Table of Contents

As filed with the Securities and Exchange Commission on May 3, 2005

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

WESTLAKE CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

Stephen Wallace, Esq.

Vice President, General Counsel and Corporate Secretary

Westlake Chemical Corporation

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 960-9111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

J. David Kirkland, Jr., Esq.

Timothy S. Taylor, Esq.

Baker Botts L.L.P.

910 Louisiana Street

One Shell Plaza

Houston, Texas 77002-4995

(713) 229-1234

Table of Contents

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion dated May 3, 2005

Prospectus

Westlake Chemical Corporation

$750,000,000

Debt Securities

Preferred Stock

Common Stock

Warrants

We will provide the specific terms of the securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. Our common stock is listed on the New York Stock Exchange under the symbol “WLK.”

Investing in our securities involves risk. You should carefully consider the risk factors described under “ Risk Factors” beginning on page 4 of this prospectus before you make any investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is     , 2005.

Table of Contents

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission using a “shelf” registration process. Using this process, we may offer any combination of the securities described in this prospectus in one or more offerings with a total initial offering price of up to $750,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement and, if applicable, a pricing supplement that will describe the specific terms of that offering. The prospectus supplement and any pricing supplement may also add to, update or change the information contained in this prospectus. Please carefully read this prospectus, the prospectus supplement and any pricing supplement together with the information contained in the documents we refer to under the heading “Where You Can Find More Information.”

You should rely only on the information we have provided or incorporated by reference in this prospectus, the prospectus supplement and any pricing supplement. We have not authorized any person, including any salesman or broker, to provide you with additional or different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus, the accompanying prospectus supplement and any pricing supplement is accurate only as of the date on its cover page and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.

2

Table of Contents

ABOUT WESTLAKE CHEMICAL CORPORATION

We are a vertically integrated manufacturer and marketer of basic chemicals, vinyls, polymers and fabricated products. Our products include some of the most widely used chemicals in the world, which are fundamental to many diverse consumer and industrial markets, including flexible and rigid packaging, automotive products, coatings, residential and commercial construction as well as other durable and non-durable goods. We operate in two principal business segments, Olefins and Vinyls, and we are one of the few North American integrated producers of vinyls with substantial downstream integration into polyvinyl chloride, or PVC, fabricated products.

We began operations in 1986 after the Chao family acquired our first polyethylene plant, an Olefins segment business, near Lake Charles, Louisiana from Occidental Petroleum Corporation. We began our vinyls operations in 1990 with the acquisition of a vinyl chloride monomer, or VCM, plant in Calvert City, Kentucky from the Goodrich Corporation. In 1992, we commenced our Vinyls segment fabricated products operations after acquiring three PVC pipe plants. Since 1986, we have grown rapidly into an integrated producer of petrochemicals, polymers and fabricated products. We achieved this by acquiring 19 plants, constructing six new plants (including our joint venture in China) and completing numerous capacity or production line expansions.

We benefit from highly integrated production facilities that allow us to process raw materials into higher value-added chemicals and fabricated products. We have 9.2 billion pounds per year of active aggregate production capacity at 14 manufacturing sites in North America. We also have a 43% interest in a joint venture in China that operates a vinyls plant.

We are a Delaware corporation with our principal executive offices located at 2801 Post Oak Boulevard, Suite 600, Houston, Texas 77056. Our telephone number at such address is (713) 960-9111.

THE SUBSIDIARY GUARANTORS

One or more of our subsidiaries Geismar Holdings, Inc., Geismar Vinyls Company LP, GVGP, Inc., North American Bristol Corporation, North American Pipe Corporation, North American Profiles, Inc., Van Buren Pipe Corporation, Westech Building Products, Inc., Westlake Chemical Holdings, Inc., Westlake Chemical Investments, Inc., Westlake Chemical Manufacturing, Inc., Westlake Chemical Products, Inc., Westlake Development Corporation, Westlake International Corporation, Westlake Management Services, Inc., Westlake Olefins Corporation, Westlake Petrochemicals LP, Westlake Polymers LP, Westlake PVC Corporation, Westlake Resources Corporation, Westlake Styrene LP, Westlake Vinyl Corporation, Westlake Vinyls, Inc. and WPT LP may fully and unconditionally guarantee any series of debt securities offered by this prospectus, as set forth in a related prospectus supplement. The term “Subsidiary Guarantors” refers to those subsidiaries listed above that guarantee a series of debt securities.

3

Table of Contents

RISK FACTORS

You should carefully consider each of the following risks and all of the information set forth or incorporated by reference in this prospectus, including the risks described in our Annual Report on Form 10-K for the year ended December 31, 2004 in “Item 1. Business—Risk Factors” which are incorporated by reference in this prospectus, before investing in our securities.

Risks Related to our Principal Stockholder

We will be controlled by our principal stockholder, TTWF LP, and its affiliates as long as they own a majority of our outstanding common stock, and our other stockholders will be unable to affect the outcome of stockholder voting during that time.

As long as TTWF LP, a Delaware limited partnership that as of the date of this prospectus owns 79.24% of our outstanding common stock (the “principal stockholder”), and its affiliates own, directly or indirectly, a majority of our outstanding common stock, they will be able to exert significant control over us, including the ability to elect our entire board of directors. Our other stockholders, by themselves, will not be able to affect the outcome of any stockholder vote. As a result, the principal stockholder, subject to any fiduciary duty owed to our minority stockholders under Delaware law, will be able to control all matters affecting us, including:

The principal stockholder is generally not prohibited from selling a controlling interest in us to a third party. Because we have elected not to be subject to Section 203 of the General Corporation Law of the State of Delaware, the principal stockholder, as a controlling stockholder, may find it easier to sell its controlling interest to a third party than if we had not taken such actions. See “Description of Capital Stock—Delaware Business Combination Statute” for a description of Section 203 and the potential positive and negative consequences, depending on the circumstances, of electing not to be subject to it.

Our interests may conflict with those of the Principal Stockholder Affiliates with respect to our past and ongoing business relationships, and because of the principal stockholder’s controlling ownership, we may not be able to resolve these conflicts on terms commensurate with those possible in arms-length transactions.

Our interests may conflict with those of the Principal Stockholder Affiliates in a number of areas relating to our past and ongoing relationships, including:

4

Table of Contents

We may not be able to resolve any potential conflicts with the Principal Stockholder Affiliates, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party. Our amended and restated certificate of incorporation provides that the Principal Stockholder Affiliates have no duty to refrain from engaging in activities or lines of business similar to ours and that the Principal Stockholder Affiliates will not be liable to us or our stockholders for failing to present specified corporate opportunities to us. See “Description of Capital Stock—Transactions and Corporate Opportunities.”

Transfers of our common stock by the principal stockholder could adversely affect the rights of our stockholders and cause our stock price to decline.

The principal stockholder will be permitted to transfer a controlling interest in us without allowing our other stockholders to participate or realize a premium for their shares of common stock. A sale of a controlling interest to a third party may adversely affect the market price of our common stock and our business and results of operations because the change in control may result in a change of management decisions and business policy.

Risks Related to the Common Stock

Substantial sales of our common stock by the principal stockholder or us could cause our stock price to decline and issuances by us may dilute our stockholders’ ownership interest in our company.

We are unable to predict whether significant amounts of our common stock will be sold by the principal stockholder. Any sales of substantial amounts of our common stock in the public market by the principal stockholder or us, or the perception that these sales might occur, could lower the market price of our common stock. Further, if we issue additional equity securities to raise additional capital, our stockholders’ ownership interest in our company may be diluted and the value of their investment may be reduced.

The price of our common stock may be volatile.

The market price of our common stock could be subject to significant fluctuations. Among the factors that could affect our stock price are:

5

Table of Contents

The stock markets in general have experienced extreme volatility that has at times been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and, as a result, an investment in our common stock.

If we are unable to pay regular dividends on our common stock, our stockholders may not receive funds without selling their common stock.

Since our initial public offering, we have paid a regular quarterly dividend of $0.02125 per share to holders of our common stock. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that our board of directors deems relevant. Our 8 ³/4% senior notes, term loan agreement and revolving credit facility also include limitations on our payment of dividends. Accordingly, our stockholders may have to sell some or all of their common stock in order to generate cash flow from their investment. Our stockholders may not receive a gain on their investment when they sell their common stock and they may lose the entire amount of the investment.

Provisions in our charter documents or Delaware law may inhibit a takeover, which could adversely affect the value of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware corporate law, contain provisions that could delay or prevent a change of control or changes in our management that a stockholder might consider favorable. These provisions apply even if the offer may be considered beneficial by some of our stockholders. If a change of control or change in management is delayed or prevented, the market price of our common stock could decline. Please read “Description of Capital Stock” for a description of these provisions.

Risks Related to the Debt Securities

Our holding company structure may affect our ability to make payments on the debt securities. Holders of debt securities may be structurally subordinated to the creditors of our subsidiaries.

We currently conduct our operations through subsidiaries, and our operating income and cash flow are generated by our subsidiaries. As a result, cash we obtain from our subsidiaries is the principal source of funds necessary to meet our debt service obligations. Contractual provisions or laws, as well as our subsidiaries’ financial condition and operating requirements, may limit our ability to obtain cash from our subsidiaries that we require to pay our debt service obligations, including payments on the debt securities. In addition, holders of the debt securities will have a junior position to the claims of creditors, including trade creditors and tort claimants, of our subsidiaries to the extent that such subsidiaries do not guarantee such debt securities.

A holder’s right to receive payments on the debt securities is effectively subordinate to the rights of our existing and future secured creditors. Further, the guarantees of senior debt securities by the Subsidiary Guarantors are effectively subordinated to the guarantors’ existing and future secured indebtedness.

Holders of our secured indebtedness and the secured indebtedness of the Subsidiary Guarantors will have claims that are prior to the claims of holders of the senior debt securities to the extent of the value of the assets securing that other indebtedness. Notably, we and certain of our subsidiaries, including the Subsidiary Guarantors, are parties to a credit facility and term loan, which together are secured by liens on, among other things, our accounts receivable, inventory and some fixed assets. The senior debt securities will be effectively subordinated to all that secured indebtedness. In the event of any distribution or payment of our assets in any

6

Table of Contents

foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to our assets that constitute their collateral. Holders of the senior debt securities will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the senior debt securities, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the senior debt securities. As a result, holders of senior debt securities may receive less, ratably, than holders of secured indebtedness.

A holder’s right to receive payments on the debt securities could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.

Some but not all of our subsidiaries may guarantee the debt securities. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of that subsidiary’s indebtedness and its trade creditors will generally be entitled to payment of their claims from the assets of the subsidiary before any assets are made available for distribution to us.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of the debt securities to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other debts of the applicable guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

We may incur additional debt ranking equal to the debt securities.

If we incur any additional debt that ranks equally with the debt securities, the holders of that debt will be entitled to share ratably with the holders of the debt securities in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our company. This may have the effect of reducing the amount of proceeds paid to a holder of debt securities.

7

Table of Contents

CAUTIONARY STATEMENTS ABOUT FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Certain of the statements contained in this prospectus are forward-looking statements. All statements, other than statements of historical facts, included in this prospectus that address activities, events or developments that we expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements can be identified by the use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expected” or comparable terminology, or by discussions of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Forward-looking statements relate to matters such as:

We have based these statements on assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, we continue to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed under “Risk Factors” in this prospectus and in our most recent Annual Report on Form 10-K and the following:

8

Table of Contents

Many of such factors are beyond our ability to control or predict. Any of the factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Every forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statement.

9

Table of Contents

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes. These purposes may include:

Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

We have presented in the table below our historical consolidated ratio of earnings to fixed charges for the periods shown.

We have computed the ratios of earnings to fixed charges by dividing earnings by fixed charges. For this purpose, “earnings” consist of earnings before income taxes plus fixed charges and equity distributions less net capitalized interest and equity investment income. “Fixed charges” consist of interest expense, capitalized interest and that portion of operating lease rental expense (one-third) we have deemed to represent the interest factor of such expense. For the years ended December 31, 2001 and 2002, earnings were inadequate to cover fixed charges by $118.4 million and $13.0 million, respectively.

No dividends accrued on any shares of our preferred stock for any period presented. Accordingly, the ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges.

10

Table of Contents

DESCRIPTION OF DEBT SECURITIES

The debt securities covered by this prospectus will be our general unsecured obligations. We will issue senior debt securities under an indenture to be entered into among us, the Subsidiary Guarantors, if any, and a trustee we will name in the prospectus supplement relating to the senior debt securities. We refer to this indenture as the senior indenture. We will issue subordinated debt securities under an indenture to be entered into among us, the Subsidiary Guarantors, if any, and a trustee we will name in the prospectus supplement relating to subordinated debt securities. We refer to this indenture as the subordinated indenture. We refer to the senior indenture and the subordinated indenture collectively as the indentures. The indentures will be substantially identical, except for provisions relating to subordination.

We have summarized material provisions of the indentures, the debt securities and the guarantees below. This summary is not complete. We have filed the form of senior indenture and the form of subordinated indenture with the SEC as exhibits to the registration statement, and you should read the indentures for provisions that may be important to you. Please read “Where You Can Find More Information.”

In this summary description of the debt securities, unless we state otherwise or the context clearly indicates otherwise, all references to “we,” “us,” or “our” refer to Westlake Chemical Corporation only and not to any of its subsidiaries.

General

Neither indenture limits the amount of debt securities that may be issued under that indenture, and neither limits the amount of other unsecured debt or securities that we may issue. We may issue debt securities under the indentures from time to time in one or more series, each in an amount authorized prior to issuance. No securities are outstanding under the indentures.

The senior debt securities will constitute our senior unsecured indebtedness and will rank equally in right of payment with all of our other unsecured and unsubordinated debt and senior in right of payment to all of our subordinated indebtedness. The senior debt securities will be effectively subordinated to, and thus have a junior position to, our secured indebtedness with respect to the assets securing that indebtedness. The subordinated debt securities will rank junior to all of our senior indebtedness and may rank equally with or senior to other subordinated indebtedness we may issue from time to time.

We currently conduct our operations through subsidiaries, and our operating income and cash flow are generated by our subsidiaries. As a result, cash we obtain from our subsidiaries is the principal source of funds necessary to meet our debt service obligations. Contractual provisions or laws, as well as our subsidiaries’ financial condition and operating requirements, may limit our ability to obtain cash from our subsidiaries that we require to pay our debt service obligations, including payments on the debt securities. In addition, holders of the debt securities will have a junior position to the claims of creditors, including trade creditors and tort claimants, of our subsidiaries to the extent that such subsidiaries do not guarantee such debt securities.

Neither indenture contains any covenants or other provisions designed to protect holders of the debt securities in the event we participate in a highly leveraged transaction or upon a change of control. The indentures also do not contain provisions that give holders of the debt securities the right to require us to repurchase their securities in the event of a decline in our credit rating for any reason, including as a result of a takeover, recapitalization or similar restructuring or otherwise.

Terms

The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

11

Table of Contents

We may sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If we sell these debt securities, we will describe in the prospectus supplement any material United States federal income tax consequences and other special considerations.

If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.

12

Table of Contents

Subordination

Under the subordinated indenture, payment of the principal of and any premium and interest on the subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all Senior Debt. Unless we inform you otherwise in the prospectus supplement, we may not make any payment of principal of or any premium or interest on the subordinated debt securities if:

Unless we inform you otherwise in the prospectus supplement, a covenant default will prevent us from paying the subordinated debt securities only for up to 179 days after holders of the designated Senior Debt give the trustee for the subordinated debt securities notice of the covenant default.

The subordination does not affect our obligation, which is absolute and unconditional, to pay, when due, the principal of and any premium and interest on the subordinated debt securities. In addition, the subordination does not prevent the occurrence of any default under the subordinated indenture.

The subordinated indenture does not limit the amount of Senior Debt that we may incur. As a result of the subordination of the subordinated debt securities, if we become insolvent, holders of subordinated debt securities may receive less on a proportionate basis than other creditors.

Unless we inform you otherwise in the prospectus supplement, “Senior Debt” will mean all of our indebtedness, including guarantees, unless the indebtedness states that it is not senior to the subordinated debt securities or our other junior debt.

Guarantees

Each of the Subsidiary Guarantors may fully and unconditionally guarantee on an unsecured basis the full and prompt payment of the principal of and any premium and interest on the debt securities issued by us when and as the payment becomes due and payable, whether at maturity or otherwise. The guarantees provide that in the event of a default in the payment of principal of or any premium or interest on a debt security, the holder of that debt security may institute legal proceedings directly against the Subsidiary Guarantors to enforce the guarantees without first proceeding against us. If senior debt securities are so guaranteed, the guarantees will rank equally with all of the Subsidiary Guarantors’ other unsecured and unsubordinated debt from time to time outstanding and senior to any subordinated debt of the Subsidiary Guarantors. If subordinated debt securities are so guaranteed, the guarantees will be subordinated to all of the Subsidiary Guarantors’ other unsecured and unsubordinated debt from time to time outstanding.

The obligations of each Subsidiary Guarantor under its guarantee of the debt securities will be limited to the maximum amount that will not result in the obligations of the Subsidiary Guarantor under the guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law, after giving effect to:

The guarantee of any Subsidiary Guarantor may be released under certain circumstances. If we exercise our legal or covenant defeasance option with respect to debt securities of a particular series as described below in “—Defeasance and Discharge,” then any Subsidiary Guarantor will be released with respect to that series.

13

Table of Contents

Further, if no default has occurred and is continuing under the indentures, and to the extent not otherwise prohibited by the indentures, a Subsidiary Guarantor will be unconditionally released and discharged from the guarantee:

Consolidation, Merger and Sales of Assets

The indentures generally permit a consolidation or merger involving us or the Subsidiary Guarantors. They also permit the Subsidiary Guarantors or us to sell, lease, convey, assign, transfer or otherwise dispose of all or substantially all of our assets. We and the Subsidiary Guarantors have agreed, however, that we will not consolidate with or merge into any entity or sell, lease, convey, assign, transfer or dispose of all or substantially all of our assets to any entity unless:

(1) either

(2) immediately after giving effect to the transaction, no default or event of default under the indentures has occurred and is continuing or would result from the transaction.

This covenant will not apply to any merger of another entity into us. Upon any transaction of the type described in and effected in accordance with this section, the resulting entity will succeed to and be substituted for and may exercise all of our rights and powers under the indenture and the debt securities with the same effect as if the resulting entity had been named as us in the indenture. In the case of any asset transfer or disposition other than a lease, when the resulting entity assumes all of our obligations and covenants under the applicable indenture and the debt securities, we will be relieved of all such obligations.

Events of Default

Unless we inform you otherwise in the applicable prospectus supplement, the following are events of default with respect to a series of debt securities:

14

Table of Contents

A default under one series of debt securities will not necessarily be a default under any other series. If a default or event of default for any series of debt securities occurs, is continuing and is known to the trustee, the trustee will notify the holders of applicable debt securities within 90 days after it occurs. The trustee may withhold notice to the holders of the debt securities of any default or event of default, except in any payment on the debt securities, if the trustee in good faith determines that withholding notice is in the interests of the holders of those debt securities.

If an event of default for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default (or, in some cases, 25% in principal amount of all debt securities issued under the applicable indenture that are affected, voting as one class) may declare the principal of and all accrued and unpaid interest on those debt securities to be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of our company occurs, the principal of and accrued and unpaid interest on all the debt securities issued under the applicable indenture will become immediately due and payable without any action on the part of the trustee or any holder. At any time after a declaration of acceleration has been made, the holders of a majority in principal amount of the outstanding debt securities of the series affected by the default (or, in some cases, of all debt securities issued under the applicable indenture that are affected, voting as one class) may in some cases rescind this accelerated payment requirement and its consequences.

A holder of a debt security of any series issued under an indenture may pursue any remedy under that indenture only if:

This provision does not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue payment.

In most cases, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders unless those holders have offered to the trustee indemnity satisfactory to it. Subject to this provision for indemnification, the holders of a majority in principal amount of the outstanding debt securities of a series (or of all debt securities issued under the applicable indenture that are affected, voting as one class) generally may direct the time, method and place of:

If an event of default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of his own affairs.

The indentures require us to furnish to the trustee annually a statement as to our performance of certain of our obligations under the indentures and as to any default in performance.

15

Table of Contents

Modification and Waiver

We and the trustee may supplement or amend each indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of all series issued under that indenture that are affected by the amendment or supplement (voting as one class). Without the consent of the holder of each debt security affected, however, no modification may:

We and the trustee may supplement or amend each indenture or waive any provision of that indenture without the consent of any holders of debt securities issued under that indenture in certain circumstances, including:

16

Table of Contents

The holders of a majority in principal amount of the outstanding debt securities of any series (or, in some cases, of all debt securities issued under the applicable indenture that are affected, voting as one class) may waive any existing or past default or event of default with respect to those debt securities. Those holders may not, however, waive any default or event of default in any payment on any debt security or compliance with a provision that cannot be amended or supplemented without the consent of each holder affected.

Defeasance and Discharge

Defeasance. When we use the term defeasance, we mean discharge from some or all of our obligations under an indenture. If we deposit with the trustee under an indenture any combination of money or government securities sufficient to make payments on the debt securities of a series issued under that indenture on the dates those payments are due, then, at our option, either of the following will occur:

If a series of debt securities is defeased, the holders of the debt securities of that series will not be entitled to the benefits of the applicable indenture, except for obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities or maintain paying agencies and hold money for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium and interest on the debt securities, and if applicable, the Subsidiary Guarantors’ guarantees of the payments, will also survive.

Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes and that the holders would be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and related defeasance had not occurred. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the United States Internal Revenue Service or a change in law to that effect.

Under current U.S. federal income tax law, legal defeasance would likely be treated as a taxable exchange of debt securities to be defeased for interests in the defeasance trust. As a consequence, a United States holder would recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the debt securities and the value of the holder’s interest in the defeasance trust, and thereafter would be required to include in income a share of the income, gain or loss of the defeasance trust. Under current U.S. federal income tax law, covenant defeasance would not be treated as a taxable exchange of such debt securities.

Satisfaction and Discharge. In addition, an indenture will cease to be of further effect with respect to the debt securities of a series issued under that indenture, subject to exceptions relating to compensation and indemnity of the trustee under that indenture and repayment to us of excess money or government securities, when:

(a) all outstanding debt securities of that series have been delivered to the trustee for cancellation; or

(b) all outstanding debt securities of that series not delivered to the trustee for cancellation either:

17

Table of Contents

Governing Law

New York law will govern the indentures and the debt securities.

The Trustees

We will name the trustee under an indenture in the applicable prospectus supplement.

Each indenture contains limitations on the right of the trustee, if it or any of its affiliates is then our creditor or, if applicable, a creditor of a Subsidiary Guarantors, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee and its affiliates are permitted to engage in other transactions with us, and, if applicable, the Subsidiary Guarantors. If, however, the trustee acquires any conflicting interest, it must eliminate that conflict or resign within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the applicable indenture, unless the default has been cured, waived or otherwise eliminated within the 90-day period.

Payments and Paying Agents

Unless we inform you otherwise in a prospectus supplement, we will make payments on the debt securities in U.S. dollars at the office of the trustee and any paying agent. At our option, however, payments may be made by wire transfer for global debt securities or by check mailed to the address of the person entitled to the payment as it appears in the security register. Unless we inform you otherwise in a prospectus supplement, we will make interest payments to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.

Unless we inform you otherwise in a prospectus supplement, the trustee under the applicable indenture will be designated as the paying agent for payments on debt securities issued under that indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

If the principal of or any premium or interest on debt securities of a series is payable on a day that is not a business day, the payment will be made on the following business day. For these purposes, unless we inform you otherwise in a prospectus supplement, a “business day” is any day that is not a Saturday, a Sunday or a day on which banking institutions in any of New York, New York, Houston, Texas or a place of payment on the debt securities of that series is authorized or obligated by law, regulation or executive order to remain closed.

Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will pay to us upon written request any money held by them for payments on the debt securities that remains unclaimed for two years after the date upon which that payment has become due. After payment to us, holders entitled to the money must look to us for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.

Form, Exchange, Registration and Transfer

We will issue the debt securities in registered form, without interest coupons. Debt securities of any series will be exchangeable for other debt securities of the same series, the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any transfer agent designated by us. The security registrar or transfer agent will effect the transfer or exchange if its requirements and the requirements of the applicable indenture are met. We will not charge a service charge for any registration of transfer or exchange of the debt securities. We may, however, require payment of any transfer tax or similar governmental charge payable for that registration.

18

Table of Contents

We will appoint the trustee as security registrar for the debt securities. If a prospectus supplement refers to any transfer agents we initially designate, we may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional transfer agents for any series of debt securities.

In the case of any redemption of debt securities of a series or any repurchase of debt securities of a series required under the terms of the series, we will not be required to register the transfer or exchange of:

Book-Entry Debt Securities

We may issue the debt securities of a series in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. We may issue global debt securities in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.

19

Table of Contents

DESCRIPTION OF CAPITAL STOCK

General

The following descriptions are summaries of material terms of our common stock, preferred stock, amended and restated certificate of incorporation and amended and restated bylaws. Copies of our amended and restated certificate of incorporation and amended and restated bylaws have been incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you are urged to review these documents. Please read “Where You Can Find More Information.”

As of the date of this prospectus, our authorized capital stock consists of 150 million shares of common stock, par value $0.01 per share, and 50 million shares of preferred stock, par value $0.01 per share.

Common Stock

Each share of common stock entitles the holder to one vote on all matters on which holders are permitted to vote, including the election of directors. There are no cumulative voting rights. Accordingly, holders of a majority of the total votes entitled to vote in an election of directors will be able to elect all of the directors standing for election. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of the common stock will share equally on a per share basis any dividends when, as and if declared by the board of directors out of funds legally available for that purpose. If we are liquidated, dissolved or wound up, the holders of our common stock will be entitled to a ratable share of any distribution to stockholders, after satisfaction of all of our liabilities and of the prior rights of any outstanding class of our preferred stock. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of our common stock are fully paid and nonassessable.

Preferred Stock

Our board of directors has the authority, without stockholder approval, to issue shares of preferred stock from time to time in one or more series, and to fix the number of shares and terms of each such series. The board may determine the designation and other terms of each series, including the following:

The issuance of preferred stock, while providing us with flexibility in connection with possible acquisitions and other transactions, could adversely affect the voting power of holders of our common stock. It could also affect the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation.

The issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, could be used to discourage an attempt to obtain control of our company. For example, if, in the exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal was not in the best interest of our stockholders, the board could authorize the issuance of a series of preferred stock containing class voting rights that would enable the holder or holders of this series to prevent a change of control transaction or

20

Table of Contents

make it more difficult. Alternatively, a change of control transaction deemed by the board to be in the best interest of our stockholders could be facilitated by issuing a series of preferred stock having sufficient voting rights to provide a required percentage vote of the stockholders.

The prospectus supplement relating to any series of preferred stock that we may offer will include specific terms relating to the offering. We will file a form of certificate of designation with the SEC, and you should read the certificate of designation for provisions that may be important to you. The prospectus supplement will summarize the general terms of any such series of preferred stock.

Charter and Bylaw Provisions

Election and Removal of Directors

Our board of directors consists of between one and 11 directors, excluding any directors elected by holders of preferred stock pursuant to provisions applicable in the case of defaults. The exact number of directors will be fixed from time to time by resolution of the board. Our board of directors is divided into three classes serving staggered three-year terms, with only one class being elected each year by our stockholders. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors. In addition, no director may be removed except for cause, and directors may be removed for cause by an affirmative vote of shares representing a majority of the shares then entitled to vote at an election of directors. Any vacancy occurring on the board of directors and any newly created directorship may only be filled by a majority of the remaining directors in office.

Stockholder Meetings

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that special meetings of our stockholders may be called only by the chairman of our board of directors or a majority of the directors. Our amended and restated certificate of incorporation and our amended and restated bylaws specifically deny any power of any other person to call a special meeting.

Stockholder Action by Written Consent

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that holders of our common stock will not be able to act by written consent without a meeting, unless such consent is unanimous.

Amendment of Certificate of Incorporation

The provisions of our amended and restated certificate of incorporation described above under “—Election and Removal of Directors,” “—Stockholder Meetings” and “—Stockholder Action by Written Consent” may be amended only by the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of voting stock, voting together as a single class. The affirmative vote of holders of at least a majority of the voting power of our outstanding shares of stock is generally required to amend other provisions of our amended and restated certificate of incorporation.

Amendment of Bylaws

Our amended and restated bylaws may generally be altered, amended or repealed, and new bylaws may be adopted, with:

21

Table of Contents

Other Limitations on Stockholder Actions

Our amended and restated bylaws also impose some procedural requirements on stockholders who wish to:

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary along with the following:

To be timely, a stockholder must generally deliver notice:

In order to submit a nomination for our board of directors, a stockholder must also submit any information with respect to the nominee that we would be required to include in a proxy statement, as well as some other information. If a stockholder fails to follow the required procedures, the stockholder’s proposal or nominee will be ineligible and will not be voted on by our stockholders.

22

Table of Contents

Limitation on Liability of Directors

Our amended and restated certificate of incorporation provides that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duties as a director, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:

Our amended and restated bylaws provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision when we receive an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by us. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

Anti-Takeover Effects of Some Provisions

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make the following more difficult:

These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Transactions and Corporate Opportunities

Our amended and restated certificate of incorporation includes provisions that regulate and define the conduct of specified aspects of the business and affairs of our company. These provisions serve to determine and delineate the respective rights and duties of our company, our principal stockholder, TTWF LP, and its direct and indirect equity owners and directors, officers, employees, partners or equity owners of such entities (the “Principal Stockholder Affiliates”), and some of our directors and officers in anticipation of the following:

23

Table of Contents

We may enter into agreements with the Principal Stockholder Affiliates to engage in any transaction. We may also enter into agreements with the Principal Stockholder Affiliates to compete or not to compete with each other, including agreements to allocate, or to cause our directors, officers and employees and the Principal Stockholder Affiliates to allocate, opportunities between the Principal Stockholder Affiliates and us. Our amended and restated certificate of incorporation provides that no such agreement will be considered contrary to any fiduciary duty of the Principal Stockholder Affiliates, as our direct and indirect controlling stockholders, or our directors, officers or employees. Neither the Principal Stockholder Affiliates nor any of our directors, officers or employees who are also Principal Stockholder Affiliates are under any fiduciary duty to us to refrain from acting on our behalf or on behalf of the Principal Stockholder Affiliates in respect of any such agreement or transaction. These provisions are generally subject to the corporate opportunity obligations described below with which the Principal Stockholder Affiliates and our officers and directors who are also Principal Stockholder Affiliates must comply.

Under our amended and restated certificate of incorporation, the Principal Stockholder Affiliates have no duty to refrain from engaging in activities or lines of business similar to ours or from doing business with any of our clients, customers or vendors and, except as discussed in the above paragraph, the Principal Stockholder Affiliates will not be liable to us or our stockholders for breach of any fiduciary duty as a stockholder by reason of any of these activities. In addition, if the Principal Stockholder Affiliates or one of our directors or officers who is also a Principal Stockholder Affiliate acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both our company and the Principal Stockholder Affiliates, then neither the Principal Stockholder Affiliates nor any such person will have a duty to communicate or offer this corporate opportunity to us and will not be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that the Principal Stockholder Affiliates pursue or acquire the corporate opportunity for themselves, direct the corporate opportunity to another person or do not communicate information regarding the corporate opportunity to us, so long as the Principal Stockholder Affiliates act in a manner consistent with the following policy: A corporate opportunity offered to the Principal Stockholder Affiliates or to any person who is one of our officers or directors and who is also a Principal Stockholder Affiliate will belong to the Principal Stockholder Affiliates, unless the opportunity was expressly offered in writing to the Principal Stockholder Affiliates solely in their capacity as direct and indirect stockholders of our company or to that person solely in his or her capacity as one of our directors or officers.

Anyone becoming one of our stockholders will be deemed to have notice of and consented to these provisions of our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation provides that in no event shall any amendment of these provisions subject any Principal Stockholder Affiliate to liability for any act or omission occurring prior to such amendment for which such person would be deemed not to be liable under these provisions prior to such amendment.

Delaware Business Combination Statute

We have expressly elected not to be subject to Section 203 of the General Corporation Law of the State of Delaware, which is described below. However, our stockholders can amend our amended and restated certificate of incorporation and amended and restated bylaws to elect to be subject to Section 203. Section 203 provides that, subject to specified exceptions, an interested stockholder of a Delaware corporation is not permitted to engage in any business combination, including mergers or consolidations or acquisitions of additional shares of the corporation, with the corporation for a three-year period following the time that stockholder became an interested stockholder, unless one of the following conditions is met:

24

Table of Contents

Except as otherwise set forth in Section 203, “interested stockholder” means:

If we ever become subject to Section 203, it may be more difficult for a person who is an interested stockholder to effect various business combinations with us for the applicable three-year period. Section 203, if it becomes applicable, also may have the effect of preventing changes in our management. It is possible that Section 203, if it becomes applicable, could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests. The provisions of Section 203, if it becomes applicable, may cause persons interested in acquiring us to negotiate in advance with our board of directors. The restrictions on business combinations set forth in Section 203 are not applicable to the principal stockholder so long as the principal stockholder holds 15% or more of our outstanding shares of common stock. Because we are not currently subject to Section 203, the principal stockholder, as a controlling stockholder, may find it easier to sell its controlling interest to a third party because Section 203 would not apply to the third party.

Listing of Common Stock

Our common stock is listed on the New York Stock Exchange under the symbol “WLK.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

25

Table of Contents

DESCRIPTION OF WARRANTS

We may issue warrants to purchase any combination of debt securities, common stock, preferred stock or other securities. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.

The prospectus supplement relating to any warrants that we may offer will include specific terms relating to the offering. We will file the form of any warrant agreement with the SEC, and you should read the warrant agreement for provisions that may be important to you. The prospectus supplement will include some or all of the following terms:

26

Table of Contents

PLAN OF DISTRIBUTION

We may sell the securities in and outside the United States (a) through underwriters or dealers, (b) directly to purchasers or (c) through agents. The prospectus supplement will include the following information:

Sale Through Underwriters or Dealers

If we use underwriters in the sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters also may impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The dealers participating in any sale of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

We may sell the securities directly. In that event, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

27

Table of Contents

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Remarketing

We may offer and sell any of the securities in connection with a remarketing upon their purchase, in accordance with a redemption or repayment by their terms or otherwise, by one or more remarketing firms acting as principals for their own accounts or as our agents. We will identify any remarketing firm, the terms of any remarketing agreement and the compensation to be paid to the remarketing firm in the prospectus supplement. Remarketing firms may be deemed underwriters under the Securities Act of 1933.

Derivative Transactions

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock.

We or one of our affiliates may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus or otherwise.

The third parties in any of the sale transactions described above will be underwriters and will be identified in the applicable prospectus supplement or in a post-effective amendment to the registration statement of which this prospectus forms a part.

General Information

We may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

LEGAL OPINIONS

Certain legal matters in connection with this offering will be passed upon for us by Baker Botts L.L.P., Houston, Texas. Any underwriters will be advised about other issues relating to any offering by their own legal counsel, which firm will be named in the related prospectus supplement.

28

Table of Contents

EXPERTS

The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC. You can read and copy any materials we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and the schedules for more information about us and our securities. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its Web site.

We are incorporating by reference information we file with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC automatically will update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all the securities:

We also are incorporating by reference all additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the effectiveness of the registration statement.

You may request a copy of these filings (other than an exhibit to those filings unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address:

Westlake Chemical Corporation

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

Attention: Investor Relations

Telephone: (713) 960-9111

29

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table sets forth the estimated expenses payable by Westlake Chemical Corporation, a Delaware corporation (“Westlake”), in connection with the offering described in this Registration Statement.

Delaware Corporations. Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not eliminate or limit the liability of a director for (1) any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under section 174 of the Delaware General Corporation Law (the “DGCL”) for unlawful payment of dividends or stock purchases or redemptions or (4) any transaction from which the director derived an improper personal benefit.

The amended and restated certificate of incorporation of Westlake provides that, to the fullest extent of Delaware law, no Westlake director shall be liable to Westlake or its stockholders for monetary damages for breach of fiduciary duty as a director.

Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation a director, officer, employee or agent of another corporation or other entity, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding if: (1) he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses, including attorneys’ fees, actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made if the person is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must also indemnify a present or former director or officer has been successful on the merits or otherwise in defense of any proceeding, or in defense of any claim, issue or matter therein, against expenses, including attorneys’ fees, actually and reasonably incurred by him or her. Expenses, including attorneys’ fees, incurred by a director or

II-1

Table of Contents

officer, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and the advancement of expenses is not exclusive of any other rights a person may be entitled to under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Under the DGCL, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Delaware law also provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against any liability asserted against and incurred by such person, whether or not the corporation would have the power to indemnify such person against such liability.

Westlake’s amended and restated certificate of incorporation and amended and restated bylaws authorize indemnification of any person entitled to indemnity under law to the full extent permitted by law. The bylaws of Geismar Holdings, Inc., GVGP, Inc., North American Bristol Corporation, North American Profiles, Inc., Westlake Chemical Holdings, Inc., Westlake Chemical Investments, Inc., Westlake Chemical Manufacturing, Inc., Westlake Chemical Products, Inc., Westlake Development Corporation and Westlake Vinyls, Inc. require indemnification of officers, directors, employees and agents to the extent permitted by the DGCL. The bylaws of Van Buren Pipe Corporation and Westech Building Products, Inc. require indemnification of directors and officers to the fullest extent permitted by applicable law and such indemnification must be approved by a two-thirds vote of the board upon a determination by the board that indemnification is proper. The bylaws of North American Pipe Corporation, Westlake Management Services, Inc., Westlake Olefins Corporation, Westlake PVC Corporation, Westlake Resources Corporation and Westlake Vinyl Corporation contain no provisions regarding indemnification of officers or directors. The certificate of incorporation for Westlake International Corporation requires indemnification of officers and directors and allows indemnification of employees and agents, in each case to the extent permitted by the DGCL.

Delaware Limited Partnerships. Subject to such standards and restrictions as are set forth in its limited partnership agreement, the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands. The limited partnership agreement for each Delaware limited partnership that is a registrant provides that (1) the general partner’s obligation to perform are performable only to the extent that the partnership has funds available and (2) neither the general partner nor its affiliates shall ever be personally liable to involuntarily furnish its or their own funds for any such purposes, to respond in damages or to render specific performance. The limited partners agree to look solely to the general partner’s partnership interest for recovery of any judgment against the general partner. So long as the general partner acts in good faith, it has no liability or obligation to the partnership or to any partner for any decision, act or omission, whether or not such decision, act or omission was (1) authorized or reasonably prudent or (2) the result of the exercise of good or bad business judgment.

II-2

Table of Contents

II-3

Table of Contents

II-4

Table of Contents

II-5

Table of Contents

(a) The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

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

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

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

Table of Contents

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

(d) The undersigned registrant hereby undertakes that:

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

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

(e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the Subordinated Trustee to act under subsection (a) of section 310 of the Trust Indenture Act of 1939 (the “Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

II-7

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 3rd day of May, 2005.

II-8

Table of Contents

Power of Attorney

Each person whose signature appears below appoints Albert Chao, Ruth I. Dreessen and Stephen Wallace, and each of them severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer or both, as the case may be, of the respective registrant named below, to sign any and all amendments (including post-effective amendments) to this registration statement and all documents or instruments necessary to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

WESTLAKE CHEMICAL CORPORATION

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of May, 2005.

II-9

Table of Contents

GEISMAR HOLDINGS, INC.

WESTLAKE CHEMICAL MANUFACTURING, INC.

WESTLAKE CHEMICAL PRODUCTS, INC.

WESTLAKE DEVELOPMENT CORPORATION

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of May, 2005.

GEISMAR VINYLS COMPANY LP, BY GVGP, INC., ITS GENERAL PARTNER,

GVGP, INC.

NORTH AMERICAN BRISTOL CORPORATION

WESTLAKE CHEMICAL HOLDINGS, INC.

WESTLAKE CHEMICAL INVESTMENTS, INC.

WESTLAKE INTERNATIONAL CORPORATION

WESTLAKE MANAGEMENT SERVICES, INC.

WESTLAKE OLEFINS CORPORATION

WESTLAKE PETROCHEMICALS LP, BY WESTLAKE CHEMICAL INVESTMENTS, INC.,

ITS GENERAL PARTNER

WESTLAKE POLYMERS LP, BY WESTLAKE CHEMICAL INVESTMENTS, INC.,

ITS GENERAL PARTNER

WESTLAKE PVC CORPORATION

WESTLAKE RESOURCES CORPORATION

WESTLAKE STYRENE LP, BY WESTLAKE CHEMICAL HOLDINGS, INC., ITS GENERAL PARTNER WESTLAKE VINYL CORPORATION

WESTLAKE VINYLS, INC.

WPT LP, BY WESTLAKE CHEMICAL HOLDINGS, INC., ITS GENERAL PARTNER

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of May, 2005.

II-10

Table of Contents

NORTH AMERICAN PIPE CORPORATION

NORTH AMERICAN PROFILES, INC.

WESTECH BUILDING PRODUCTS, INC.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of May, 2005.

VAN BUREN PIPE CORPORATION

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of May, 2005.

II-11

Table of Contents

INDEX TO EXHIBITS†

Table of Contents

Table of Contents

                                                                     Exhibit 1.1

                          WESTLAKE CHEMICAL CORPORATION

                                EQUITY SECURITIES

                         FORM OF UNDERWRITING AGREEMENT

                                                                          , 20
                                                                 ---------    --
[Names and Addresses of the Underwriters]

Ladies and Gentlemen:

     1. Offering. Westlake Chemical Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell to the Underwriters             shares
                                                           -----------
(the "Firm Securities") of its               , par value $    per share (the
                               --------------             ---
"Securities"), and also proposes to issue and sell to the Underwriters, at the
option of the Underwriters, an aggregate of not more than            additional
                                                          ----------
shares (the "Optional Securities"), of its Securities as set forth below. The
Firm Securities and the Optional Securities are herein collectively called the
"Offered Securities."

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-          ),
                                                            ----------
including a form of prospectus, for the registration of the offer and sale of
certain securities, including the Offered Securities under the Securities Act of
1933, as amended (the "1933 Act"), from time to time in accordance with Rule 415
of the rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such registration statement has been declared effective by the
Commission. Promptly after execution and delivery of this Agreement, the Company
will prepare and file a prospectus supplement relating to the Offered
Securities, the terms of the offering thereof and the other matters set forth
therein, pursuant to Rule 424(b) under the 1933 Act Regulations. The final
prospectus and the final prospectus supplement relating to the Offered
Securities, in the forms filed with the Commission pursuant to Rule 424(b) under
the 1933 Act Regulations for use in connection with the offering of the Offered
Securities, are collectively referred to herein as the "Prospectus", and such
registration statement in the form in which it became effective, is hereinafter
called the "Registration Statement"; provided, however, that all references to
the "Registration Statement" and the "Prospectus" shall also be deemed to
include all documents incorporated therein by reference pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), prior to the date
of this Agreement. A "preliminary prospectus" shall be deemed to refer to any
prospectus that omitted information to be included upon pricing in a form of
prospectus filed with the Commission pursuant to Rule 424(b) under the 1933 Act
Regulations and was used after such effectiveness and prior to the initial
delivery of the Prospectus to the Underwriters by the Company. For purposes of
this Agreement, all references to the Registration Statement, any preliminary
prospectus or the Prospectus or any amendment or supplement to any of the
foregoing shall be deemed to be identical to the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system
("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" (or other
references of like import) in the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be, prior to the date of this Agreement; and all
references in this Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be deemed to mean
and include the filing of any document under the 1934 Act which is incorporated
by reference in the Registration Statement, such preliminary prospectus or the
Prospectus, as the case may be, after the date of this Agreement.

     2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the several Underwriters that:

          (a) At the time the Registration Statement became effective, the
     Registration Statement complied, and as of each Closing Date (as defined
     hereinafter), will comply, in all material respects with

                                       1



     the requirements of the 1933 Act and the 1933 Act Regulations. The
     Registration Statement, at the time it became effective, did not, as of the
     date hereof, does not, and at each Closing Date, will not, contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading. The Prospectus, as of its date and at each Closing Date
     will not contain an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, that the representations and warranties in this
     subsection shall not apply to statements in or omissions from the
     Registration Statement or Prospectus made in reliance upon and in
     conformity with information furnished to the Company in writing by the
     Underwriters expressly for use in the Registration Statement or Prospectus.

          (b) The documents incorporated by reference in the Prospectus, at the
     time they were or hereafter are filed with the Commission, complied or,
     when so filed, will comply, as the case may be, in all material respects
     with the requirements of the 1934 Act and the rules and regulations
     thereunder (the "1934 Act Regulations"), and, when read together and with
     the other information in the Prospectus, at the time the Registration
     Statement became effective, as of the date of the Prospectus and on any
     Closing Date, did not and will not, as of such time or dates, as the case
     may be, contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     or are made, not misleading.

          (c) The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware, with
     power and authority (corporate and other) to own its properties and conduct
     its business as described in the Prospectus; and the Company is duly
     qualified to do business as a foreign corporation in good standing in all
     other jurisdictions in which its ownership or lease of property or the
     conduct of its business requires such qualification, except where the
     failure to be so qualified or in good standing would not, individually or
     in the aggregate, have a material adverse effect on the current or future
     condition (financial or other), business, properties or results of
     operations of the Company and its subsidiaries taken as a whole (a
     "Material Adverse Effect").

          (d) Each subsidiary of the Company has been duly incorporated or
     formed and is an existing corporation or other entity in good standing
     under the laws of the jurisdiction of its incorporation or organization,
     with power and authority (corporate and other organizational) to own its
     properties and conduct its business as described in the Prospectus; and
     each subsidiary of the Company is duly qualified to do business as a
     foreign corporation or other entity in good standing in all other
     jurisdictions in which its ownership or lease of property or the conduct of
     its business requires such qualification, except where the failure to be so
     qualified or in good standing would not, individually or in the aggregate,
     have a Material Adverse Effect; all of the issued and outstanding capital
     stock of each subsidiary of the Company has been duly authorized and
     validly issued and is fully paid and nonassessable; and the capital stock
     of each subsidiary owned by the Company, directly or through subsidiaries,
     is owned free from liens, encumbrances and defects, except to the extent
     (i) such capital stock is subject to a lien or encumbrance in connection
     with the Indenture dated as of July 31, 2003 by and among the Company, the
     guarantors named therein and JPMorgan Chase Bank, as trustee, relating to
     the 8 3/4% senior notes due 2011, the Credit Agreement dated as of July 31,
     2003 by and among the Company, certain of its subsidiaries, the lenders
     party thereto and Bank of America, N.A., as agent, relating to a $200
     million senior secured revolving credit facility and the Credit Agreement
     dated as of July 31, 2003 by and among the Company, certain of its
     subsidiaries, the lenders party thereto and Bank of America, N.A., as
     agent, relating to a senior secured term loan (collectively, the "Debt
     Agreements") or (ii) that any failure of such capital stock to be free from
     liens and encumbrances would not, individually or in the aggregate, have a
     Material Adverse Effect.

          (e) The Offered Securities and all other outstanding shares of capital
     stock of the Company have been duly authorized and validly issued, fully
     paid and nonassessable and conform to the description thereof contained in
     the Prospectus; and the stockholders of the Company have no preemptive
     rights with respect to the Securities.

          (f) Except as disclosed in the Prospectus, there are no contracts,
     agreements or understandings between the Company and any person that would
     give rise to a valid claim against the

                                       2



     Company or any Underwriter for a brokerage commission, finder's fee or
     other like payment in connection with the sale of the Offered Securities.

          (g) Except for the Registration Rights Agreement dated August 16, 2004
     between the Company and TTWF LP and except as described in the Prospectus,
     there are no contracts, agreements or understandings between the Company
     and any person granting such person the right to require the Company to
     file a registration statement under the 1933 Act with respect to any
     securities of the Company owned or to be owned by such person or to require
     the Company to include such securities in the securities registered
     pursuant to the Registration Statement or in any securities being
     registered pursuant to any other registration statement filed by the
     Company under the 1933 Act that have not been validly waived or satisfied
     prior to the date hereof.

          (h) [The Offered Securities have been approved for listing, subject to
     notice of issuance, on The New York Stock Exchange.]

          (i) No consent, approval, authorization, or order of, or filing with,
     any governmental agency of the United States or body or any court with
     jurisdiction in the United States is required to be obtained or made by the
     Company for the consummation of the transactions contemplated by this
     Agreement in connection with the sale of the Offered Securities, except
     such as have been obtained and made or will be obtained and made prior to
     the date hereof under the 1933 Act (provided, however, a filing with the
     Commission pursuant to Rule 424(b) may be made after the date hereof so
     long as such filing is made within the time period specified in the
     applicable provision of such rule ) and such as may be required under state
     securities or blue sky laws.

          (j) The execution, delivery and performance of this Agreement by the
     Company, and the consummation of the transactions herein contemplated will
     not conflict with or result in a breach or violation of any of the terms
     and provisions of, or constitute a default under, (A) any statute, any
     rule, regulation or order of any governmental agency or body or any court,
     domestic or foreign, having jurisdiction over the Company or any subsidiary
     of the Company or any of their properties, or (B) any agreement or
     instrument to which the Company or any such subsidiary is a party or by
     which the Company or any such subsidiary is bound or to which any of the
     properties of the Company or any such subsidiary is subject, or (C) the
     charter or by-laws or other organizational documents of the Company or any
     such subsidiary, other than, in the case of clauses (A) or (B) above, such
     conflicts, breaches, violations or defaults that would not, individually or
     in the aggregate, have a Material Adverse Effect.

          (k) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (l) Except as disclosed in the Prospectus, the Company and each of its
     subsidiaries has (A) good and indefeasible title to (in the case of fee
     interests in real property), (B) valid leasehold interests in (in the case
     of leasehold interests in real or personal property) and (C) valid title to
     (in the case of all other personal property), all of its respective
     properties and assets reflected in the Company's consolidated financial
     statements included in the Registration Statement and the Prospectus free
     and clear of all liens, encumbrances and defects, except for such failures
     to have such title to or interests in, and for such liens, encumbrances and
     defects, as would not, individually or in the aggregate, have a Material
     Adverse Effect.

          (m) The Company and its subsidiaries possess adequate certificates,
     authorities or permits issued by appropriate governmental agencies or
     bodies necessary to conduct the business now operated by them, except as
     would not, individually or in the aggregate, have a Material Adverse
     Effect, and have not received any notice of proceedings relating to the
     revocation or modification of any such certificate, authority or permit
     that, if determined adversely to the Company or any of its subsidiaries,
     would individually or in the aggregate, have a Material Adverse Effect.

          (n) No labor dispute with the employees of the Company or any
     subsidiary exists or, to the knowledge of the Company, is imminent that
     would reasonably be expected to have a Material Adverse Effect.

                                       3



          (o) The Company and its subsidiaries own, possess or can acquire on
     reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "intellectual property rights")
     necessary to conduct the business now operated by them, or presently
     employed by them, except as would not, individually or in the aggregate,
     have a Material Adverse Effect, and have not received any notice of
     infringement of or conflict with asserted rights of others with respect to
     any intellectual property rights that, if determined adversely to the
     Company or any of its subsidiaries, would individually or in the aggregate
     have a Material Adverse Effect.

          (p) Except as disclosed in the Prospectus, and except for such matters
     as would not, individually or in the aggregate, have a Material Adverse
     Effect or be required to be disclosed in the Prospectus by the Commission
     pursuant to the 1933 Act Regulations, the Company and its subsidiaries (or,
     to the knowledge of the Company, any other entity for whose acts or
     omissions the Company is or may be liable) (1) are conducting and have
     conducted their businesses, operations and facilities in compliance with
     Environmental Laws (as defined below); (2) possess and maintain in full
     force and effect any and all permits, licenses or registrations required
     under Environmental Law for the conduct of their businesses ("Environmental
     Permits"); (3) have not, pursuant to any contract, assumed responsibility
     to cure any currently identified material liability under Environmental Law
     or to remediate any currently identified Hazardous Substances (as defined
     below) spill or release; (4) have not received any notice from a
     governmental authority or any other third party alleging any violation of
     Environmental Law or liability thereunder (including, without limitation,
     liability as a "potentially responsible party" and/or for costs of
     investigating or remediating sites containing Hazardous Substances and/or
     damages to natural resources); (5) are not subject to any pending or, to
     the knowledge of the Company, threatened claim or other legal proceeding
     under any Environmental Laws against the Company or its subsidiaries; (6)
     do not have knowledge of any pending Environmental Law, or any unsatisfied
     condition in an Environmental Permit, or any release of Hazardous
     Substances that, individually or in the aggregate, can reasonably be
     expected to require any material capital expenditures to maintain the
     Company's or the subsidiaries' compliance with Environmental Law or with
     their Environmental Permits; and (7) does not (A) rely on any third party
     for an indemnity for, or the contractual assumption of, any material
     remediation obligation or liability under Environmental Law and (B) have
     reasonable cause to believe that such third party will default in its
     obligation to comply with such indemnity or contractual assumption. As used
     in this paragraph, "Environmental Laws" means any and all applicable
     federal, state, local, and foreign laws, statutes, ordinances, rules,
     regulations, requirements and common law, or any enforceable administrative
     or judicial interpretation, order, consent, decree or judgment thereof,
     relating to pollution or the protection of human health or the environment,
     including, without limitation, those relating to, regulating, or imposing
     liability or standards of conduct concerning (i) noise or odor, (ii)
     emissions, discharges, releases or threatened releases of Hazardous
     Substances into ambient air, surface water, groundwater or land, (iii) the
     generation, manufacture, processing, distribution, use, treatment, storage,
     disposal, release, transport or handling of, or exposure to, Hazardous
     Substances, (iv) the protection of wildlife or endangered or threatened
     species, or (v) the investigation, remediation or cleanup of, or exposure
     to, any Hazardous Substances. As used in this paragraph, "Hazardous
     Substances" means pollutants, contaminants or hazardous, dangerous or toxic
     substances, materials, constituents or wastes or petroleum, petroleum
     products and their breakdown constituents, or any other chemical substance
     regulated under Environmental Laws.

          (q) Except as disclosed in the Prospectus, there are no pending
     actions, suits or proceedings against or affecting the Company, any of its
     subsidiaries or any of their respective properties that, if determined
     adversely to the Company or any of its subsidiaries, would individually or
     in the aggregate have a Material Adverse Effect, or would materially and
     adversely affect the ability of the Company to perform its obligations
     under this Agreement, or which are otherwise material in the context of the
     sale of the Offered Securities; and no such actions, suits or proceedings
     are threatened or, to the Company's knowledge, contemplated.

          (r) The financial statements included in the Registration Statement
     and the Prospectus present fairly the financial position of the Company and
     its consolidated subsidiaries as of the dates shown and their results of
     operations and cash flows for the periods shown, and such financial
     statements have been prepared in conformity with the generally accepted
     accounting principles in the United States

                                       4



     ("GAAP") applied on a consistent basis; all non-GAAP financial information
     included in the Registration Statement complies with the requirements of
     Item 10 of Regulation S-K under the 1933 Act.

          (s) Except as disclosed in the Prospectus, since the date of the
     latest audited financial statements included in the Prospectus there has
     been no material adverse change, nor any development or event involving a
     prospective material adverse change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as a whole, and, except as disclosed in or contemplated
     by the Prospectus, there has been no dividend or distribution of any kind
     declared, paid or made by the Company on any class of its capital stock.

          (t) As of the date hereof, the Company is subject to the reporting
     requirements of either Section 13 of the 1934 Act and files reports with
     the Commission on EDGAR.

          (u) The Company is not and, after giving effect to the offering and
     sale of the Offered Securities and the application of the proceeds thereof
     as described in the Prospectus, will not be an "investment company" as
     defined in the Investment Company Act of 1940.

          (v) The Company and its subsidiaries have filed all federal, state and
     local income and franchise tax returns required to be filed through the
     date hereof, except where the failure to so file such returns would not,
     individually or in the aggregate, have a Material Adverse Effect, and have
     paid all taxes due thereon, and other than tax deficiencies which the
     Company or any of its subsidiaries is contesting in good faith and for
     which adequate reserves have been provided in accordance with GAAP, there
     is no tax deficiency that has been asserted against the Company or any of
     its subsidiaries that would, individually or in the aggregate, have a
     Material Adverse Effect.

          (w) Prior to the date hereof, neither the Company nor any of its
     affiliates has taken any action which is designed to or which has
     constituted or which might have been expected to cause or result in
     unlawful stabilization or manipulation of the price of any security of the
     Company in connection with the offering of the Offered Securities.

          (x) PricewaterhouseCoopers LLP who have certified certain financial
     statements of the Company and its subsidiaries are an independent
     registered public accounting firm as contemplated by the 1933 Act and the
     1933 Act Regulations.

          (y) The Company and its subsidiaries maintain a system of internal
     accounting controls sufficient to provide reasonable assurance that (i)
     transactions are executed in accordance with management's general or
     specific authorization and (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with GAAP and to
     maintain accountability for assets.

          (z) The Company and its subsidiaries maintain disclosure controls and
     procedures (as defined in Rule 13a-14 of the 1934 Act Regulations) designed
     to ensure that information required to be disclosed by the Company,
     including its consolidated subsidiaries, in the reports that it files or
     submits under the 1934 Act is recorded, processed, summarized and reported
     in accordance with the 1934 Act Regulations. The Company has carried out
     evaluations, under the supervision and with the participation of the
     Company's management, of the effectiveness of the design and operation of
     the Company's disclosure controls and procedures in accordance with Rule
     13a-15 of the 1934 Act Regulations.

     3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Company, at a purchase price of $        per share, the number of Firm
                                          -------
Securities set forth below the caption "Number of Firm Securities to be Sold by
the Company" and opposite the name of such Underwriter in Schedule A hereto.

     The Company will deliver the Firm Securities to the Underwriters, against
payment of the purchase price in Federal (same day) funds by official bank check
or checks or wire transfer to an account at a bank acceptable to the

                                       5



Underwriters drawn to the order of the Company in the case of the Firm
Securities at the office of Baker Botts L.L.P., 910 Louisiana Street, Houston,
TX 70002, at 9:00 A.M., New York time, on               , 20  , or at such other
                                          ---------- --     --
time not later than seven full business days thereafter as the Underwriters and
the Company determine, such time being herein referred to as the "First Closing
Date". For purposes of Rule 15c6-1 of the 1934 Act Regulations, the First
Closing Date (if later than the otherwise applicable settlement date) shall be
the settlement date for payment of funds and delivery of securities for all the
Offered Securities sold pursuant to the offering. The certificates for the Firm
Securities so to be delivered will be in definitive form, in such denominations
and registered in such names as the Underwriters request and will be made
available for checking and packaging at the above office of Baker Botts L.L.P.
at least 24 hours prior to the First Closing Date.

     In addition, upon written notice from the Underwriters given to the Company
not more than 30 days subsequent to the date of the Prospectus, the Underwriters
may purchase all or less than all of the Optional Securities at the purchase
price per Security to be paid for the Firm Securities. The Company agrees to
sell to the Underwriters the number of shares of Optional Securities specified
in such notice and the Underwriters agree, severally and not jointly, to
purchase such Optional Securities. Such Optional Securities shall be purchased
from the Company for the account of each Underwriter in the same proportion as
the number of Firm Securities set forth opposite such Underwriter's name bears
to the total number of Firm Securities in Schedule A hereto (subject to
adjustment by the Underwriters to eliminate fractions) and may be purchased by
the Underwriters only for the purpose of covering over-allotments made in
connection with the sale of the Firm Securities. No Optional Securities shall be
sold or delivered unless the Firm Securities previously have been, or
simultaneously are, sold and delivered. The right to purchase the Optional
Securities or any portion thereof may be exercised no more than once and to the
extent not previously exercised may be surrendered and terminated at any time
upon notice by the Underwriters to the Company.

     The time for the delivery of and payment for the Optional Securities, being
herein referred to as the "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and the Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by the
Underwriters but shall be not later than five full business days after written
notice of election to purchase Optional Securities is given. On the Optional
Closing Date, the Company will deliver the Optional Securities being purchased
on the Optional Closing Date to the several Underwriters, against payment of the
purchase price therefor in Federal (same day) funds by official bank check or
checks or wire transfer to an account at a bank acceptable to the Underwriters
drawn to the order of the Company, at office of Baker Botts L.L.P., 910
Louisiana Street, Houston, TX 70002. The certificates for the Optional
Securities being purchased on the Optional Closing Date will be in definitive
form, in such denominations and registered in such names as the Underwriters
request upon reasonable notice prior to the Optional Closing Date and will be
made available for checking and packaging at the above office of Baker Botts
L.L.P. at a reasonable time in advance of the Optional Closing Date.

     4. Offering by Underwriters. It is understood that the several Underwriters
propose to offer the Offered Securities for sale to the public as set forth in
the Prospectus.

     5. Certain Agreements of the Company. The Company agrees with the several
Underwriters that:

          (a) At any time when a prospectus relating to the Offered Securities
     is required to be delivered under the 1933 Act, the Company will not file
     or make any amendment to the Registration Statement or any supplement to
     the Prospectus (except for periodic or current reports filed under the 1934
     Act) unless the Company has furnished the Underwriters a copy for its
     review prior to filing and given the Underwriters a reasonable opportunity
     to comment on any such proposed amendment or supplement. The Underwriters
     shall make its responses thereto, if any, promptly. Immediately following
     the execution of this Agreement, the Company will prepare a prospectus
     supplement, in form approved by the Underwriters, setting forth the number
     of shares of Offered Securities to be sold, the Underwriters' names, the
     price at which the Offered Securities are to be purchased by the
     Underwriters from the Company, the initial offering price, the selling
     concession and reallowance, if any, and such other information as the
     Underwriters and the Company deem appropriate in connection with the
     offering of the Offered Securities. The Company will promptly cause the
     Prospectus to be filed with the Commission pursuant to Rule 424(b) of the
     1933 Act Regulations in the manner and within the time period prescribed by
     such rule and will provide evidence satisfactory to the Underwriters of
     such filing. The Company will promptly advise the

                                       6



     Underwriters (i) at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the 1933 Act, when any
     post-effective amendment to the Registration Statement shall have been
     filed or become effective, (ii) of any request by the Commission for any
     post-effective amendment of the Registration Statement or supplement to the
     Prospectus or for any additional information, (iii) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or the institution or threatening by direct
     communication with the Company of any proceeding for that purpose, and (iv)
     of the receipt by the Company of any notification with respect to the
     suspension of the qualification of the Offered Securities for sale in any
     jurisdiction or the initiation or threatening by direct communication with
     the Company of any proceeding for such purpose. The Company will promptly
     effect the filing of the Prospectus necessary pursuant to Rule 424(b) of
     the 1933 Act Regulations and will take such steps as it deems necessary to
     ascertain promptly whether the Prospectus transmitted for filing under Rule
     424(b) was received for filing by the Commission and, in the event that it
     was not, it will promptly file the Prospectus. The Company will use its
     reasonable best efforts to prevent the issuance of any stop order
     suspending the effectiveness of the Registration Statement and, if issued,
     to obtain as soon as possible the withdrawal thereof.

          (b) If at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the 1933 Act, any event occurs
     as a result of which the Prospectus would include any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, or if it shall be necessary to amend the Registration
     Statement or to supplement the Prospectus to comply with the 1933 Act or
     the 1934 Act, or the 1933 Act Regulations or the 1934 Act Regulations, the
     Company promptly will (i) notify the Underwriters, (ii) prepare and file
     with the Commission, subject to the first sentence of paragraph (a) of this
     Section 5, an amendment or supplement which will correct such statement or
     omission or effect such compliance, and (iii) supply any supplemented
     Prospectus to the Underwriters in such quantities as the Underwriters may
     reasonably request.

          (c) During the period when a prospectus relating to the Offered
     Securities is required to be delivered under the 1933 Act, (i) the Company
     will file promptly all documents required to be filed with the Commission
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will
     furnish to the Underwriters copies of such documents, (ii) on or prior to
     the date on which the Company makes any announcement to the general public
     concerning earnings or concerning any other event which is required to be
     described, or which the Company proposes to describe, in a document filed
     pursuant to the 1934 Act, the Company will furnish to the Underwriters the
     information contained or to be contained in such announcement or document
     and (iii) the Company will furnish to the Underwriters copies of all other
     material press releases or announcements to the general public.

          (d) As soon as practicable, but not later than 90 days after the close
     of the period covered by the earnings statement, the Company will make
     generally available to its security holders and to the Underwriters an
     earnings statement or statements of the Company and its subsidiaries which
     will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
     of the 1933 Act Regulations.

          (e) So long as the Underwriters are required to deliver a prospectus
     in connection with sales of the Offered Securities, the Company will
     furnish to the Underwriters and their counsel, without charge, such copies
     of the Registration Statement (including exhibits thereto) and Prospectus
     as the Underwriters may reasonably request.

          (f) The Company will use its reasonable best efforts to arrange for
     the qualification of the Offered Securities for sale under the laws of such
     jurisdictions as the Underwriters reasonably request and will continue such
     qualifications in effect so long as required for the distribution of the
     Offered Securities, provided that the Company shall not be required to
     qualify as a foreign corporation or to file a general consent to service of
     process in any jurisdiction.

          (g) For a period of 60 days after the First Closing Date, the Company
     will not offer, sell, contract to sell, pledge or otherwise dispose of,
     directly or indirectly, or file with the Commission a registration
     statement under the 1933 Act (other than a registration statement on Form
     S-8) relating to, any

                                       7



     additional shares of the Securities or securities convertible into or
     exchangeable or exercisable for any shares of the Securities, or publicly
     disclose the intention to make any such offer, sale, pledge, disposition or
     filing, without the prior written consent of the Underwriters, except
     grants of stock options, restricted stock or other stock-based awards
     pursuant to the terms of the Company's 2004 Omnibus Incentive Plan or any
     similar plan, issuances of Securities pursuant to the exercise of such
     awards or the exercise of any other awards outstanding on the date hereof
     or issuances of Securities pursuant to the Company's dividend reinvestment
     plan.

          (h) The Company agrees with the several Underwriters that the Company
     will pay all expenses incident to the performance of the obligations of the
     Company under this Agreement (including, without limitation, fees of the
     Company's counsel, accounting fees and fees related to the listing of the
     Offered Securities on the New York Stock Exchange), for any filing fees and
     other expenses (including fees and disbursements of counsel) in connection
     with qualification of the Offered Securities for sale under the laws of
     such jurisdictions as the Underwriters designate and the printing of
     memoranda relating thereto, for any travel expenses of the Company's
     officers and employees and any other expenses of the Company in connection
     with attending or hosting meetings with prospective purchasers of the
     Offered Securities and for expenses incurred in distributing preliminary
     prospectuses and the Prospectus (including any amendments and supplements
     thereto) to the Underwriters.

     6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on the Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

          (a) The Underwriters shall have received a letter, dated the date
     hereof, containing statements and information of the type ordinarily
     included in accountants' "comfort letters" to underwriters with respect to
     the financial statements and certain financial information contained in the
     Registration Statement and the Prospectus.

          (b) The Prospectus shall have been filed with the Commission in
     accordance with the 1933 Act Regulations and Section 5(a) of this
     Agreement. Prior to such Closing Date, no stop order suspending the
     effectiveness of the Registration Statement shall have been issued and no
     proceedings for that purpose shall have been instituted or, to the
     knowledge of Company or the Underwriters, shall be contemplated by the
     Commission.

          (c) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as a whole which, in the reasonable judgment of a
     majority in interest of the Underwriters, is material and adverse and makes
     it impractical or inadvisable to proceed with completion of the public
     offering or the sale of and payment for the Offered Securities; (ii) any
     downgrading in the rating of any debt securities of the Company by any
     "nationally recognized statistical rating organization" (as defined for
     purposes of Rule 436(g) of the 1933 Act Regulations), or any public
     announcement that any such organization has under surveillance or review
     its rating of any debt securities of the Company (other than an
     announcement with positive implications of a possible upgrading, and no
     implication of a possible downgrading, of such rating); (iii) any change in
     U.S. or international financial, political or economic conditions or
     currency exchange rates or exchange controls as would, in the reasonable
     judgment of a majority in interest of the Underwriters, be likely to
     prejudice materially the success of the proposed issue, sale or
     distribution of the Offered Securities, whether in the primary market or in
     respect of dealings in the secondary market; (iv) any material suspension
     or material limitation of trading in securities generally on the New York
     Stock Exchange, or any setting of minimum prices for trading on such
     exchange; (v) any suspension of trading of any securities of the Company on
     any exchange or in the over-the-counter market; (vi) any banking moratorium
     declared by U.S. Federal or New York authorities; (vii) any major
     disruption of settlements of securities or clearance services in the United
     States or (viii) any attack on, outbreak or escalation of hostilities or
     act of terrorism involving the United States, any declaration of war by
     Congress or any other

                                       8



     national or international calamity or emergency if, in the reasonable
     judgment of a majority in interest of the Underwriters, the effect of any
     such attack, outbreak, escalation, act, declaration, calamity or emergency
     makes it impractical or inadvisable to proceed with completion of the
     public offering or the sale of, delivery and payment for the Offered
     Securities.

          (d) The Underwriters shall have received an opinion, dated such
     Closing Date, of Baker Botts L.L.P., counsel for the Company, to the effect
     that:

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

               (ii) The Offered Securities delivered on such Closing Date and
          all other outstanding shares of the Common Stock of the Company have
          been duly authorized and validly issued and are fully paid and
          nonassessable; and the stockholders of the Company have no preemptive
          rights under the charters or bylaws of the Company, the Delaware
          General Corporation Law or, to the best of the knowledge of such
          counsel, any other agreement or instrument to which the Company is a
          party, with respect to the Securities;

               (iii) Except as described in the Prospectus, there are no
          contracts, agreements or understandings known to such counsel between
          the Company and any person granting such person the right to require
          the Company to file a registration statement under the 1933 Act with
          respect to any securities of the Company owned or to be owned by such
          person or to require the Company to include such securities in the
          securities registered pursuant to the Registration Statement or in any
          securities being registered pursuant to any other registration
          statement filed by the Company under the 1933 Act that have not been
          validly waived or satisfied prior to the date hereof;

               (iv) No consent, approval, authorization or order of, or filing
          with, any governmental agency or body or any court is required to be
          obtained or made by the Company for the consummation of the
          transactions contemplated by this Agreement in connection with the
          sale of the Offered Securities, except such as have been obtained and
          made under the 1933 Act, such consents, approvals or filings as may be
          required by or with the NASD (as to which such counsel need express no
          opinion) and such as may be required under state securities or blue
          sky laws (as to which such counsel need express no opinion);

               (v) The execution, delivery and performance of this Agreement and
          the sale of the Offered Securities will not conflict with or result in
          a breach or violation of any of the terms and provisions of, or
          constitute a default under, (A) any statute, rule or regulation of, or
          order of any governmental agency or body or any court having
          jurisdiction in, the United States, the State of Texas or the State of
          New York, and the Delaware General Corporation Law (provided, however,
          that such counsel need express no opinion with respect to compliance
          with any state securities or antifraud law, rule or regulation), (B)
          any agreement or instrument listed as an exhibit to the most recently
          filed Annual Report on Form 10-K of the Company (the "Material
          Agreements"), or (C) the charter or by-laws of the Company, other
          than, in the case of clauses (A) or (B) above, such conflicts,
          breaches, violations or defaults that would not, individually or in
          the aggregate, have a Material Adverse Effect;

               (vi) This Agreement has been duly authorized, executed and
          delivered by the Company;

               (vii) The statements contained in the Prospectus under the
          caption "Description of Capital Stock" insofar as they purport to
          constitute a summary of the Securities, accurately summarize in all
          material respects the terms of the Securities;

                                       9



               (viii) The Registration Statement was declared effective under
          the 1933 Act as of the date and time specified in such opinion; the
          Prospectus was filed with the Commission pursuant to the subparagraph
          of Rule 424(b) specified in such opinion, and, to the best of the
          knowledge of such counsel, no stop order suspending the effectiveness
          of the Registration Statement or any part thereof has been issued and
          no proceedings for that purpose have been instituted or are pending or
          contemplated under the 1933 Act, and the Registration Statement and
          the Prospectus (other than the financial statements and schedules,
          including the notes thereto, the auditors' reports thereon,
          management's report on internal control over financial reporting, if
          any, and the other financial, numerical and accounting information
          included therein, or omitted therefrom, as to which such counsel need
          express no opinion), and each amendment or supplement thereto, as of
          their respective effective or issue dates, complied as to form in all
          material respects with the requirements of the 1933 Act and the 1933
          Act Regulations; and

               (ix) The documents incorporated by reference in the Prospectus
          (other than the financial statements and schedules, including the
          notes thereto, the auditors' reports thereon, management's report on
          internal control over financial reporting, if any, and the other
          financial, numerical and accounting information included therein, or
          omitted therefrom, as to which such counsel need express no opinion),
          at the time they were filed with the Commission, appear on their faces
          to comply as to form in all material respects with the requirements of
          the 1934 Act and the 1934 Act Regulations.

               Such counsel shall also include, in a separate paragraph of its
          opinion, statements to the following effect: such counsel has
          participated in conferences with officers and other representatives of
          the Company, with representatives of the independent accountants of
          the Company, with representatives of and counsel for the Underwriters,
          at which the contents of the Registration Statement and the Prospectus
          were discussed, and although such counsel did not independently verify
          such information, and is not passing upon and does not assume any
          responsibility for, the accuracy, completeness or fairness of the
          statements contained in the Registration Statement or Prospectus
          (except to the extent set forth in paragraph (vii) above), on the
          basis of the foregoing (relying as to materiality to a large extent
          upon officers and other representatives of the Company and
          representatives of the Underwriters), no facts have come to such
          counsel's attention that lead such counsel to believe that (A) the
          Registration Statement (other than the financial statements and
          schedules, including the notes thereto, the auditors' reports thereon,
          management's report on internal control over financial reporting, if
          any, and the other financial, numerical and accounting information
          included therein or omitted therefrom, as to which such counsel has
          not been asked to comment) as of its effective date or as of such
          Closing Date included an untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements therein not misleading, and (B) the Prospectus or any
          amendments thereto (other than the financial statements and schedules,
          including the notes thereto, the auditors' reports thereon,
          management's report on internal control over financial reporting, if
          any, and the other financial, numerical and accounting information
          included therein or omitted therefrom, as to which such counsel has
          not been asked to comment) as of its effective date or as of such
          Closing Date included an untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made not misleading.

          (e) The Underwriters shall have received an opinion, dated such
     Closing Date, of Stephen Wallace, Vice President and General Counsel of the
     Company, to the effect that:

               (i) The Company is duly qualified to do business as a foreign
          corporation in good standing in all jurisdictions in which its
          ownership or lease of property or the conduct of its business requires
          such qualification, except where the failure to be so qualified or in
          good standing would not, individually or in the aggregate, have a
          Material Adverse Effect;

               (ii) Each subsidiary of the Company listed on Exhibit A hereto
          has been duly incorporated or formed and is an existing corporation or
          other entity in good standing under the

                                       10



          laws of the jurisdiction of its incorporation, with power and
          authority (corporate and other organizational) to own its properties
          and conduct its business as described in the Prospectus; and each
          subsidiary listed on Exhibit A hereto is duly qualified to do business
          as a foreign corporation or other entity in good standing in all other
          jurisdictions in which its ownership or lease of property or the
          conduct of its business requires such qualification, except where the
          failure to be so qualified or in good standing would not, individually
          or in the aggregate, have a Material Adverse Effect; all of the issued
          and outstanding capital stock or limited partnership interests, as
          applicable, of each subsidiary of the Company has been duly authorized
          and validly issued and is fully paid and nonassessable; and the
          capital stock or limited partnership interests, as applicable, of each
          subsidiary owned by the Company, directly or through subsidiaries, is
          owned free from liens and encumbrances, except to the extent that (i)
          such capital stock or limited partnership interest is subject to a
          lien or encumbrance in connection with the Debt Agreements or (ii) any
          failure of such capital stock or limited partnership interests to be
          free from liens and encumbrances would not, individually or in the
          aggregate, have a Material Adverse Effect; and

               (iii) The execution, delivery and performance of this Agreement
          will not result in (A) a breach or violation of any of the terms and
          provisions of, or constitute a default under, the charter or by-laws
          or other organizational documents of any subsidiary of the Company, or
          (B) any agreement or instrument to which the Company or any subsidiary
          is a party or by which the Company or any such subsidiary is bound or
          to which any of the properties of the Company or any such subsidiary
          is subject (excluding the Material Agreements, as to which such
          counsel need express no opinion), other than, in the case of clause
          (B) above, such conflicts, breaches, violations or defaults that would
          not, individually or in the aggregate, have a Material Adverse Effect.

          Such counsel shall also include, in a separate paragraph of its
     opinion, statements to the following effect: such counsel has participated
     in conferences with officers and other representatives of the Company, with
     representatives of the independent accountants of the Company, with
     representatives of and counsel for the Underwriters, at which the contents
     of the Registration Statement and the Prospectus were discussed, and
     although such counsel did not independently verify such information, and is
     not passing upon and does not assume any responsibility for, the accuracy,
     completeness or fairness of the statements contained in the Registration
     Statement or Prospectus or any amendment thereto, on the basis of the
     foregoing (relying as to materiality to a large extent upon officers and
     other representatives of the Company and representatives of the
     Underwriters), no facts have come to such counsel's attention that lead
     such counsel to believe that (A) the Registration Statement (other than the
     financial statements and schedules, including the notes thereto, the
     auditors' reports thereon, management's report on internal control over
     financial reporting, if any, and the other financial, numerical and
     accounting information included therein or omitted therefrom, as to which
     such counsel has not been asked to comment) as of its effective date or as
     of such Closing Date included an untrue statement of a material fact or
     omitted to state a material fact necessary in order to make the statements
     therein not misleading, and (B) the Prospectus or any amendment thereto
     (other than the financial statements and schedules, including the notes
     thereto, the auditors' reports thereon, management's report on internal
     control over financial reporting, if any, and the other financial,
     numerical and accounting information included therein or omitted therefrom,
     as to which such counsel has not been asked to comment) as of its effective
     date or as of such Closing Date included an untrue statement of a material
     fact or omitted to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading.

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

          (g) The Underwriters shall have received a certificate, dated such
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of the Company in which

                                       11



     such officers, to the best of their knowledge after reasonable
     investigation, shall state that: the representations and warranties of the
     Company in this Agreement are true and correct; the Company has complied
     with all agreements and satisfied all conditions on its part to be
     performed or satisfied hereunder at or prior to such Closing Date; no stop
     order suspending the effectiveness of the Registration Statement has been
     issued and no proceedings for that purpose have been instituted or are
     contemplated by the Commission; and, subsequent to the date of the most
     recent financial statements in the Prospectus, there has been no material
     adverse change, nor any development or event involving a prospective
     material adverse change, in the condition (financial or other), business,
     properties or results of operations of the Company and its subsidiaries,
     taken as a whole, except as set forth in the Prospectus or as described in
     such certificate.

          (h) The Underwriters shall have received a letter, dated such Closing
     Date, of PricewaterhouseCoopers LLP which meets the requirements of
     subsection (a) of this Section, except that the specified date referred to
     in such subsection will be a date not more than three days prior to such
     Closing Date for the purposes of this subsection.

          (i) [On or prior to the date of this Agreement, the Underwriters shall
     have received lockup letters from TTWF LP and each of the executive
     officers and directors of the Company who own any Securities].

The Company will furnish the Underwriters with such conformed copies of such
opinions, certificates, letters and documents as the Underwriters reasonably
request. The Underwriters may in their discretion waive compliance with any
conditions to the obligations of the Underwriters hereunder, whether in respect
of the Optional Closing Date or otherwise.

     7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, members, directors and officers
and each person, if any who controls such Underwriter within the meaning of
Section 15 of the 1933 Act, against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the 1933
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter specifically for use
therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in subsection
(b) below; and provided, further, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from any preliminary
prospectus the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities
concerned, to the extent that a prospectus relating to such Offered Securities
was required to be delivered by such Underwriter under the 1933 Act in
connection with such purchase and any such loss, claim, damage or liability of
such Underwriter results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Prospectus if the Company had
previously furnished copies thereof to such Underwriter.

          (b) Each Underwriter will severally and not jointly indemnify and hold
     harmless the Company, its directors and officers and each person, if any,
     who controls the Company within the meaning of Section 15 of the 1933 Act,
     against any losses, claims, damages or liabilities to which the Company may
     become subject, under the 1933 Act or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any untrue statement or alleged untrue statement of any
     material fact contained in the Registration Statement, the Prospectus, or
     any amendment or supplement thereto, or any related preliminary prospectus,
     or arise out of or are based upon the omission or

                                       12



     the alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, in each
     case to the extent, but only to the extent, that such untrue statement or
     alleged untrue statement or omission or alleged omission was made in
     reliance upon and in conformity with written information furnished to the
     Company by such Underwriter specifically for use therein, and will
     reimburse any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such loss, claim, damage,
     liability or action as such expenses are incurred, it being understood and
     agreed that the only such information furnished by any Underwriter consists
     of the following information in the Prospectus furnished on behalf of each
     Underwriter: [list applicable sentences and paragraphs].

          (c) Promptly after receipt by an indemnified party under this Section
     of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against an indemnifying party
     under subsection (a) or (b) above, notify the indemnifying party of the
     commencement thereof; but the failure to notify the indemnifying party
     shall not relieve it from any liability that it may have under subsection
     (a) or (b) above except to the extent that it has been materially
     prejudiced (through the forfeiture of substantive rights or defenses) by
     such failure; and provided further that the failure to notify the
     indemnifying party shall not relieve it from any liability that it may have
     to an indemnified party otherwise than under subsection (a) or (b) above,
     except to the extent that it has been materially prejudiced (through the
     forfeiture of substantive rights and defenses) by such failure. In case any
     such action is brought against any indemnified party and it notifies the
     indemnifying party of the commencement thereof, the indemnifying party will
     be entitled to participate therein and, to the extent that it may wish,
     jointly with any other indemnifying party similarly notified, to assume the
     defense thereof, with counsel reasonably satisfactory to such indemnified
     party (who shall not, except with the consent of the indemnified party, be
     counsel to the indemnifying party), and after notice from the indemnifying
     party to such indemnified party of its election so to assume the defense
     thereof, the indemnifying party will not be liable to such indemnified
     party under this Section for any legal or other expenses subsequently
     incurred by such indemnified party in connection with the defense thereof
     other than reasonable costs of investigation. No indemnifying party shall,
     without the prior written consent of the indemnified party, effect any
     settlement of any pending or threatened action in respect of which any
     indemnified party is or could have been a party and indemnity could have
     been sought hereunder by such indemnified party unless such settlement (i)
     includes an unconditional release of such indemnified party from all
     liability on any claims that are the subject matter of such action and (ii)
     does not include a statement as to, or an admission of, fault, culpability
     or a failure to act by or on behalf of an indemnified party.

          (d) If the indemnification provided for in this Section is unavailable
     or insufficient to hold harmless an indemnified party under subsection (a)
     or (b) above, then each indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a result of the losses,
     claims, damages or liabilities referred to in subsection (a) or (b) above
     (i) in such proportion as is appropriate to reflect the relative benefits
     received by the Company on the one hand and the Underwriters on the other
     from the offering of the Offered Securities or (ii) if the allocation
     provided by clause (i) above is not permitted by applicable law, in such
     proportion as is appropriate to reflect not only the relative benefits
     referred to in clause (i) above but also the relative fault of the Company
     on the one hand and the Underwriters on the other in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities as well as any other relevant equitable considerations. The
     relative benefits received by the Company on the one hand and the
     Underwriters on the other shall be deemed to be in the same proportion as
     the total net proceeds from the offering (before deducting expenses)
     received by the Company bear to the total underwriting discounts and
     commissions received by the Underwriters. The relative fault shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Company or the Underwriters and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such untrue
     statement or omission. The amount paid by an indemnified party as a result
     of the losses, claims, damages or liabilities referred to in the first
     sentence of this subsection (d) shall be deemed to include any legal or
     other expenses reasonably incurred by such indemnified party in connection
     with investigating or defending any action or claim which is the subject of
     this subsection (d). Notwithstanding the provisions of this subsection (d),
     no Underwriter shall be required to contribute any amount in excess of the
     amount by which the total price at which the Offered

                                       13



     Securities underwritten by it and distributed to the public were offered to
     the public exceeds the amount of any damages which such Underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
     shall be entitled to contribution from any person who was not guilty of
     such fraudulent misrepresentation. The Underwriters' obligations in this
     subsection (d) to contribute are several in proportion to their respective
     underwriting obligations and not joint.

          (e) The obligations of the Company under this Section shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each person, if any, who
     controls any Underwriter within the meaning of the 1933 Act; and the
     obligations of the Underwriters under this Section shall be in addition to
     any liability which the respective Underwriters may otherwise have and
     shall extend, upon the same terms and conditions, to each director of the
     Company, to each officer of the Company who has signed the Registration
     Statement and to each person, if any, who controls the Company within the
     meaning of the 1933 Act.

     8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
Closing Date or the Optional Closing Date and the aggregate number of shares of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date,
the Underwriters may make arrangements satisfactory to the Company for the
purchase of such Offered Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
the Underwriters and the Company for the purchase of such Offered Securities by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Company, except as provided in Section 9 (provided that if such default
occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Firm Securities purchased prior to such
termination). As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.

     9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Underwriters pursuant to Section 7 shall
remain in effect, and if any Offered Securities have been purchased hereunder,
the representations and warranties in Section 2 and all obligations under
Section 5 shall also remain in effect. If the purchase of the Offered Securities
by the Underwriters is not consummated for any reason other than solely because
of the termination of this Agreement pursuant to Section 8 or the occurrence of
any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section
6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.

     10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or faxed and confirmed to the
Underwriters, c/o                 ,                     ,                    ,
                  ----------------  --------------------  -------------------
Attention:                      (fax: (  )     -   ), or, if sent to the
           --------------------        --  ---- ---
Company, will be mailed, delivered or faxed and confirmed to it at 2801 Post Oak
Boulevard, Houston, Texas 77056, Attention: General Counsel (fax (713)
629-6239); provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered or faxed and confirmed to such Underwriter.

                                       14



     11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

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

     13. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.

                                       15



     If the foregoing is in accordance with the Underwriters' understanding of
our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.

                                     Very truly yours,

                                         WESTLAKE CHEMICAL CORPORATION


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

                                       16



     The foregoing Underwriting Agreement is hereby confirmed and accepted as of
the date first above written.

                                            By [NAME OF UNDERWRITERS]


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

                                       17



                                   SCHEDULE A

                                            Number of Firm Securities
Underwriter                                 to Be Sold By the Company
-----------                                 -------------------------
   Total.................................
                                                      =====



                                    EXHIBIT A
                              Material Subsidiaries

North American Bristol Corporation
North American Pipe Corporation
Westlake Styrene LP
Westlake Polymers LP
WPT LP
Westech Building Products, Inc.
Westlake Petrochemicals LP
Westlake PVC Corporation
Westlake Vinyls, Inc.



                                    EXHIBIT B
                              Form of Lockup Letter

                                                                          , 20
                                                                      ----    --

Westlake Chemical Corporation
2801 Post Oak Boulevard
Houston, Texas 77056

[Name and Address of the Underwriters]

Dear Sirs:

          As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made of [common] [preferred]
stock (the "Securities") of Westlake Chemical Corporation, a Delaware
corporation, and any successor (by merger or otherwise) thereto (the "Company"),
the undersigned hereby agrees that from the date hereof and until 60 days after
the public offering date set forth on the final prospectus used to sell the
Securities (the "Public Offering Date") pursuant to the Underwriting Agreement,
to which you are or expect to become parties, the undersigned will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any Securities or securities convertible into or exchangeable or exercisable for
any Securities, enter into a transaction which would have the same effect, or
enter into any swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of the Securities, whether
any such aforementioned transaction is to be settled by delivery of the
Securities or such other securities, in cash or otherwise, or publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter
into any such transaction, swap, hedge or other arrangement, without, in each
case, the prior written consent the Underwriters. In addition, the undersigned
agrees that, without the prior written consent of the Underwriters, it will not,
during the period commencing on the date hereof and ending 60 days after the
Public Offering Date, make any demand for or exercise any right with respect to,
the registration of any Securities or any security convertible into or
exercisable or exchangeable for the Securities.

          Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Agreement. Any Securities acquired by
the undersigned in the open market will not be subject to this Agreement. A
transfer of Securities to a family member or trust may be made, provided the
transferee agrees to be bound in writing by the terms of this Agreement prior to
such transfer and such transfer shall not involve a disposition for value.

          In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.

          This Agreement shall be binding on the undersigned and the successors,
heirs, personal representatives and assigns of the undersigned. This Agreement
shall lapse and become null and void if (i) the Public Offering Date shall not
have occurred on or before              ,   , (ii) the Underwriting Agreement is
                           ---------- --  --
terminated in accordance with its terms or (iii) prior to the execution and
delivery of the Underwriting Agreement, the Company notifies you in writing that
it has abandoned the offering of the Securities.

                                            Very truly yours,

                                                                     Exhibit 1.2

                          WESTLAKE CHEMICAL CORPORATION

                                 DEBT SECURITIES

                         FORM OF UNDERWRITING AGREEMENT

                                                                          , 20
                                                                ----------    --

[NAMES AND ADDRESSES OF THE UNDERWRITERS]

Ladies and Gentlemen:

          1. Offering. Westlake Chemical Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell to the several underwriters named in
Schedule A hereto (the "Underwriters") U.S. $             principal amount of
                                              -----------
its    % [Senior][Subordinated] Notes due 20   (the "Offered Securities") to be
    ---                                     --
issued under an Indenture to be dated as of           , 20   (the "Indenture"),
                                            ----------    --
between the Company, the Subsidiary Guarantors (as set forth therein) and
           , as Trustee. [The Offered Securities will be unconditionally
-----------
guaranteed as to the payment of principal, premium, if any, and interest (the
"Guarantees") by the subsidiaries of the Company named in Schedule B hereto
(each a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors").]
As used herein, the term "Operative Documents" refers to this Agreement and the
Indenture.

          The Company and the Subsidiary Guarantors have filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (No. 333- ), including a form of prospectus, for the registration of
the offer and sale of certain securities, including the Offered Securities under
the Securities Act of 1933, as amended (the "1933 Act"), from time to time in
accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations"). Such registration statement has been
declared effective by the Commission. Promptly after execution and delivery of
this Agreement, the Company [and the Subsidiary Guarantors] will prepare and
file a prospectus supplement relating to the Offered Securities, the terms of
the offering thereof and the other matters set forth therein, pursuant to Rule
424(b) under the 1933 Act Regulations. The final prospectus and the final
prospectus supplement relating to the Offered Securities, in the forms filed
with the Commission pursuant to Rule 424(b) under the 1933 Act Regulations for
use in connection with the offering of the Offered Securities, are collectively
referred to herein as the "Prospectus", and such registration statement in the
form in which it became effective, is hereinafter called the "Registration
Statement"; provided, however, that all references to the "Registration
Statement" and the "Prospectus" shall also be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"), prior to the date of this Agreement. A
"preliminary prospectus" shall be deemed to refer to any prospectus that omitted
information to be included upon pricing in a form of prospectus filed with the
Commission pursuant to Rule 424(b) under the 1933 Act Regulations and was used
after such effectiveness and prior to the initial delivery of the Prospectus to
the Underwriters by the Company. For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus or the Prospectus or
any amendment or supplement to any of the foregoing shall be deemed to be
identical to the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

          All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" (or other
references of like import) in the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be, prior to the date of this Agreement; and all
references in this Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be deemed to mean
and include the filing of any document under the 1934 Act which is incorporated
by reference in the Registration Statement, such preliminary prospectus or the
Prospectus, as the case may be, after the date of this Agreement.

          2. Representations and Warranties of the Company [and the Subsidiary
Guarantors]. [The

                                        1



Company][Each of the Company and the Subsidiary Guarantors, jointly and
severally,] represents and warrants to, and agrees with, the several
Underwriters that:

               (a) At the time the Registration Statement became effective, the
          Registration Statement complied, and as of the Closing Date (as
          defined hereinafter), will comply, in all material respects with the
          requirements of the 1933 Act and the 1933 Act Regulations. The
          Registration Statement, at the time it became effective, did not, as
          of the date hereof, does not, and at the Closing Date, will not,
          contain an untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading. The Prospectus, as of its date and
          at the Closing Date will not contain an untrue statement of a material
          fact or omit to state a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading; provided, however, that the representations
          and warranties in this subsection shall not apply to statements in or
          omissions from the Registration Statement or Prospectus made in
          reliance upon and in conformity with information furnished to the
          Company in writing by the Underwriters expressly for use in the
          Registration Statement or Prospectus or to those parts of the
          Registration Statement which constitute the Statements of Eligibility
          and Qualification under the 1939 Act (the "Forms T-1") of
                                                                    ------------
          , as trustee (the "Trustee") that are filed as exhibits to the
          Registration Statement.

               (b) The documents incorporated by reference in the Prospectus, at
          the time they were or hereafter are filed with the Commission,
          complied or, when so filed, will comply, as the case may be, in all
          material respects with the requirements of the 1934 Act and the rules
          and regulations thereunder (the "1934 Act Regulations"), and, when
          read together and with the other information in the Prospectus, at the
          time the Registration Statement became effective, as of the date of
          the Prospectus and on the Closing Date, did not and will not, as of
          such time or dates, as the case may be, contain an untrue statement of
          a material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements therein, in the light of
          the circumstances under which they were or are made, not misleading.

               (c) The Offered Securities have been duly and validly authorized
          by the Company and, when duly executed by the Company in accordance
          with the terms of the Indenture, assuming due authentication of the
          Offered Securities by the Trustee, upon delivery to the Underwriters
          against payment therefor in accordance with the terms hereof, will be
          validly issued and delivered, and will constitute valid and binding
          obligations of the Company entitled to the benefits of the Indenture,
          enforceable against the Company in accordance with their terms, except
          as such enforceability may be limited by bankruptcy, fraudulent
          conveyance or transfer, insolvency, reorganization, moratorium, and
          other laws relating to or affecting creditors' rights generally and by
          general equitable principles. The Offered Securities will conform in
          all material respects to the descriptions thereof contained in the
          Prospectus.

               (d) [The Guarantee by each Subsidiary Guarantor has been duly and
          validly authorized by such Subsidiary Guarantor and when duly endorsed
          on the Offered Securities by such Subsidiary Guarantor in accordance
          with the terms of the Indenture and upon the due execution,
          authentication and delivery of the Offered Securities in accordance
          with the Indenture against payment therefor in accordance with the
          terms hereof, will constitute valid and binding obligations of such
          Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
          accordance with its terms, except as such enforceability may be
          limited by bankruptcy, fraudulent conveyance or transfer, insolvency,
          reorganization, moratorium, and other laws relating to or affecting
          creditors' rights generally and by general equitable principles. The
          Guarantees will conform in all material respects to the description
          thereof in the Prospectus.]

               (e) The Company [and each Subsidiary Guarantor] has been duly
          incorporated [or formed] and is an existing corporation [or other
          entity] in good standing under the laws of [the State of Delaware]
          [its state of incorporation or organization], with power and authority
          (corporate and other organizational) to own its properties and conduct
          its business as described in the Prospectus; and the Company [and each
          Subsidiary Guarantor] is duly qualified to do business as a foreign
          corporation [or other entity] in good standing in all other
          jurisdictions in which its ownership or lease of property or the
          conduct of its business requires such qualification, except where the
          failure to be so qualified or in good standing would not, individually
          or in the aggregate, have a material adverse effect on the current or
          future condition (financial or other), business, properties or results
          of operations of the Company[, the Subsidiary Guarantors] and any

                                        2



          [other] subsidiary of the Company, taken as a whole (a "Material
          Adverse Effect"). The Company [and each of the Subsidiary Guarantors]
          has all requisite power and authority (corporate and other
          organizational) to enter into the Operative Documents and to
          authorize, issue and sell the Offered Securities [and the Guarantees,
          as the case may be,] as contemplated by this Agreement.

               (f) Each subsidiary of the Company [(other than a Subsidiary
          Guarantor)] has been duly incorporated or formed and is an existing
          corporation or other entity in good standing under the laws of the
          jurisdiction of its incorporation or organization, with power and
          authority (corporate and other organizational) to own its properties
          and conduct its business as described in the Prospectus; and each such
          subsidiary is duly qualified to do business as a foreign corporation
          or other entity in good standing in all other jurisdictions in which
          its ownership or lease of property or the conduct of its business
          requires such qualification, except where the failure to be so
          qualified or in good standing would not, individually or in the
          aggregate, have a Material Adverse Effect.

               (g) The Company has an authorized capitalization as set forth in
          the Prospectus. All of the issued and outstanding shares of capital
          stock of the Company have been duly authorized and validly issued and
          are fully paid and non-assessable. All of the issued and outstanding
          shares of capital stock of each [Subsidiary Guarantor and of each
          other] subsidiary of the Company has been duly authorized and validly
          issued and is fully paid and nonassessable and the shares of capital
          stock of each [Subsidiary Guarantor and of each other] subsidiary
          owned by the Company, directly or through subsidiaries, is owned free
          from liens, encumbrances and defects, except as (i) would not,
          individually or in the aggregate, have a Material Adverse Effect, (ii)
          may exist or arise pursuant to or in connection with the Indenture
          dated as of July 31, 2003 by and among the Company, the guarantors
          named therein and JPMorgan Chase Bank, as trustee, relating to the 8
          3/4% senior notes due 2011, the Credit Agreement dated as of July 31,
          2003 by and among the Company, certain of its subsidiaries, the
          lenders party thereto and Bank of America, N.A., as agent, relating to
          a $200 million senior secured revolving credit facility and the Credit
          Agreement dated as of July 31, 2003 by and among the Company, certain
          of its subsidiaries, the lenders party thereto and Bank of America,
          N.A., as agent, relating to a senior secured term loan (collectively,
          the "Debt Agreements") or (iii) disclosed in the Prospectus.

               (h) The Indenture has been duly and validly authorized by the
          Company and each of the Subsidiary Guarantors, and upon its execution
          and delivery and, assuming due authorization, execution and delivery
          by the Trustee, will constitute the valid and binding obligations of
          the Company and the Subsidiary Guarantors, enforceable against the
          Company and the Subsidiary Guarantors in accordance with its terms,
          except as such enforceability may be limited by bankruptcy, fraudulent
          conveyance or transfer, insolvency, reorganization, moratorium, and
          other laws relating to or affecting creditors' rights generally and by
          general equitable principles. The Indenture will conform in all
          material respects to the description thereof in the Prospectus.

               (i) Except as disclosed in the Prospectus, there are no
          contracts, agreements or understandings between the Company [or any of
          the Subsidiary Guarantors] and any person that would give rise to a
          valid claim against the Company[, any Subsidiary Guarantor] or any
          Underwriter for a brokerage commission, finder's fee or other like
          payment in connection with the sale of the Offered Securities.

               (j) Except for the Registration Rights Agreement dated August 16,
          2004 between the Company and TTWF LP and except as described in the
          Prospectus, there are no contracts, agreements or understandings
          between the Company [or any Subsidiary Guarantor] and any person
          granting such person the right to require the Company [or such
          Subsidiary Guarantor] to file a registration statement under the 1933
          Act with respect to any securities of the Company [or such Subsidiary
          Guarantor] owned or to be owned by such person or to require the
          Company [or such Subsidiary Guarantor] to include such securities in
          the securities registered pursuant to the Registration Statement or in
          any securities being registered pursuant to any other registration
          statement filed by the Company [or such Subsidiary Guarantor] under
          the 1933 Act that have not been validly waived or satisfied prior to
          the date hereof.

                                        3



               (k) No consent, approval, authorization, or order of, or filing
          with, any governmental agency of the United States or body or any
          court with jurisdiction in the United States is required to be
          obtained or made by the Company [or any of the Subsidiary Guarantors]
          for the consummation of the transactions contemplated by this
          Agreement in connection with the sale of the Offered Securities,
          except such as have been obtained and made or will be obtained and
          made prior to the date hereof under the 1933 Act (provided, however, a
          filing with the Commission pursuant to Rule 424(b) may be made after
          the date hereof so long as such filing is made within the time period
          specified in the applicable provision of such rule ) and such as may
          be required under state securities or blue sky laws.

               (l) The execution, delivery and performance of the Operative
          Documents by the Company [and the Subsidiary Guarantors], and the
          consummation of the transactions herein contemplated will not conflict
          with or result in a breach or violation of any of the terms and
          provisions of, or constitute a default under, (A) any statute, any
          rule, regulation or order of any governmental agency or body or any
          court, domestic or foreign, having jurisdiction over the Company[, any
          Subsidiary Guarantor] or any [other] subsidiary of the Company or any
          of their respective properties, or (B) any agreement or instrument to
          which the Company[, any Subsidiary Guarantor] or any [other]
          subsidiary of the Company is a party or by which any of them is bound
          or to which any of their respective properties is subject, or (C) any
          of their respective charters or by-laws or other organizational
          documents, other than, in the case of clauses (A) or (B) above, such
          conflicts, breaches, violations or defaults that would not,
          individually or in the aggregate, have a Material Adverse Effect.

               (m) This Agreement has been duly authorized, executed and
          delivered by the Company [and the Subsidiary Guarantors].

               (n) Except as disclosed in the Prospectus, the Company[, each of
          the Subsidiary Guarantors] and each of the [other] subsidiaries of the
          Company has (A) good and indefeasible title to (in the case of fee
          interests in real property), (B) valid leasehold interests in (in the
          case of leasehold interests in real or personal property) and (C)
          valid title to (in the case of all other personal property), all of
          its respective properties and assets reflected in the Company's
          consolidated financial statements included in the Registration
          Statement and the Prospectus free and clear of all liens, encumbrances
          and defects, except for such failures to have such title to or
          interests in, and for such liens, encumbrances and defects, as would
          not, individually or in the aggregate, have a Material Adverse Effect.

               (o) The Company[, the Subsidiary Guarantors] and each [other]
          subsidiary of the Company possess adequate certificates, authorities
          or permits issued by appropriate governmental agencies or bodies
          necessary to conduct the business now operated by them, except as
          would not, individually or in the aggregate, have a Material Adverse
          Effect, and have not received any notice of proceedings relating to
          the revocation or modification of any such certificate, authority or
          permit that, if determined adversely to the Company[, the Subsidiary
          Guarantors] or any [such] subsidiary, would individually or in the
          aggregate, have a Material Adverse Effect.

               (p) No labor dispute with the employees of the Company[, the
          Subsidiary Guarantors] or any [other] subsidiary of the Company exists
          or, to the knowledge of the Company [or any of the Subsidiary
          Guarantors], is imminent that would reasonably be expected to have a
          Material Adverse Effect.

               (q) The Company[, the Subsidiary Guarantors] and the [other]
          subsidiaries of the Company own, possess or can acquire on reasonable
          terms, adequate trademarks, trade names and other rights to
          inventions, know-how, patents, copyrights, confidential information
          and other intellectual property (collectively, "intellectual property
          rights") necessary to conduct the business now operated by them, or
          presently employed by them, except as would not, individually or in
          the aggregate, have a Material Adverse Effect, and have not received
          any notice of infringement of or conflict with asserted rights of
          others with respect to any intellectual property rights that, if
          determined adversely to the Company[, the Subsidiary Guarantors] or
          any [such] subsidiary, would individually or in the aggregate have a
          Material Adverse Effect.

                                        4



               (r) Except as disclosed in the Prospectus, and except for such
          matters as would not, individually or in the aggregate, have a
          Material Adverse Effect or be required to be disclosed in the
          Prospectus by the Commission pursuant to the 1933 Act Regulations, the
          Company[, the Subsidiary Guarantors] and the [other] subsidiaries of
          the Company (or, to the knowledge of the Company [or the Subsidiary
          Guarantors], any other entity for whose acts or omissions the Company
          is [or the Subsidiary Guarantors are] or may be liable) (1) are
          conducting and have conducted their businesses, operations and
          facilities in compliance with Environmental Laws (as defined below);
          (2) possess and maintain in full force and effect any and all permits,
          licenses or registrations required under Environmental Law for the
          conduct of their businesses ("Environmental Permits"); (3) have not,
          pursuant to any contract, assumed responsibility to cure any currently
          identified material liability under Environmental Law or to remediate
          any currently identified Hazardous Substances (as defined below) spill
          or release; (4) have not received any notice from a governmental
          authority or any other third party alleging any violation of
          Environmental Law or liability thereunder (including, without
          limitation, liability as a "potentially responsible party" and/or for
          costs of investigating or remediating sites containing Hazardous
          Substances and/or damages to natural resources); (5) are not subject
          to any pending or, to the knowledge of the Company [or the Subsidiary
          Guarantors], threatened claim or other legal proceeding under any
          Environmental Laws against the Company or its subsidiaries; (6) do not
          have knowledge of any pending Environmental Law, or any unsatisfied
          condition in an Environmental Permit, or any release of Hazardous
          Substances that, individually or in the aggregate, can reasonably be
          expected to require any material capital expenditures to maintain the
          Company's or the subsidiaries' compliance with Environmental Law or
          with their Environmental Permits; and (7) does not (A) rely on any
          third party for an indemnity for, or the contractual assumption of,
          any material remediation obligation or liability under Environmental
          Law and (B) have reasonable cause to believe that such third party
          will default in its obligation to comply with such indemnity or
          contractual assumption. As used in this paragraph, "Environmental
          Laws" means any and all applicable federal, state, local, and foreign
          laws, statutes, ordinances, rules, regulations, requirements and
          common law, or any enforceable administrative or judicial
          interpretation, order, consent, decree or judgment thereof, relating
          to pollution or the protection of human health or the environment,
          including, without limitation, those relating to, regulating, or
          imposing liability or standards of conduct concerning (i) noise or
          odor, (ii) emissions, discharges, releases or threatened releases of
          Hazardous Substances into ambient air, surface water, groundwater or
          land, (iii) the generation, manufacture, processing, distribution,
          use, treatment, storage, disposal, release, transport or handling of,
          or exposure to, Hazardous Substances, (iv) the protection of wildlife
          or endangered or threatened species, or (v) the investigation,
          remediation or cleanup of, or exposure to, any Hazardous Substances.
          As used in this paragraph, "Hazardous Substances" means pollutants,
          contaminants or hazardous, dangerous or toxic substances, materials,
          constituents or wastes or petroleum, petroleum products and their
          breakdown constituents, or any other chemical substance regulated
          under Environmental Laws.

               (s) Except as disclosed in the Prospectus, there are no pending
          actions, suits or proceedings against or affecting the Company[, the
          Subsidiary Guarantors], any [other] subsidiary of the Company or any
          of their respective properties that, if determined adversely to the
          Company[, the Subsidiary Guarantors] or any [other] subsidiary of the
          Company, would individually or in the aggregate have a Material
          Adverse Effect, or would materially and adversely affect the ability
          of the Company [or the Subsidiary Guarantors] to perform its [their
          respective] obligations under the Operative Documents, or which are
          otherwise material in the context of the sale of the Offered
          Securities; and no such actions, suits or proceedings are threatened
          or, to the Company's [or any Subsidiary Guarantor's] knowledge,
          contemplated.

               (t) The financial statements included in the Registration
          Statement and the Prospectus present fairly the financial position of
          the Company and its consolidated subsidiaries as of the dates shown
          and their results of operations and cash flows for the periods shown,
          and such financial statements have been prepared in conformity with
          the generally accepted accounting principles in the United States
          ("GAAP") applied on a consistent basis; all non-GAAP financial
          information included in the Registration Statement complies with the
          requirements of Item 10 of Regulation S-K under the 1933 Act.

               (u) Except as disclosed in the Prospectus, since the date of the
          latest audited financial statements included in the Prospectus there
          has been no material adverse change, nor any development or event
          involving a prospective material adverse change, in the condition
          (financial or other), business,

                                        5



          properties or results of operations of the Company[, the Subsidiary
          Guarantors] and the [other] subsidiaries of the Company, taken as a
          whole, and, except as disclosed in or contemplated by the Prospectus,
          there has been no dividend or distribution of any kind declared, paid
          or made by the Company [or each of the Subsidiary Guarantors] on any
          class of its capital stock.

               (v) As of the date hereof, the Company is subject to the
          reporting requirements of Section 13 of the 1934 Act and files reports
          with the Commission on EDGAR.

               (w) The Company is not and, after giving effect to the offering
          and sale of the Offered Securities and the application of the proceeds
          thereof as described in the Prospectus, will not be an "investment
          company" as defined in the Investment Company Act of 1940.

               (x) The Company[, the Subsidiary Guarantors] and the [other]
          subsidiaries of the Company have filed all federal, state and local
          income and franchise tax returns required to be filed through the date
          hereof, except where the failure to so file such returns would not,
          individually or in the aggregate, have a Material Adverse Effect, and
          have paid all taxes due thereon, and other than tax deficiencies which
          the Company[, any Subsidiary Guarantor] or any [other] subsidiary of
          the Company is contesting in good faith and for which adequate
          reserves have been provided in accordance with GAAP, there is no tax
          deficiency that has been asserted against the Company[, any Subsidiary
          Guarantor] or any [other] subsidiary of the Company that would,
          individually or in the aggregate, have a Material Adverse Effect.

               (y) Prior to the date hereof, neither the Company nor any of its
          affiliates has taken any action which is designed to or which has
          constituted or which might have been expected to cause or result in
          unlawful stabilization or manipulation of the price of any security of
          the Company in connection with the offering of the Offered Securities.

               (z) PricewaterhouseCoopers LLP who have certified certain
          financial statements of the Company and its subsidiaries are an
          independent registered public accounting firm as contemplated by the
          1933 Act and the 1933 Act Regulations.

               (aa) The Company[, the Subsidiary Guarantors] and the [other]
          subsidiaries of the Company maintain a system of internal accounting
          controls sufficient to provide reasonable assurance that (i)
          transactions are executed in accordance with management's general or
          specific authorization and (ii) transactions are recorded as necessary
          to permit preparation of financial statements in conformity with GAAP
          and to maintain accountability for assets.

               (bb) The Company[, the Subsidiary Guarantors] and the [other]
          subsidiaries of the Company maintain disclosure controls and
          procedures (as defined in Rule 13a-14 of the 1934 Act Regulations)
          designed to ensure that information required to be disclosed by the
          Company, including its consolidated subsidiaries, in the reports that
          it files or submits under the 1934 Act is recorded, processed,
          summarized and reported in accordance with the 1934 Act Regulations.
          The Company has carried out evaluations, under the supervision and
          with the participation of the Company's management, of the
          effectiveness of the design and operation of the Company's disclosure
          controls and procedures in accordance with Rule 13a-15 of the 1934 Act
          Regulations.

               (cc) Neither the Company nor any of its subsidiaries nor any
          agent thereof acting on the behalf of them has taken, and none of them
          will take, any action that might cause this Agreement or the issuance
          or sale of the Offered Securities to violate Regulation T, Regulation
          U or Regulation X of the Board of Governors of the Federal Reserve
          System.

               (dd) No "nationally recognized statistical rating organization"
          as such term is defined for purposes of Rule 436(g)(2) of the 1933 Act
          Regulations (i) has imposed (or has informed the Company [or any
          Subsidiary Guarantor] that it is considering imposing) any condition
          (financial or otherwise) on the Company's [or any Subsidiary
          Guarantor's] retaining any rating assigned to the Company [or any
          Subsidiary Guarantor] or any securities of the Company [or any
          Subsidiary Guarantor] or (ii) has indicated

                                        6



          to the Company [or any Subsidiary Guarantor] that it is considering
          (a) the downgrading, suspension, or withdrawal of, or any review for a
          possible change that does not indicate the direction of the possible
          change in, any rating so assigned or (b) any change in the outlook for
          any rating of the Company[, any Subsidiary Guarantor] or any
          securities of the Company [or any Subsidiary Guarantor].

          3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company [and the Subsidiary
Guarantors] agrees to sell to the Underwriters, and the Underwriters agree,
severally and not jointly, to purchase from the Company [and the Subsidiary
Guarantors], at a purchase price of       % of the principal amount thereof plus
                                    ------
accrued interest from         , 20   to the Closing Date the respective
                      --------    --
principal amounts of the Offered Securities[, together with the related
Guarantees,] set forth opposite the names of the several Underwriters in
Schedule A hereto.

          The Company will deliver against payment of the purchase price the
Offered Securities [and the Guarantees] in the form of one or more permanent
global securities in definitive form (the "Global Securities") deposited with
the Trustee as custodian for The Depository Trust Company ("DTC") and registered
in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global
Securities will be held only in book-entry form through DTC, except in the
limited circumstances described in the Prospectus. Payment for the Offered
Securities shall be made by the Underwriters in Federal (same day) funds by wire
transfer to an account at a bank reasonably acceptable to the Underwriters
specified by the Company, at 9:00 A.M., New York time, on             , 20  , or
                                                          ------------    --
at such other time not later than seven full business days thereafter as the
Underwriters and the Company determine, such time being herein referred to as
the "Closing Date", against delivery to the Trustee as custodian for DTC of the
Global Securities representing all of the Offered Securities. The form of Global
Securities will be made available for checking at the office of Baker Botts
L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 at least 24
hours prior to the Closing Date.

          4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

          5. Certain Agreements of the Company [and the Subsidiary Guarantors].
[The Company][Each of the Company and the Subsidiary Guarantors, jointly and
severally,] agrees with the several Underwriters that:

               (a) At any time when a prospectus relating to the Offered
          Securities is required to be delivered under the 1933 Act, the Company
          [and the Subsidiary Guarantors] will not file or make any amendment to
          the Registration Statement or any supplement to the Prospectus (except
          for periodic or current reports filed under the 1934 Act) unless the
          Company has [and the Subsidiary Guarantors have] furnished the
          Underwriters a copy for its review prior to filing and given the
          Underwriters a reasonable opportunity to comment on any such proposed
          amendment or supplement. The Underwriters shall make its responses
          thereto, if any, promptly. Immediately following the execution of this
          Agreement, the Company [and the Subsidiary Guarantors] will prepare a
          prospectus supplement, in form approved by the Underwriters, setting
          forth the number of shares of Offered Securities to be sold, the
          Underwriters' names, the price at which the Offered Securities are to
          be purchased by the Underwriters from the Company [and the Subsidiary
          Guarantors], the initial offering price, the selling concession and
          reallowance, if any, and such other information as the Underwriters
          and the Company [and the Subsidiary Guarantors] deem appropriate in
          connection with the offering of the Offered Securities. The Company
          [and the Subsidiary Guarantors] will promptly cause the Prospectus to
          be filed with the Commission pursuant to Rule 424(b) of the 1933 Act
          Regulations in the manner and within the time period prescribed by
          such rule and will provide evidence satisfactory to the Underwriters
          of such filing. The Company [and the Subsidiary Guarantors] will
          promptly advise the Underwriters (i) at any time when a prospectus
          relating to the Offered Securities is required to be delivered under
          the 1933 Act, when any post-effective amendment to the Registration
          Statement shall have been filed or become effective, (ii) of any
          request by the Commission for any post-effective amendment of the
          Registration Statement or supplement to the Prospectus or for any
          additional information, (iii) of the issuance by the Commission of any
          stop order suspending the effectiveness of the Registration Statement
          or the institution or threatening by direct communication with the
          Company [or the Subsidiary Guarantors] of any proceeding for that
          purpose, and (iv) of the receipt by the Company [or the Subsidiary
          Guarantors] of any notification with respect to the suspension of the
          qualification of the Offered

                                        7



          Securities for sale in any jurisdiction or the initiation or
          threatening by direct communication with the Company [or the
          Subsidiary Guarantors] of any proceeding for such purpose. The Company
          [and the Subsidiary Guarantors] will promptly effect the filing of the
          Prospectus necessary pursuant to Rule 424(b) of the 1933 Act
          Regulations and will take such steps as it deems [they deem] necessary
          to ascertain promptly whether the Prospectus transmitted for filing
          under Rule 424(b) was received for filing by the Commission and, in
          the event that it was not, it [they] will promptly file the
          Prospectus. The Company [and the Subsidiary Guarantors] will use its
          [their] reasonable best efforts to prevent the issuance of any stop
          order suspending the effectiveness of the Registration Statement and,
          if issued, to obtain as soon as possible the withdrawal thereof.

               (b) If at any time when a prospectus relating to the Offered
          Securities is required to be delivered under the 1933 Act, any event
          occurs as a result of which the Prospectus would include any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, or if it
          shall be necessary to amend the Registration Statement or to
          supplement the Prospectus to comply with the 1933 Act or the 1934 Act,
          or the 1933 Act Regulations or the 1934 Act Regulations, the Company
          [and the Subsidiary Guarantors] promptly will (i) notify the
          Underwriters, (ii) prepare and file with the Commission, subject to
          the first sentence of paragraph (a) of this Section 5, an amendment or
          supplement which will correct such statement or omission or effect
          such compliance, and (iii) supply any supplemented Prospectus to the
          Underwriters in such quantities as the Underwriters may reasonably
          request.

               (c) During the period when a prospectus relating to the Offered
          Securities is required to be delivered under the 1933 Act, (i) the
          Company will file promptly all documents required to be filed with the
          Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
          Act and will furnish to the Underwriters copies of such documents,
          (ii) on or prior to the date on which the Company makes any
          announcement to the general public concerning earnings or concerning
          any other event which is required to be described, or which the
          Company proposes to describe, in a document filed pursuant to the 1934
          Act, the Company will furnish to the Underwriters the information
          contained or to be contained in such announcement or document and
          (iii) the Company will furnish to the Underwriters copies of all other
          material press releases or announcements to the general public.

               (d) As soon as practicable, but not later than 90 days after the
          close of the period covered by the earnings statement, the Company
          will make generally available to its security holders and to the
          Underwriters an earnings statement or statements of the Company and
          its subsidiaries which will satisfy the provisions of Section 11(a) of
          the 1933 Act and Rule 158 of the 1933 Act Regulations.

               (e) So long as the Underwriters are required to deliver a
          prospectus in connection with sales of the Offered Securities, the
          Company will furnish to the Underwriters and their counsel, without
          charge, such copies of the Registration Statement (including exhibits
          thereto) and Prospectus as the Underwriters may reasonably request.

               (f) The Company [and the Subsidiary Guarantors] will use its
          [their] reasonable best efforts to arrange for the qualification of
          the Offered Securities [and the Guarantees] for sale under the laws of
          such jurisdictions as the Underwriters reasonably request and will
          continue such qualifications in effect so long as required for the
          distribution of the Offered Securities, provided that the Company [and
          the Subsidiary Guarantors] shall not be required to qualify as a
          foreign corporation [or other entity] or to file a general consent to
          service of process in any jurisdiction.

               (g) For a period of 30 days after the date of the Closing Date,
          the Company [and each of the Subsidiary Guarantors] will not offer,
          sell, contract to sell, pledge or otherwise dispose of, directly or
          indirectly, any United States dollar-denominated debt securities
          issued or guaranteed by the Company [or any Subsidiary Guarantor] and
          having a maturity of more than one year from the date of issue, or
          publicly disclose the intention to make any such offer, sale,
          contract, pledge or disposition, without the prior written consent of
          the Underwriters.

                                        8



               (h) [The Company][Each of the Company and the Subsidiary
          Guarantors jointly and severally] agrees with the several Underwriters
          to pay all expenses incident to the performance of its obligations
          under this Agreement (including, without limitation, fees of the
          Company's [and the Subsidiary Guarantors'] counsel and accounting
          fees), for any filing fees and other expenses (including fees and
          disbursements of counsel) in connection with qualification of the
          Offered Securities [and the Guarantees] for sale under the laws of
          such jurisdictions as the Underwriters designate and the printing of
          memoranda relating thereto, for any travel expenses of the Company's
          officers and employees and any other expenses of the Company [and the
          Subsidiary Guarantors] in connection with attending or hosting
          meetings with prospective purchasers of the Offered Securities and for
          expenses incurred in distributing preliminary prospectuses and the
          Prospectus (including any amendments and supplements thereto) to the
          Underwriters.

          6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Offered Securities will
be subject to the accuracy of the representations and warranties on the part of
the Company [and the Subsidiary Guarantors] herein, to the accuracy of the
statements of officers of the Company [and the Subsidiary Guarantors] made
pursuant to the provisions hereof, to the performance by the Company of its [and
the Subsidiary Guarantors of their respective] obligations hereunder and to the
following additional conditions precedent:

               (a) The Underwriters shall have received a letter, dated the date
          hereof containing statements and information of the type ordinarily
          included in accountants' "comfort letters" to underwriters with
          respect to the financial statements and certain financial information
          contained in the Registration Statement and the Prospectus.

               (b) The Prospectus shall have been filed with the Commission in
          accordance with the 1933 Act Regulations and Section 5(a) of this
          Agreement. Prior to the Closing Date, no stop order suspending the
          effectiveness of the Registration Statement shall have been issued and
          no proceedings for that purpose shall have been instituted or, to the
          knowledge of Company [or any of the Subsidiary Guarantors] or the
          Underwriters, shall be contemplated by the Commission.

               (c) Subsequent to the execution and delivery of this Agreement,
          there shall not have occurred (i) any change, or any development or
          event involving a prospective change, in the condition (financial or
          other), business, properties or results of operations of the Company[,
          the Subsidiary Guarantors] and its [other] subsidiaries, taken as a
          whole, which, in the reasonable judgment of a majority in interest of
          the Underwriters, is material and adverse and makes it impractical or
          inadvisable to proceed with completion of the public offering or the
          sale of and payment for the Offered Securities; (ii) any downgrading
          in the rating of any debt securities of the Company by any "nationally
          recognized statistical rating organization" (as defined for purposes
          of Rule 436(g) of the 1933 Act Regulations), or any public
          announcement that any such organization has under surveillance or
          review its rating of any debt securities of the Company (other than an
          announcement with positive implications of a possible upgrading, and
          no implication of a possible downgrading, of such rating); (iii) any
          change in U.S. or international financial, political or economic
          conditions or currency exchange rates or exchange controls as would,
          in the reasonable judgment of a majority in interest of the
          Underwriters, be likely to prejudice materially the success of the
          proposed issue, sale or distribution of the Offered Securities,
          whether in the primary market or in respect of dealings in the
          secondary market; (iv) any material suspension or material limitation
          of trading in securities generally on the New York Stock Exchange, or
          any setting of minimum prices for trading on such exchange; (v) any
          suspension of trading of any securities of the Company on any exchange
          or in the over-the-counter market; (vi) any banking moratorium
          declared by U.S. Federal or New York authorities; (vii) any major
          disruption of settlements of securities or clearance services in the
          United States or (viii) any attack on, outbreak or escalation of
          hostilities or act of terrorism involving the United States, any
          declaration of war by Congress or any other national or international
          calamity or emergency if, in the reasonable judgment of a majority in
          interest of the Underwriters, the effect of any such attack, outbreak,
          escalation, act, declaration, calamity or emergency makes it
          impractical or inadvisable to proceed with completion of the public
          offering or the sale of, delivery and payment for the Offered
          Securities.

                                        9



          (d) The Underwriters shall have received an opinion, dated the Closing
Date, of Baker Botts L.L.P., counsel for the Company [and the Subsidiary
Guarantors], to the effect that:

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

               (ii) The Company [and each Subsidiary Guarantor] has the
          requisite corporate [or limited partnership] power and authority (A)
          to enter into the Operative Documents and (B) to authorize, issue and
          sell the Offered Securities [and the Guarantees, as the case may be,]
          as contemplated by this Agreement;

               (iii) The Offered Securities have been duly authorized by the
          Company and, when executed, issued and authenticated in accordance
          with the terms of the Indenture and delivered to and paid for by the
          Underwriters in accordance with the terms hereof, (A) will be the
          valid and legally binding obligations of the Company, enforceable
          against the Company in accordance with their terms except as such
          enforceability may be limited by bankruptcy, fraudulent conveyance or
          transfer, insolvency, reorganization, moratorium and other laws
          relating to or affecting creditors' rights generally and by general
          equitable principles (regardless of whether such enforceability is
          considered in a proceeding in equity or at law); and (B) will conform
          in all material respects to the description thereof in the Prospectus;

               (iv) [The Guarantee of each Subsidiary Guarantor has been duly
          authorized by such Subsidiary Guarantor. When the Guarantees have been
          duly executed by the Subsidiary Guarantors and the Offered Securities
          on which such Guarantees have been endorsed have been duly executed by
          the Company and authenticated by the Trustee in accordance with the
          terms of the Indenture and delivered to and paid for by the
          Underwriters in accordance with the terms hereof, the Guarantees (A)
          will be valid and legally binding obligations of the Subsidiary
          Guarantors, enforceable against each of the Subsidiary Guarantors in
          accordance with their respective terms except as such enforceability
          may be limited by bankruptcy, fraudulent conveyance or transfer,
          insolvency, reorganization, moratorium and other laws relating to or
          affecting creditors' rights generally and by general equitable
          principles (regardless of whether such enforceability is considered in
          a proceeding in equity or at law); and (B) will conform in all
          material respects to the description thereof in the Prospectus;]

               (v) The Indenture has been duly authorized, executed and
          delivered by the Company [and each of the Subsidiary Guarantors] and,
          assuming the due authorization, execution and delivery thereof by the
          Trustee, is a valid and legally binding obligation of the Company [and
          each of the Subsidiary Guarantors], enforceable against the Company
          [and each of the Subsidiary Guarantors] in accordance with its terms
          except as such enforceability may be limited by bankruptcy, fraudulent
          conveyance or transfer, insolvency, reorganization, moratorium and
          other laws relating to or affecting creditors' rights generally and by
          general equitable principles (regardless of whether such
          enforceability is considered in a proceeding in equity or at law);

               (vi) The Indenture conforms in all material respects to the
          description thereof in the Prospectus;

               (vii) Except as described in the Prospectus, there are no
          contracts, agreements or understandings known to such counsel between
          the Company [or any Subsidiary Guarantor] and any person granting such
          person the right to require the Company [or such Subsidiary Guarantor]
          to file a registration statement under the 1933 Act with respect to
          any securities of the Company [or such Subsidiary Guarantor] owned or
          to be owned by such person or to require the Company [or such
          Subsidiary Guarantor] to include such securities in the securities
          registered pursuant to the Registration Statement or in any securities
          being registered pursuant to any other registration statement filed by
          the Company [or such Subsidiary Guarantor] under the 1933 Act that
          have not been validly waived or satisfied prior to the date hereof;

                                       10



               (viii) No consent, approval, authorization or order of, or filing
          with, any governmental agency or body or any court is required to be
          obtained or made by the Company [or any Subsidiary Guarantor] for the
          consummation of the transactions contemplated by the Operative
          Documents in connection with the sale of the Offered Securities,
          except such as have been obtained and made under the 1933 Act, such
          consents, approvals or filings as may be required by or with the NASD
          (as to which such counsel need express no opinion) and such as may be
          required under state securities or blue sky laws (as to which such
          counsel need express no opinion);

               (ix) The execution, delivery and performance of the Operative
          Documents and the sale of the Offered Securities [and the Guarantees,
          in each case by the Company and the Subsidiary Guarantors,] will not
          conflict with or result in a breach or violation of any of the terms
          and provisions of, or constitute a default under, (A) any statute,
          rule or regulation of, or order of any governmental agency or body or
          any court having jurisdiction in, the United States, the State of
          Texas or the State of New York, and the Delaware General Corporation
          Law (provided, however, that such counsel need express no opinion with
          respect to compliance with any state securities or antifraud law, rule
          or regulation), (B) any agreement or instrument listed as an exhibit
          to the most recently filed Annual Report on Form 10-K of the Company
          (the "Material Agreements"), or (C) the charter or by-laws of the
          Company, other than, in the case of clauses (A) or (B) above, such
          conflicts, breaches, violations or defaults that would not,
          individually or in the aggregate, have a Material Adverse Effect;

               (x) This Agreement has been duly authorized, executed and
          delivered by the Company [and each Subsidiary Guarantor];

               (xi) The Registration Statement was declared effective under the
          1933 Act as of the date and time specified in such opinion, the
          Prospectus was filed with the Commission pursuant to the subparagraph
          of Rule 424(b) specified in such opinion, and, to the best of the
          knowledge of such counsel, no stop order suspending the effectiveness
          of the Registration Statement or any part thereof has been issued and
          no proceedings for that purpose have been instituted or are pending or
          contemplated under the 1933 Act, and the Registration Statement and
          the Prospectus (other than the financial statements and schedules,
          including the notes thereto, the auditors' reports thereon,
          management's report on internal control over financial reporting, if
          any, and the other financial, numerical and accounting information
          included therein, or omitted therefrom, as to which such counsel need
          express no opinion), and each amendment or supplement thereto, as of
          their respective effective or issue dates, complied as to form in all
          material respects with the requirements of the 1933 Act and the 1933
          Act Regulations; and

               (xii) The documents incorporated by reference in the Prospectus
          (other than the financial statements and schedules, including the
          notes thereto, the auditors' reports thereon, management's report on
          internal control over financial reporting, if any, and the other
          financial, numerical and accounting information included therein, or
          omitted therefrom, as to which such counsel need express no opinion),
          at the time they were filed with the Commission, appear on their faces
          to comply as to form in all material respects with the requirements of
          the 1934 Act and the 1934 Act Regulations.

               Such counsel shall also include, in a separate paragraph of its
          opinion, statements to the following effect: such counsel has
          participated in conferences with officers and other representatives of
          the Company [and the Subsidiary Guarantors], with representatives of
          the independent accountants of the Company [and the Subsidiary
          Guarantors], with representatives of and counsel for the Underwriters,
          at which the contents of the Registration Statement and the Prospectus
          were discussed, and although such counsel did not independently verify
          such information, and is not passing upon and does not assume any
          responsibility for, the accuracy, completeness or fairness of the
          statements contained in the Registration Statement or Prospectus
          (except to the extent set forth in paragraphs (iii), (iv) and (vi)
          above), on the basis of the foregoing (relying as to materiality to a
          large extent upon officers and other representatives of the Company

                                       11



          and representatives of the Underwriters), no facts have come to such
          counsel's attention that lead such counsel to believe that (A) the
          Registration Statement (other than the financial statements and
          schedules, including the notes thereto, the auditors' reports thereon,
          management's report on internal control over financial reporting, if
          any, and the other financial, numerical and accounting information
          included therein or omitted therefrom, as to which such counsel has
          not been asked to comment) as of its effective date or as of the
          Closing Date included an untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements therein not misleading, and (B) the Prospectus or any
          amendments thereto (other than the financial statements and schedules,
          including the notes thereto, the auditors' reports thereon and
          management's report on internal control over financial reporting, if
          any, and the other financial, numerical and accounting information
          included therein or omitted therefrom, as to which such counsel has
          not been asked to comment) as of its effective date or as of the
          Closing Date included an untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made not misleading.

          (e) The Underwriters shall have received an opinion, dated the Closing
Date, of Stephen Wallace, Vice President and General Counsel of the Company, to
the effect that:

               (i) Each [Subsidiary Guarantor and each other] subsidiary of the
          Company [listed on Exhibit A hereto] has been duly incorporated or
          formed and is an existing corporation or other entity in good standing
          under the laws of the jurisdiction of its incorporation or
          organization, with power and authority (corporate and other
          organizational) to own its properties and conduct its business as
          described in the Prospectus; and each of the Company[, the Subsidiary
          Guarantors] and the [other] subsidiaries of the Company [listed on
          Exhibit A hereto] is duly qualified to do business as a foreign
          corporation or other entity in good standing in all other
          jurisdictions in which its ownership or lease of property or the
          conduct of its business requires such qualification, except where the
          failure to be so qualified or in good standing would not, individually
          or in the aggregate, have a Material Adverse Effect;

               (ii) The Company has an authorized capitalization as set forth in
          the Prospectus; all of the issued and outstanding shares of capital
          stock of the Company have been duly authorized and validly issued and
          are fully paid and non-assessable; all of the issued and outstanding
          shares of capital stock of each [Subsidiary Guarantor and of each
          other] subsidiary of the Company has been duly authorized and validly
          issued and are fully paid and nonassessable; and the shares of capital
          stock of each [Subsidiary Guarantor and of each other] subsidiary
          owned by the Company, directly or through subsidiaries, is owned free
          from liens, encumbrances and defects, except as (i) would not,
          individually or in the aggregate, have a Material Adverse Effect, (ii)
          may exist or arise pursuant to or in connection with the Debt
          Agreements or (iii) disclosed in the Prospectus;

               (iii) To such counsel's knowledge, except as disclosed in the
          Prospectus, there are no pending actions, suits or proceedings against
          or affecting the Company, any of its subsidiaries or any of their
          respective properties that, if determined adversely to the Company or
          any of its subsidiaries, would individually or in the aggregate have a
          Material Adverse Effect, or would materially and adversely affect the
          ability of the Company [or any Subsidiary Guarantor] to perform its
          obligations under the Operative Documents, or which would otherwise be
          material in the context of the sale of the Offered Securities; and to
          such counsel's knowledge, no such actions, suits or proceedings are
          threatened or contemplated;

               (iv) The Company is duly qualified to do business as a foreign
          corporation in good standing in all jurisdictions in which its
          ownership or lease of property or the conduct of its business requires
          such qualification, except where the failure to be so qualified or in
          good standing would not, individually or in the aggregate, have a
          Material Adverse Effect; and

               (v) The execution, delivery and performance of the Operative
          Documents will not result in (A) a breach or violation of any of the
          terms and provisions of, or constitute a default under, the charter or
          by-laws or other organizational documents of [any Subsidiary Guarantor
          or]

                                       12



     any [other] subsidiary of the Company, or (B) any agreement or instrument
     to which the Company[, any Subsidiary Guarantor] or any [other] subsidiary
     of the Company is a party or by which any of them is bound or to which any
     of their respective properties is subject (excluding the Material
     Agreements, as to which such counsel need express no opinion), other than,
     in the case of clause (B) above, such conflicts, breaches, violations or
     defaults that would not, individually or in the aggregate, have a Material
     Adverse Effect.

     Such counsel shall also include, in a separate paragraph of its opinion,
statements to the following effect: such counsel has participated in conferences
with officers and other representatives of the Company [and the Subsidiary
Guarantors], with representatives of the independent accountants of the Company
[and the Subsidiary Guarantors], with representatives of and counsel for the
Underwriters, at which the contents of the Registration Statement and the
Prospectus were discussed, and although such counsel did not independently
verify such information, and is not passing upon and does not assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement or Prospectus or any amendment thereto,
on the basis of the foregoing (relying as to materiality to a large extent upon
officers and other representatives of the Company and representatives of the
Underwriters), no facts have come to such counsel's attention that lead such
counsel to believe that (A) the Registration Statement (other than the financial
statements and schedules, including the notes thereto, the auditors' reports
thereon, management's report on internal control over financial reporting, if
any, and the other financial, numerical and accounting information included
therein or omitted therefrom, as to which such counsel has not been asked to
comment) as of its effective date or as of the Closing Date included an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein not misleading, and (B) the Prospectus or
any amendment thereto (other than the financial statements and schedules,
including the notes thereto, the auditors' reports thereon, management's report
on internal control over financial reporting, if any, and the other financial,
numerical and accounting information included therein or omitted therefrom, as
to which such counsel has not been asked to comment) as of its effective date or
as of the Closing Date included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     (f) The Underwriters shall have received from                  , counsel
                                                   -----------------
for the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to the incorporation of the Company [and certain Subsidiary Guarantors],
the validity of the Offered Securities delivered on the Closing Date, the
Registration Statements, the Prospectus and other related matters as the
Underwriters may require, and the Company [and the Subsidiary Guarantors] shall
have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.

     (g) The Underwriters shall have received a certificate, dated the Closing
Date, of the President or any Vice President and a principal financial or
accounting officer of the Company [and on behalf of each Subsidiary Guarantor]
in which such officers, to the best of their knowledge after reasonable
investigation, shall state that: the representations and warranties of the
Company [and each Subsidiary Guarantor] in this Agreement are true and correct;
the Company [and each Subsidiary Guarantor] has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date; no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; and, subsequent to the
date of the most recent financial statements in the Prospectus, there has been
no material adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and its subsidiaries, taken
as a whole, except as set forth in the Prospectus or as described in such
certificate.

     (h) The Underwriters shall have received a letter, dated the Closing Date,
of PricewaterhouseCoopers LLP which meets the requirements of subsection (a) of
this Section, except that the specified date referred to in such subsection will
be a date not more than three days prior to the Closing Date for the purposes of
this subsection.

                                       13



The Company [and each Subsidiary Guarantor] will furnish the Underwriters with
such conformed copies of such opinions, certificates, letters and documents as
the Underwriters reasonably request. The Underwriters may in their discretion
waive compliance with any conditions to the obligations of the Underwriters
hereunder.

     7. Indemnification and Contribution. (a) The Company [and each Subsidiary
Guarantor] will[, jointly and severally,] indemnify and hold harmless each
Underwriter, its partners, members, directors and officers and each person, if
any who controls such Underwriter within the meaning of Section 15 of the 1933
Act, against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that
[neither the Company nor any Subsidiary Guarantor will] [the Company will not]
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in subsection (b) below; and provided,
further, that with respect to any untrue statement or alleged untrue statement
in or omission or alleged omission from any preliminary prospectus the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the 1933 Act in connection with such purchase and any
such loss, claim, damage or liability of such Underwriter results from the fact
that there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Company [or the Subsidiary Guarantors] had previously
furnished copies thereof to such Underwriter.

          (b) Each Underwriter will severally and not jointly indemnify and hold
     harmless the Company, [its] [each Subsidiary Guarantor and their
     respective] directors and officers and each person, if any, who controls
     the Company [or any Subsidiary Guarantor] within the meaning of Section 15
     of the 1933 Act, against any losses, claims, damages or liabilities to
     which the Company [or any Subsidiary Guarantor] may become subject, under
     the 1933 Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of any material fact
     contained in the Registration Statement, the Prospectus, or any amendment
     or supplement thereto, or any related preliminary prospectus, or arise out
     of or are based upon the omission or the alleged omission to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Underwriter
     specifically for use therein, and will reimburse any legal or other
     expenses reasonably incurred by the Company [or any Subsidiary Guarantor]
     in connection with investigating or defending any such loss, claim, damage,
     liability or action as such expenses are incurred, it being understood and
     agreed that the only such information furnished by any Underwriter consists
     of the following information in the Prospectus furnished on behalf of each
     Underwriter: [list applicable sentences and paragraphs].

          (c) Promptly after receipt by an indemnified party under this Section
     of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against an indemnifying party
     under subsection (a) or (b) above, notify the indemnifying party of the
     commencement thereof; but the failure to notify the indemnifying party
     shall not relieve it from any liability that it may have under subsection
     (a) or (b) above except to the extent that it has been materially
     prejudiced (through the forfeiture of substantive rights or defenses) by
     such failure; and provided further that the failure to notify the
     indemnifying party shall not relieve it from any liability that it may have
     to an indemnified party otherwise than under subsection (a) or (b) above,
     except to the extent that it has been

                                       14



     materially prejudiced (through the forfeiture of substantive rights and
     defenses) by such failure. In case any such action is brought against any
     indemnified party and it notifies the indemnifying party of the
     commencement thereof, the indemnifying party will be entitled to
     participate therein and, to the extent that it may wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, the
     indemnifying party will not be liable to such indemnified party under this
     Section for any legal or other expenses subsequently incurred by such
     indemnified party in connection with the defense thereof other than
     reasonable costs of investigation. No indemnifying party shall, without the
     prior written consent of the indemnified party, effect any settlement of
     any pending or threatened action in respect of which any indemnified party
     is or could have been a party and indemnity could have been sought
     hereunder by such indemnified party unless such settlement (i) includes an
     unconditional release of such indemnified party from all liability on any
     claims that are the subject matter of such action and (ii) does not include
     a statement as to, or an admission of, fault, culpability or a failure to
     act by or on behalf of an indemnified party.

          (d) If the indemnification provided for in this Section is unavailable
     or insufficient to hold harmless an indemnified party under subsection (a)
     or (b) above, then each indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a result of the losses,
     claims, damages or liabilities referred to in subsection (a) or (b) above
     (i) in such proportion as is appropriate to reflect the relative benefits
     received by the Company [and the Subsidiary Guarantors] on the one hand and
     the Underwriters on the other from the offering of the Offered Securities
     or (ii) if the allocation provided by clause (i) above is not permitted by
     applicable law, in such proportion as is appropriate to reflect not only
     the relative benefits referred to in clause (i) above but also the relative
     fault of the Company [and the Subsidiary Guarantors] on the one hand and
     the Underwriters on the other in connection with the statements or
     omissions which resulted in such losses, claims, damages or liabilities as
     well as any other relevant equitable considerations. The relative benefits
     received by the Company [and the Subsidiary Guarantors] on the one hand and
     the Underwriters on the other shall be deemed to be in the same proportion
     as the total net proceeds from the offering (before deducting expenses)
     received by the Company [and the Subsidiary Guarantors] bear to the total
     underwriting discounts and commissions received by the Underwriters. The
     relative fault shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or the
     omission or alleged omission to state a material fact relates to
     information supplied by the Company[, any Subsidiary Guarantor] or the
     Underwriters and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such untrue statement or
     omission. The amount paid by an indemnified party as a result of the
     losses, claims, damages or liabilities referred to in the first sentence of
     this subsection (d) shall be deemed to include any legal or other expenses
     reasonably incurred by such indemnified party in connection with
     investigating or defending any action or claim which is the subject of this
     subsection (d). Notwithstanding the provisions of this subsection (d), no
     Underwriter shall be required to contribute any amount in excess of the
     amount by which the total price at which the Offered Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such Underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
     shall be entitled to contribution from any person who was not guilty of
     such fraudulent misrepresentation. The Underwriters' obligations in this
     subsection (d) to contribute are several in proportion to their respective
     underwriting obligations and not joint.

          (e) The obligations of the Company [and each Subsidiary Guarantor]
     under this Section shall be in addition to any liability which the Company
     [and each Subsidiary Guarantor] may otherwise have and shall extend, upon
     the same terms and conditions, to each person, if any, who controls any
     Underwriter within the meaning of the 1933 Act; and the obligations of the
     Underwriters under this Section shall be in addition to any liability which
     the respective Underwriters may otherwise have and shall extend, upon the
     same terms and conditions, to each director of the Company [and the
     Subsidiary Guarantors], to each officer of the Company [and the Subsidiary
     Guarantors] who has signed the Registration Statement and to each person,
     if any, who controls the Company [or any Subsidiary Guarantor] within the
     meaning of the 1933 Act.

                                       15



          8. Default of Underwriters. If any Underwriter or Underwriters default
     in their obligations to purchase Offered Securities hereunder and the
     aggregate principal amount of the Offered Securities that such defaulting
     Underwriter or Underwriters agreed but failed to purchase does not exceed
     10% of the total principal amount of the Offered Securities that the
     Underwriters are obligated to purchase on the Closing Date, the
     Underwriters may make arrangements satisfactory to the Company for the
     purchase of such Offered Securities by other persons, including any of the
     Underwriters, but if no such arrangements are made by the Closing Date, the
     non-defaulting Underwriters shall be obligated severally, in proportion to
     their respective commitments hereunder, to purchase the Offered Securities
     that such defaulting Underwriters agreed but failed to purchase on the
     Closing Date. If any Underwriter or Underwriters so default and the
     aggregate principal amount of the Offered Securities with respect to which
     such default or defaults occur exceeds 10% of the total principal amount of
     the Offered Securities that the Underwriters are obligated to purchase on
     the Closing Date and arrangements satisfactory to the Underwriters and the
     Company for the purchase of such Offered Securities by other persons are
     not made within 36 hours after such default, this Agreement will terminate
     without liability on the part of any non-defaulting Underwriter or the
     Company, except as provided in Section 9. As used in this Agreement, the
     term "Underwriter" includes any person substituted for an Underwriter under
     this Section. Nothing herein will relieve a defaulting Underwriter from
     liability for its default.

          9. Survival of Certain Representations and Obligations. The respective
     indemnities, agreements, representations, warranties and other statements
     of the Company[, the Subsidiary Guarantors] or [its] [their respective]
     officers and of the several Underwriters set forth in or made pursuant to
     this Agreement will remain in full force and effect, regardless of any
     investigation, or statement as to the results thereof, made by or on behalf
     of any Underwriter, the Company[, the Subsidiary Guarantors] or any of
     [its] [their] respective representatives, officers or directors or any
     controlling person, and will survive delivery of and payment for the
     Offered Securities. If this Agreement is terminated pursuant to Section 8
     or if for any reason the purchase of the Offered Securities by the
     Underwriters is not consummated, the Company [and the Subsidiary
     Guarantors] shall remain responsible for the expenses to be paid or
     reimbursed by it pursuant to Section 5 and the respective obligations of
     the Company[, the Subsidiary Guarantors] and the Underwriters pursuant to
     Section 7 shall remain in effect, and if any Offered Securities have been
     purchased hereunder, the representations and warranties in Section 2 and
     all obligations under Section 5 shall also remain in effect. If the
     purchase of the Offered Securities by the Underwriters is not consummated
     for any reason other than solely because of the termination of this
     Agreement pursuant to Section 8 or the occurrence of any event specified in
     clause (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company [and
     the Subsidiary Guarantors] will reimburse the Underwriters for all
     out-of-pocket expenses (including fees and disbursements of counsel)
     reasonably incurred by them in connection with the offering of the Offered
     Securities.

          10. Notices. All communications hereunder will be in writing and, if
     sent to the Underwriters, will be mailed, delivered or faxed and confirmed
     to the Underwriters, c/o                ,                ,                ,
                              ---------------  ---------------  ---------------
     Attention:                   (fax: (  )   -  ), or, if sent to the Company
                -----------------        --  -- --
     [or a Subsidiary Guarantor], will be mailed, delivered or faxed and
     confirmed to it at 2801 Post Oak Boulevard, Houston, Texas 77056,
     Attention: General Counsel (fax (713) 629-6239); provided, however, that
     any notice to an Underwriter pursuant to Section 7 will be mailed,
     delivered or faxed and confirmed to such Underwriter.

          11. Successors. This Agreement will inure to the benefit of and be
     binding upon the parties hereto and their respective successors and the
     officers and directors and controlling persons referred to in Section 7,
     and no other person will have any right or obligation hereunder.

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

          13. Applicable Law. This Agreement shall be governed by, and construed
     in accordance with, the laws of the State of New York, without regard to
     principles of conflicts of laws.

                                       16



     If the foregoing is in accordance with the Underwriters' understanding of
our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company[, the
Subsidiary Guarantors] and the several Underwriters in accordance with its
terms.

                                   Very truly yours,

                                      Westlake Chemical Corporation


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

                                      [Geismar Holdings, Inc.
                                      Geismar Vinyls Company LP,
                                         by GVGP, Inc., its general partner
                                      GVGP, Inc.
                                      North American Bristol Corporation
                                      North American Pipe Corporation
                                      North American Profiles, Inc.
                                      Van Buren Pipe Corporation
                                      Westech Building Products, Inc.
                                      Westlake Chemical Holdings, Inc.
                                      Westlake Chemical Investments, Inc.
                                      Westlake Chemical Manufacturing, Inc.
                                      Westlake Chemical Products, Inc.
                                      Westlake Development Corporation
                                      Westlake International Corporation
                                      Westlake Management Services, Inc.
                                      Westlake Olefins Corporation
                                      Westlake Petrochemicals LP,
                                         by Westlake Chemical Investments, Inc.,
                                         its general partner
                                      Westlake Polymers LP,
                                         by Westlake Chemical Investments, Inc.,
                                         its general partner
                                      Westlake PVC Corporation
                                      Westlake Resources Corporation
                                      Westlake Styrene LP,
                                         by Westlake Chemical Holdings, Inc.,
                                         its general partner
                                      Westlake Vinyl Corporation
                                      Westlake Vinyls, Inc.
                                      WPT LP,
                                         by Westlake Chemical Holdings, Inc.,
                                         its general partner


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

                                       17



     The foregoing Underwriting Agreement is hereby confirmed and accepted as of
the date first above written.

                             [NAME OF UNDERWRITERS]

                            By [NAME OF UNDERWRITERS]


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

                                       18



                                   SCHEDULE A

              Principal Amount of
Underwriter    Offered Securities
-----------   -------------------
                      $
                      $
                      $
                      $
                      $
                      $
                      ---
   Total...           $
                      ===



                                  [SCHEDULE B

                              SUBSIDIARY GUARANTORS

Geismar Holdings, Inc.
Geismar Vinyls Company LP
GVGP, Inc.
North American Bristol Corporation
North American Pipe Corporation
North American Profiles, Inc.
Van Buren Pipe Corporation
Westech Building Products, Inc.
Westlake Chemical Holdings, Inc.
Westlake Chemical Investments, Inc.
Westlake Chemical Manufacturing, Inc.
Westlake Chemical Products, Inc.
Westlake Development Corporation
Westlake international Corporation
Westlake Management Services, Inc.
Westlake Olefins Corporation
Westlake Petrochemicals LP
Westlake Polymers LP
Westlake PVC Corporation
Westlake Resources Corporation
Westlake Styrene LP
Westlake Vinyl Corporation
Westlake Vinyls, Inc.
WPT LP]



                                    EXHIBIT A
                              Material Subsidiaries

North American Bristol Corporation
North American Pipe Corporation
Westlake Styrene LP
Westlake Polymers LP
WPT LP
Westech Building Products, Inc.
Westlake Petrochemicals LP
Westlake PVC Corporation
Westlake Vinyls, Inc.

                                                                     EXHIBIT 3.9

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           OF THE SOLE STOCKHOLDER OF
                        GRAMERCY CHLOR-ALKALI CORPORATION

                Gramercy Chlor-Alkali Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                DOES HEREBY CERTIFY:

                FIRST:   That the Board of Directors of said corporation by the
unanimous written consent adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation of said corporation.

                RESOLVED, that the Certificate of Incorporation as filed with
the office of the Secretary of State of the State of Delaware on December 13,
2000 be amended by changing Article I to read as follows:

                                   ARTICLE I

                The name of the corporation is NORTH AMERICAN BRISTOL
CORPORATION.

                SECOND:  That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provision of Section 228 of the General Corporation Law of
the State of Delaware.

                THIRD:   That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.

                FOURTH:  That this Certificate of Amendment of the Certificate
of Incorporation shall be effective immediately.

                EXECUTED effective as of the 27th day of May, 2004.

                                        WESTLAKE CHEMICAL CORPORATION

                                        By: /s/ Albert S. Chao
                                            ------------------------------------
                                            Albert Chao, President

                                        Being the Sole Stockholder of
                                        GRAMERCY CHLOR-ALKALI CORPORATION

                                                                    EXHIBIT 3.33

                          CERTIFICATE OF INCORPORATION
                                       OF
                       WESTLAKE INTERNATIONAL CORPORATION

                                    ARTICLE I

       The name of the corporation is Westlake International Corporation.

                                   ARTICLE II

                The registered agent of the corporation is The Corporation Trust
Company. The address of such registered office in the State of Delaware is The
Corporation Trust Center, 1209 Orange Street in the city of Wilmington, county
of New Castle, Delaware 19801.

                                   ARTICLE III

                The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

                                   ARTICLE IV

                The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) shares of common stock at a par
value of One and No/100 Dollars ($1.00) each.

                                    ARTICLE V

                The name and mailing address of the incorporator are as follows:

                Bob Casey, Jr.               2900 South Tower
                                             Pennzoil Place
                                             Houston, Texas 77002-2781

                                   ARTICLE VI

                The name and mailing address of the person who is to serve as
the director of the corporation until the first annual meeting of the
stockholders of the corporation or until a successor is elected and qualified is
as follows:

                Bob Casey, Jr.               2900 South Tower
                                             Pennzoil Place
                                             Houston, Texas 77002-2781

                                  ARTICLE VII

                In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to adopt, amend or
repeal the bylaws of the corporation.



                                  ARTICLE VIII

                Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

                All action required to be taken or which may be taken at any
annual or special meeting of stockholders of the corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically granted.

                Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes of the State of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the bylaws of the corporation.

                                   ARTICLE IX

                A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of
the foregoing sentence shall not adversely affect any right or protection of a
director of the corporation existing hereunder with respect to any act or
omission occurring prior to such repeal or modification.

                                    ARTICLE X

                The corporation reserves the right to amend, alter or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by the laws of the State of Delaware, and to add additional
provisions authorized by such laws as are then in force. All rights conferred on
the directors or stockholders of the corporation herein or in any amendment
hereof are granted subject to this reservation.

                                   ARTICLE XI

                The corporation shall indemnify its directors and officers, and
may indemnify its employees and agents, to the extent permitted by the General
Corporation Law of the State of Delaware.

                                       -2-



                I, THE UNDERSIGNED, being the incorporator hereinabove named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 16th day of July, 1992.

                                             By: /s/ Bob Casey, Jr.
                                                 -------------------------------
                                                 Bob Casey, Jr.

                                       -3-

                                                                    EXHIBIT 3.34

                                    BYLAWS OF
                       WESTLAKE INTERNATIONAL CORPORATION
                       (HEREINAFTER CALLED THE "COMPANY")

                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

                Section 1       Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

                Section 2       Annual Meetings. The annual meetings of
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote the Board, and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the meeting.

                Section 3       Special Meetings. Unless otherwise prescribed by
law or by the certificate of incorporation of the Company (the "Certificate"),
special meetings of stockholders, for any purpose or purposes, may be called by
either (i) the Chairman, (ii) the President, (iii) any vice president, (iv) the
Secretary or (v) any assistant secretary, and shall be called by any such
officer at the request in writing of a majority of the Board or at the request
in writing of stockholders owning a majority of the capital stock of the Company
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. Written notice of the special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting.

                Section 4       Quorum. Except as otherwise provided by law or
by the Certificate, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                Section 5       Voting. Unless otherwise required by law, the
Certificate or these bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of



the holders of a majority of the stock represented and entitled to vote thereat.
Each stockholder represented at a meeting of stockholders shall be entitled to
cast one vote for each share standing in his name on the books of the Company.
Such votes may be cast in person or by proxy, but no proxy shall be voted on or
after three years from its date unless such proxy provides for a longer period.
The Board, in its discretion, or the officer of the Company presiding at a
meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

                Section 6       List of Stockholder Entitled to Vote. The
officer of the Company who has charge of the stock ledger of the Company shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder of the Company who is present.

                                   ARTICLE II
                                   DIRECTORS

                Section 1       Number and Election of Directors. The business
and affairs of the Company shall be managed by the Board, initially consisting
of one (1) director. The number of directors may be increased or decreased from
time to time by resolution of the Board or by due election of that number of
directors by the stockholders, but no decrease by the Board shall have the
effect of shortening the term of any incumbency. Except as provided in Section 2
of this Article, the director or directors, as the case may be, shall be elected
by a plurality of the votes cast at annual meetings of stockholders and shall
hold office until the next annual meeting and until his/their successor(s) is
duly elected and qualified or until his/their earlier resignation or removal.
Any director may resign at any time upon notice to the Company. Directors need
not be stockholders.

                Section 2       Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified or until their earlier resignation or removal.

                Section 3       Duties and Powers. The business of the Company
shall be managed by or under the direction of the Board, which may exercise all
such powers of the Company and do all such lawful acts an things as are not by
statute or by the Certificate or by these bylaws directed or required to be
exercised or done by the stockholders.

                Section 4       Meetings. The Board may hold meetings, both
regular and special, either within or without the State of Delaware. Regular
meetings of the Board may be held

                                       -2-



without notice at such time and at such place as may from time to time be
determined by the Board. Special meetings of the Board may be called by the
Chairman, if there be one, the President or any director. Notice thereof stating
the place, date and hour of the meeting shall be given to each director either
by mail not less than 48 hours before the date of the meeting, by telephone,
facsimile, telegram, telex or similar means of visual data transmission on 24
hours notice or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

                Section 5       Quorum. Except as may be otherwise specifically
provided by law, the Certificate or these bylaws, at all meetings of the Board,
a majority of the entire Board shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

                Section 6       Actions of the Board. Unless otherwise provided
by the Certificate or these bylaws, any action required or permitted to be taken
at any meeting of the Board may be taken without a meeting, if all the members
of the Board consent thereto in writing and the writing or writings are filed
with the minutes of proceedings of the Board. Such writings, which may be in
counterparts, shall be manually executed if practicable; provided, however, that
if circumstances so require, effect shall be given to written consents
transmitted by telegraph, telex, facsimile or similar means of visual data
transmission.

                Section 7       Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate or these bylaws, members of the
Board or any committee designated by the Board may participate in a meeting of
the Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 7 shall constitute presence in person at such meeting.

                Section 8       Committees.

                        (a)     Designation. The Board may, by resolution
adopted by a majority of the entire Board, designate one or more standing or
special committees, including, as they shall so determine, an executive
committee. The executive committee, if one is designated, shall consist of one
or more of the directors of the Company. Any other committee designated by the
Board shall consist of one or more of the directors of the Company.

                        (b)     Executive Committee. The Executive Committee,
during intervals between meetings of the Board, shall have and exercise all the
powers and authority of the Board in the management of the business of the
Company, except as otherwise limited by statutes, the Certificate or these
bylaws.

                        (c)     Alternate Committee Members. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of any such committee.
In the absence or disqualification of

                                       -3-



a member of a committee, and in the absence of a designation by the Board of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting,
regardless of whether he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in place of any absent or
disqualified member.

                        (d)     Powers and Duties. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall
have and may exercise all the powers an authority of the Board in the management
of the business and affairs of the Company; provided, however, that nothing in
this Section 8 shall be deemed to authorize a committee of the Board to have
broader authority than the Board. Each committee shall keep regular minutes and
report to the Board when required.

                Section 9       Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board and may be paid a
fixed sum for attendance at each meeting of the Board or a stated salary or
other consideration as director. No such payment shall preclude any director
from serving the Company in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                                   ARTICLE III
                                    OFFICERS

                Section 1       General. The officers of the Company shall be
chosen by the Board and shall include a President, a Treasurer and a Secretary.
The Board, in its discretion, may also choose (i) one of its members as Chairman
and (ii) one or more vice chairmen, vice presidents, executive vice presidents,
assistant secretaries, assistant treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate or these bylaws. The officers of the Company need not be
stockholders of the Company nor, except in the case of the Chairman, need such
officers be directors of the Company.

                Section 2       Election. The Board at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Company, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board; and all officers of the Company shall hold office until their successors
are chosen and qualified or until their earlier resignation or removal. Any
officer elected by the Board may be removed at any time by the affirmative vote
of a majority of the Board. Any vacancy occurring in any office of the Company
shall be filled by the Board. The salaries of all officers of the Company shall
be fixed by the Board.

                Section 3       Powers and Duties. The officers of the Company
shall have such powers and duties as generally pertain to their offices, except
as diminished or enlarged from time to time by action of the Board. The Chairman
of the Board or in his absence the President, shall preside at all meetings of
the Board and of the stockholders, and in their absence a presiding officer
shall be appointed by action of a majority of the directors or stockholders, as
the case may be.

                                       -4-



                Section 4       Other Officers. Such other officers as the Board
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board. The Board may delegate to any other
officer of the Company the power to choose such other officers and to prescribe
their respective duties and powers.

                                   ARTICLE IV
                                      STOCK

                Section 1       Signatures. The certificates for shares of stock
of the Company shall be signed by the President, Vice President or other officer
designated by the Board, countersigned by the Secretary or Treasurer. Where a
certificate is countersigned by (i) a transfer agent other than the Company or
its employee or (ii) a registrar other than the Company or its employee, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the Company
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

                Section 2       Record Date. In order that the Company may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise of any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board may fix, in
advance, a record date which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board may fix a new
record date for the adjourned meeting.

                                    ARTICLE V
                                     NOTICES

                Whenever written notice is required by law, the Certificate or
these bylaws to be given to any director, member of a committee or stockholder,
such notice may be given by mail, addressed to such director, member of a
committee or stockholder, at his address as it appears on the records of the
Company, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Written notice may also be given personally or by facsimile, telegram, telex or
similar means of visual data transmission.

                                       -5-



                                   ARTICLE VI
                                   AMENDMENTS

                These bylaws may be altered, amended or repealed, in whole or in
part, or new bylaws may be adopted, at any annual or special meeting of the
stockholders or of the Board by at least a majority vote of the stockholders or
the Board; provided however, that notice of such alteration, amendment, repeal
or adoption of new bylaws be contained in the notice of such meeting of
stockholders or directors. Any alteration, amendment, addition to or repeal of
these bylaws made by the Board is subject to the power of the stockholders to
change such action.

                ADOPTED as of this 21st day of July, 1992.

                                                  /s/ Michael A. Robison
                                                  ------------------------------
                                                  Michael A. Robison
                                                  Secretary

                                       -6-

                                                                     Exhibit 4.3

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

                          WESTLAKE CHEMICAL CORPORATION

                                                                       as Issuer

         THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                                                        as Subsidiary Guarantors

                                       and

                              [                  ]
                               ------------------

                                                                      as Trustee

                                   ----------

                                    Indenture

                       Dated as of                 , 2005
                                   ----------------

                                   ----------

                                Debt Securities

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



                          WESTLAKE CHEMICAL CORPORATION

           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of            , 2005
                                             -----------

                                   ----------

  Section of
Trust Indenture                                                    Section(s) of
  Act of 1939                                                        Indenture
---------------                                                   --------------
(S) 310 (a)(1).................................................   7.10
        (a)(2).................................................   7.10
        (a)(3).................................................   Not Applicable
        (a)(4).................................................   Not Applicable
        (a)(5).................................................   7.10
        (b)....................................................   7.08, 7.10
(S) 311 (a)....................................................   7.11
        (b)....................................................   7.11
        (c)....................................................   Not Applicable
(S) 312 (a)....................................................   2.07
        (b)....................................................   11.03
        (c)....................................................   11.03
(S) 313 (a)....................................................   7.06
        (b)....................................................   7.06
        (c)....................................................   7.06
        (d)....................................................   7.06
(S) 314 (a)....................................................   4.03, 4.04
        (b)....................................................   Not Applicable
        (c)(1).................................................   11.04
        (c)(2).................................................   11.04
        (c)(3).................................................   Not Applicable
        (d)....................................................   Not Applicable
        (e)....................................................   11.05
(S) 315 (a)....................................................   7.01(b)
        (b)....................................................   7.05
        (c)....................................................   7.01(a)
        (d)....................................................   7.01(c)
        (d)(1).................................................   7.01(c)(1)
        (d)(2).................................................   7.01(c)(2)
        (d)(3).................................................   7.01(c)(3)
        (e)....................................................   6.11
(S) 316 (a)(1)(A)..............................................   6.05
        (a)(1)(B)..............................................   6.04
        (a)(2).................................................   Not Applicable
        (a)(last sentence).....................................   2.11
        (b)....................................................   6.07
(S) 317 (a)(1).................................................   6.08
        (a)(2).................................................   6.09
        (b)....................................................   2.06
(S) 318 (a)....................................................   11.01

----------

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

                                       i



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...........................1

   SECTION 1.01    Definitions.................................................1
   SECTION 1.02    Other Definitions...........................................5
   SECTION 1.03    Incorporation by Reference of Trust Indenture Act...........6
   SECTION 1.04    Rules of Construction.......................................6

ARTICLE II THE SECURITIES......................................................7

   SECTION 2.01    Amount Unlimited; Issuable in Series........................7
   SECTION 2.02    Denominations..............................................10
   SECTION 2.03    Forms Generally............................................10
   SECTION 2.04    Execution, Authentication, Delivery and Dating.............10
   SECTION 2.05    Registrar and Paying Agent.................................12
   SECTION 2.06    Paying Agent to Hold Money in Trust........................13
   SECTION 2.07    Holder Lists...............................................13
   SECTION 2.08    Transfer and Exchange......................................13
   SECTION 2.09    Replacement Securities.....................................14
   SECTION 2.10    Outstanding Securities.....................................14
   SECTION 2.11    Original Issue Discount, Foreign-Currency Denominated and
                   Treasury Securities........................................15
   SECTION 2.12    Temporary Securities.......................................15
   SECTION 2.13    Cancellation...............................................15
   SECTION 2.14    Payments; Defaulted Interest...............................16
   SECTION 2.15    Persons Deemed Owners......................................16
   SECTION 2.16    Computation of Interest....................................16
   SECTION 2.17    Global Securities; Book-Entry Provisions...................16

ARTICLE III REDEMPTION........................................................19

   SECTION 3.01    Applicability of Article...................................19
   SECTION 3.02    Notice to the Trustee......................................19
   SECTION 3.03    Selection of Securities To Be Redeemed.....................19
   SECTION 3.04    Notice of Redemption.......................................20
   SECTION 3.05    Effect of Notice of Redemption.............................21
   SECTION 3.06    Deposit of Redemption Price................................21
   SECTION 3.07    Securities Redeemed in Part................................21
   SECTION 3.08    Purchase of Securities.....................................22
   SECTION 3.09    Mandatory and Optional Sinking Funds.......................22
   SECTION 3.10    Satisfaction of Sinking Fund Payments with Securities......22
   SECTION 3.11    Redemption of Securities for Sinking Fund..................22

ARTICLE IV COVENANTS..........................................................23

   SECTION 4.01    Payment of Securities......................................23
   SECTION 4.02    Maintenance of Office or Agency............................23

                                       ii



   SECTION 4.03    SEC Reports; Financial Statements..........................24
   SECTION 4.04    Compliance Certificate.....................................25
   SECTION 4.05    Corporate Existence........................................25
   SECTION 4.06    Waiver of Stay, Extension or Usury Laws....................25
   SECTION 4.07    Additional Amounts.........................................26

ARTICLE V SUCCESSORS..........................................................26

   SECTION 5.01    Limitations on Mergers and Consolidations..................26
   SECTION 5.02    Successor Person Substituted...............................27

ARTICLE VI DEFAULTS AND REMEDIES..............................................27

   SECTION 6.01    Events of Default..........................................27
   SECTION 6.02    Acceleration...............................................29
   SECTION 6.03    Other Remedies.............................................30
   SECTION 6.04    Waiver of Defaults.........................................30
   SECTION 6.05    Control by Majority........................................30
   SECTION 6.06    Limitations on Suits.......................................31
   SECTION 6.07    Rights of Holders to Receive Payment.......................31
   SECTION 6.08    Collection Suit by Trustee.................................32
   SECTION 6.09    Trustee May File Proofs of Claim...........................32
   SECTION 6.10    Priorities.................................................32
   SECTION 6.11    Undertaking for Costs......................................33

ARTICLE VII TRUSTEE...........................................................33

   SECTION 7.01    Duties of Trustee..........................................33
   SECTION 7.02    Rights of Trustee..........................................34
   SECTION 7.03    May Hold Securities........................................35
   SECTION 7.04    Trustee's Disclaimer.......................................35
   SECTION 7.05    Notice of Defaults.........................................35
   SECTION 7.06    Reports by Trustee to Holders..............................36
   SECTION 7.07    Compensation and Indemnity.................................36
   SECTION 7.08    Replacement of Trustee.....................................37
   SECTION 7.09    Successor Trustee by Merger, etc. .........................38
   SECTION 7.10    Eligibility; Disqualification..............................39
   SECTION 7.11    Preferential Collection of Claims Against the Company or a
                   Subsidiary Guarantor.......................................39

ARTICLE VIII DISCHARGE OF INDENTURE...........................................39

   SECTION 8.01    Termination of the Company's and the Subsidiary Guarantors'
                   Obligations................................................39
   SECTION 8.02    Application of Trust Money.................................43
   SECTION 8.03    Repayment to Company or Subsidiary Guarantor...............43
   SECTION 8.04    Reinstatement..............................................44

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS.............................44

   SECTION 9.01    Without Consent of Holders.................................44
   SECTION 9.02    With Consent of Holders....................................45

                                      iii



   SECTION 9.03    Compliance with Trust Indenture Act........................47
   SECTION 9.04    Revocation and Effect of Consents..........................47
   SECTION 9.05    Notation on or Exchange of Securities......................48
   SECTION 9.06    Trustee to Sign Amendments, etc. ..........................48

ARTICLE X GUARANTEE...........................................................49

   SECTION 10.01   Guarantee..................................................49
   SECTION 10.02   Execution and Delivery of Guarantee........................51
   SECTION 10.03   Limitation on Liability of the Subsidiary Guarantors.......51
   SECTION 10.04   Release of Subsidiary Guarantors from Guarantee............51
   SECTION 10.05   Contribution...............................................52

ARTICLE XI MISCELLANEOUS......................................................52

   SECTION 11.01   Trust Indenture Act Controls...............................52
   SECTION 11.02   Notices....................................................52
   SECTION 11.03   Communication by Holders with Other Holders................53
   SECTION 11.04   Certificate and Opinion as to Conditions Precedent.........54
   SECTION 11.05   Statements Required in Certificate or Opinion..............54
   SECTION 11.06   Rules by Trustee and Agents................................54
   SECTION 11.07   Legal Holidays.............................................54
   SECTION 11.08   No Recourse Against Others.................................55
   SECTION 11.09   Governing Law..............................................55
   SECTION 11.10   No Adverse Interpretation of Other Agreements..............55
   SECTION 11.11   Successors.................................................55
   SECTION 11.12   Severability...............................................55
   SECTION 11.13   Counterpart Originals......................................55
   SECTION 11.14   Table of Contents, Headings, etc. .........................55

                                       iv



          INDENTURE (this "Indenture") dated as of           , 2005 among
                                                   ----------
Westlake Chemical

Corporation, a Delaware corporation (the "Company"), the subsidiary guarantors
listed on the signature pages hereto (the "Subsidiary Guarantors"), and
               , a                  , as trustee (the "Trustee").
---------------    -----------------

          The Company and the Subsidiary Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Company's debentures, notes, bonds or other evidences of
indebtedness to be issued from time to time in one or more series (herein called
the "Securities"), and the Guarantee by each of the Subsidiary Guarantors of the
Securities, as provided in this Indenture.

          The Company and the Subsidiary Guarantors are members of the same
consolidated group of companies. The Subsidiary Guarantors will derive direct
and indirect economic benefit from the issuance of the Securities. Accordingly,
each Subsidiary Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its full, unconditional and joint and several guarantee
of the Securities to the extent provided in or pursuant to this Indenture.

          All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of all Holders of the Securities or of any series
thereof, as follows:

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

          "Additional Amounts" means any additional amounts required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
or any Subsidiary Guarantor, as the case may be, with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that
are owing to such Holders.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

          "Agent" means any Registrar or Paying Agent.

          "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal, state or foreign law for the relief of debtors.

          "Board of Directors," when used with reference to the Company or a
Subsidiary Guarantor, means the Board of Directors or comparable governing body
of the Company or such Subsidiary Guarantor, as the case may be, or any
committee thereof duly authorized, with respect to any particular matter, to act
by or on behalf of the Board of Directors or comparable governing body of the
Company or such Subsidiary Guarantor, as the case may be.

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

          "Borrowed Money Indebtedness" means all, and any guarantee thereof
notes, bonds, debentures or other similar evidences of debt for money borrowed,
and any guarantee thereof.

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

                                       1



          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person; provided, however, that for purposes
of any provision contained herein which is required by the TIA, "Company" shall
also mean each other obligor (if any), other than a Subsidiary Guarantor, on the
Securities of a series.

          "Company Order" and "Company Request" mean, respectively, a written
order or request signed in the name of the Company or each Subsidiary Guarantor
by two Officers of the Company and delivered to the Trustee.

          "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which, in the case of              , shall be                 ,
                                       -------------           ----------------
New York, New York           .
                   ----------

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

          "deliver" or "delivery" means, in the context of certificated
Securities, actual physical delivery of the certificated Securities to the
relevant Person required hereunder, together with all endorsements, and in the
context of Global Securities, the designation on the records of the Depositary
of a change in the beneficial interests of a holder in a Global Security.

          "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the Person specified
pursuant to Section 2.01 hereof as the initial Depositary with respect to the
Securities of such series, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include such successor.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

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

          "GAAP" means generally accepted accounting principles in the United
States 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, as in effect from time to time.

          "Global Security" means a Security that is issued in global form in
the name of the Depositary with respect thereto or its nominee.

                                       2



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

          "Guarantee" shall mean the guarantee of the Company's obligations
under the Securities by a Subsidiary Guarantor as provided in Article X.

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

          "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

          "interest" means, with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, interest payable after
Maturity.

          "Interest Payment Date," when used with respect to any Security, shall
have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

          "Issue Date" means, with respect to Securities of a series, the first
date on which the Securities of such series are originally issued under this
Indenture.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York; Houston, Texas or a Place
of Payment are authorized or obligated by law, regulation or executive order to
remain closed.

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

          "Officer" means the Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person.

          "Officers' Certificate" means a certificate signed by two Officers of
a Person.

                                       3



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

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

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

          "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01 subject to the
provisions of Section 4.02.

          "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

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

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

          "Responsible Officer" means any officer within the corporate trust
department of the Trustee having direct responsibility for the administration of
this Indenture or any other officer to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

          "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

          "SEC" means the Securities and Exchange Commission.

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

          "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, as custodian
with respect to the Securities of such series, or any successor entity thereto.

          "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in such
Security as the fixed

                                       4



date on which the principal of such Security or such installment of principal or
interest is due and payable.

          "Subsidiary" means a Person at least a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
having voting power for the election of directors, whether at all times or only
so long as no senior class of stock has such voting power by reason of any
contingency.

          "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this Indenture, in each case
until a successor to such Person or Persons shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Subsidiary
Guarantors" shall mean such successor Person or Persons, and any other
Subsidiary of the Company who may execute this Indenture, or a supplement
thereto, for the purpose of providing a Guarantee pursuant to this Indenture.

          "surrender" shall have the same meaning as "deliver" in the context of
the surrender of a Security.

          "TIA" means the Trust Indenture Act of 1939, as amended, as in effect
on the date hereof; provided, however, that, in the event the Trust Indenture
Act of 1939 is amended after such date, "TIA" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

          "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

          "United States" means the United States of America (including the
States and the District of Columbia) and its territories and possessions, which
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          "U.S. Government Obligations" means Government Obligations with
respect to Securities payable in Dollars.

SECTION 1.02 Other Definitions.

                                                                        Defined
Term                                                                  in Section
----                                                                  ----------

                                       5



"Agent Members"....................................................       2.17
"Bankruptcy Custodian".............................................       6.01
"Conversion Event".................................................       6.01
"covenant defeasance"..............................................       8.01
"Event of Default".................................................       6.01
"Exchange Rate"....................................................       2.11
"Funding Guarantor"................................................      10.05
"Judgment Currency"................................................       6.10
"legal defeasance".................................................       8.01
"mandatory sinking fund payment"...................................       3.09
"optional sinking fund payment"....................................       3.09
"Paying Agent".....................................................       2.05
"Registrar"........................................................       2.05
"Required Currency"................................................       6.10
"Successor"........................................................       5.01

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture (and
if the Indenture is not qualified under the TIA at the time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

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

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

          All terms used in this Indenture that are defined by the TIA, defined
by a TIA reference to another statute or defined by an SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

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

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

                                       6



          (3)  "or" is not exclusive;

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

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

          (6)  all references in this instrument to Articles and Sections are
               references to the corresponding Articles and Sections in and of
               this instrument.

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officers' Certificate of the Company or in a
Company Order, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

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

          (2) if there is to be a limit, the limit upon the aggregate principal
     amount of the Securities of the series that may be authenticated and
     delivered under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of the series pursuant to Section 2.08, 2.09, 2.12,
     2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section
     2.04 or 2.17, are deemed never to have been authenticated and delivered
     hereunder); provided, however, that unless otherwise provided in the terms
     of the series, the authorized aggregate principal amount of such series may
     be increased before or after the issuance of any Securities of the series
     by a Board Resolution (or action pursuant to a Board Resolution) to such
     effect;

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in permanent global form, as Global Securities or otherwise, and,
     if so, whether beneficial owners of interests in any such Global Security
     may exchange such interests for Securities of such series and of like tenor
     of any authorized form and denomination and the circumstances under which
     any such exchanges may occur, if other than in the manner provided in
     Section 2.17, and the initial Depositary and Security Custodian, if any,
     for any Global Security or Securities of such series;

                                       7



          (4) the manner in which any interest payable on a temporary Global
     Security on any Interest Payment Date will be paid if other than in the
     manner provided in Section 2.14;

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

          (6) the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, whether and
     under what circumstances Additional Amounts with respect to such Securities
     shall be payable, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and the
     record date for the interest payable on any Securities on any Interest
     Payment Date, or if other than provided herein, the Person to whom any
     interest on Securities of the series shall be payable;

          (7) the place or places where, subject to the provisions of Section
     4.02, the principal of, premium (if any) and interest on and any Additional
     Amounts with respect to the Securities of the series shall be payable;

          (8) the period or periods within which, the price or prices (whether
     denominated in cash, securities or otherwise) 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, if the Company is to have that
     option, and the manner in which the Company must exercise any such option,
     if different from those set forth herein;

          (9) whether Securities of the series are entitled to the benefits of
     any Guarantee of any Subsidiary Guarantor pursuant to this Indenture;

          (10) the obligation, if any, of the Company to redeem, purchase or
     repay Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices (whether denominated in cash, securities
     or otherwise) at which and the terms and conditions upon which Securities
     of the series shall be redeemed, purchased or repaid in whole or in part
     pursuant to such obligation;

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

          (12) if other than Dollars, the currency or currencies (including
     composite currencies) or the form, including equity securities, other debt
     securities (including Securities), warrants or any other securities or
     property of the Company, any Subsidiary Guarantor or any other Person, in
     which payment of the principal of, premium (if any) and interest on and any
     Additional Amounts with respect to the Securities of the series shall be
     payable;

          (13) if the principal of, premium (if any) or interest on or any
     Additional Amounts with respect to the Securities of the series are to be
     payable, at the election of the Company or a Holder thereof, in a currency
     or currencies (including composite

                                       8



     currencies) other than that in which the Securities are stated to be
     payable, the currency or currencies (including composite currencies) in
     which payment of the principal of, premium (if any) and interest on and any
     Additional Amounts with respect to Securities of such series as to which
     such election is made shall be payable, and the periods within which and
     the terms and conditions upon which such election is to be made;

          (14) if the amount of payments of principal of, premium (if any) and
     interest on and any Additional Amounts with respect to the Securities of
     the series may be determined with reference to any commodities, currencies
     or indices, values, rates or prices or any other index or formula, the
     manner in which such amounts shall be determined;

          (15) if other than the entire principal amount thereof, the portion of
     the principal amount of Securities of the series that shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     6.02;

          (16) any additional means of satisfaction and discharge of this
     Indenture and any additional conditions or limitations to discharge with
     respect to Securities of the series and the related Guarantee pursuant to
     Article VIII or any modifications of or deletions from such conditions or
     limitations;

          (17) any deletions or modifications of or additions to the Events of
     Default set forth in Section 6.01 or covenants of the Company or any
     Subsidiary Guarantor set forth in Article IV pertaining to the Securities
     of the series;

          (18) any restrictions or other provisions with respect to the transfer
     or exchange of Securities of the series, which may amend, supplement,
     modify or supersede those contained in this Article II;

          (19) if the Securities of the series are to be convertible into or
     exchangeable for capital stock, other debt securities (including
     Securities), warrants, other equity securities or any other securities or
     property of the Company, any Subsidiary Guarantor or any other Person, at
     the option of the Company or the Holder or upon the occurrence of any
     condition or event, the terms and conditions for such conversion or
     exchange;

          (20) whether the Securities of the series are to be entitled to the
     benefit of Section 4.03(b) (and accordingly constitute Rule 144A
     Securities); and

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

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided, in the Officers' Certificate or
Company Order referred to above or in any such indenture supplemental hereto.

                                       9



          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Company Order setting forth the terms of the series.

SECTION 2.02 Denominations.

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 2.01. In the absence of any
such provisions with respect to the Securities of any series, the Securities of
such series denominated in Dollars shall be issuable in denominations of $1,000
and any integral multiples thereof.

SECTION 2.03 Forms Generally.

          The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company's certificate of
incorporation, bylaws or other similar governing documents, agreements to which
the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). A copy of the
Board Resolution establishing the form or forms of Securities of any series
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.04 for the authentication and delivery of such
Securities.

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

          The Trustee's certificate of authentication shall be in substantially
the following form:

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

                                         [                         ], as Trustee
                                          -------------------------


                                         By:
                                             -----------------------------------
                                                     Authorized Officer".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

          Two Officers of the Company shall sign the Securities on behalf of the
Company and, with respect to the Guarantee of the Securities, an Officer of each
Subsidiary Guarantor shall sign the Securities on behalf of such Subsidiary
Guarantor, in each case by manual or facsimile signature.

                                       10



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

          A Security shall not be entitled to any benefit under this Indenture
or the related Guarantees or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company delivers such Security to the Trustee for
cancellation as provided in Section 2.13, together with a written statement
(which need not comply with Section 11.05 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture or the related Guarantees.

          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 and each Subsidiary Guarantor to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Company Order for the authentication and delivery of such Securities or pursuant
to such procedures acceptable to the Trustee as may be specified from time to
time by Company Order. Such order shall specify the amount of the Securities to
be authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

          If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to above and the other documents required by Section 11.04), and (subject to
Section 7.01) shall be fully protected in relying upon:

          (a) an Officers' Certificate of the Company setting forth the Board
     Resolution and, if applicable, an appropriate record of any action taken
     pursuant thereto, as contemplated by the last paragraph of Section 2.01;
     and

          (b) an Opinion of Counsel to the effect that:

               (i) the form of such Securities has been established in
          conformity with the provisions of this Indenture;

                                       11



               (ii) the terms of such Securities have been established in
          conformity with the provisions of this Indenture; and

               (iii) that such Securities and the related Guarantee, when
          authenticated and delivered by the Trustee and issued by the Company
          in the manner and subject to any conditions specified in such Opinion
          of Counsel, will constitute valid and binding obligations of the
          Company and the Subsidiary Guarantors, respectively, enforceable
          against the Company and the Subsidiary Guarantors, respectively, in
          accordance with their respective terms, except as the enforceability
          thereof may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium, fraudulent conveyance or transfer or other
          similar laws in effect from time to time affecting the rights of
          creditors generally, and the application of general principles of
          equity (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

          If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate and Opinion of
Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

          The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate 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 an Agent to deal with the Company, any Subsidiary Guarantor or an
Affiliate of the Company or any Subsidiary Guarantor.

          Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

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

          The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. 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 Agent not a
party to this Indenture. The Company may change any

                                       12



Paying Agent or Registrar without notice to any Holder. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company, any Subsidiary Guarantor or any other Subsidiary
may act as Paying Agent or Registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with
respect to Securities and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. 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.
Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Company, a Subsidiary Guarantor or another
Subsidiary of the Company) shall have no further liability for the money. If the
Company, a Subsidiary Guarantor or another Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Each Paying Agent
shall otherwise comply with TIA (S) 317(b).

SECTION 2.07 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is not
the Registrar with respect to a series of Securities, the Company shall furnish
to the Trustee at least five Business Days before each Interest Payment Date
with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Company shall otherwise comply with TIA (S) 312(a).

SECTION 2.08 Transfer and Exchange.

          Except as set forth in Section 2.17 or as may be provided pursuant to
Section 2.01:

          When Securities of any series are presented to the Registrar with the
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to

                                       13



the Registrar duly executed by the Holder thereof or by his attorney, duly
authorized in writing, on which instruction the Registrar can rely.

          To permit registrations of transfers and exchanges, the Company and
the Subsidiary Guarantors shall execute and the Trustee shall authenticate
Securities at the Registrar's written request and submission of the Securities
or Global Securities. No service charge shall be made to a Holder for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than such transfer tax or similar governmental charge payable upon
exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall
authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the
Company shall not be required to register the transfer or exchange of (a) any
Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b) any
Security during the period beginning 15 Business Days prior to the mailing of
notice of any offer to repurchase Securities of the series required pursuant to
the terms thereof or of redemption of Securities of a series to be redeemed and
ending at the close of business on the day of mailing.

SECTION 2.09 Replacement Securities.

          If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of such Security, the Company shall issue, the
Subsidiary Guarantors shall execute and the Trustee shall authenticate a
replacement Security of the same series if the Trustee's requirements are met.
If any such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security. If required by the Trustee, any Subsidiary
Guarantor or the Company, such Holder must furnish an indemnity bond that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, each Subsidiary Guarantor, the Trustee, any Agent or any authenticating
agent from any loss that any of them may suffer if a Security is replaced. The
Company and the Trustee may charge a Holder for their expenses in replacing a
Security.

          Every replacement Security is an additional obligation of the Company.

SECTION 2.10 Outstanding Securities.

          The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

          If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

                                       14



          If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

          A Security does not cease to be outstanding because the Company, a
Subsidiary Guarantor or an Affiliate of the Company or a Subsidiary Guarantor
holds the Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
             Securities.

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for such currency,
as such rate is certified for customs purposes by the Federal Reserve Bank of
New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Company by reference to
the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company, a Subsidiary Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, of a Subsidiary Guarantor or of such
other obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

          Until definitive Securities of any series are ready for delivery, the
Company may prepare, the Subsidiary Guarantors shall execute 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, the Subsidiary Guarantors shall execute and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13 Cancellation.

          The Company or any Subsidiary Guarantor 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, payment or redemption or for credit against any sinking
fund payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, redemption, replacement or
cancellation or for credit against any sinking fund. Unless the Company shall
direct in writing that canceled Securities be returned to it, after written
notice to the Company all canceled Securities held by the Trustee shall be

                                       15



disposed of in accordance with the usual disposal procedures of the Trustee, and
the Trustee shall maintain a record of their disposal. The Company may not issue
new Securities to replace Securities that have been paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

          Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Company will pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities in Dollars. Such
amounts shall be payable at the offices of the Trustee or any Paying Agent,
provided that at the option of the Company, the Company may pay such amounts (1)
by wire transfer with respect to Global Securities or (2) by check payable in
such money mailed to a Holder's registered address with respect to any
Securities.

          If the Company defaults in a payment of interest on the Securities of
any series, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest on the defaulted interest, in each case at
the rate provided in the Securities of such series and in Section 4.01. The
Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date
selected by the Company, the Company (or the Trustee, in the name of and at the
expense of the Company upon 20 days' prior written notice from the Company
setting forth such special record date and the interest amount to be paid) shall
mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.15 Persons Deemed Owners.

          The Company, the Subsidiary Guarantors, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Company, any
Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall
be affected by any notice to the contrary.

SECTION 2.16 Computation of Interest.

          Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

          If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the

                                       16



provisions of Section 2.02, any such Global Security shall represent such of the
outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, transfers or redemptions. Any endorsement of
a Global Security to reflect the amount, or any increase or decrease in the
amount, of outstanding Securities represented thereby shall be made by the
Trustee (i) in such manner and upon instructions given by such Person or Persons
as shall be specified in such Security or in a Company Order to be delivered to
the Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with
written instructions or such other written form of instructions as is customary
for the Depositary for such Security, from such Depositary or its nominee on
behalf of any Person having a beneficial interest in such Global Security.
Subject to the provisions of Section 2.04 and, if applicable, Section 2.12, the
Trustee shall deliver and redeliver any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified in such
Security or in the applicable Company Order. With respect to the Securities of
any series that are represented by a Global Security, the Company and the
Subsidiary Guarantors authorize the execution and delivery by the Trustee of a
letter of representations or other similar agreement or instrument in the form
customarily provided for by the Depositary appointed with respect to such Global
Security. Any Global Security may be deposited with the Depositary or its
nominee, or may remain in the custody of the Trustee or the Security Custodian
therefor pursuant to a FAST Balance Certificate Agreement or similar agreement
between the Trustee and the Depositary. If a Company Order has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 11.05 and need not be accompanied by an
Opinion of Counsel.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee or the Security Custodian as its
custodian, or under such Global Security, and the Depositary may be treated by
the Company, any Subsidiary Guarantor, the Trustee or the Security Custodian and
any agent of the Company, any Subsidiary Guarantor, the Trustee or the Security
Custodian as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Global
Security of a series may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii)
nothing herein shall prevent the Company, any Subsidiary Guarantor, the Trustee
or the Security Custodian, or any agent of the Company, any Subsidiary
Guarantor, the Trustee or the Security Custodian, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a beneficial
owner of any Security.

          Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01, transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and

                                       17



procedures of the Depositary. Securities shall be transferred to all beneficial
owners in exchange for their beneficial interests in a Global Security if, and
only if, either (1) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the Global Security and a successor
Depositary is not appointed by the Company within 90 days of such notice, (2) an
Event of Default has occurred with respect to such series and is continuing and
the Registrar has received a request from the Depositary to issue Securities in
lieu of all or a portion of the Global Security (in which case the Company shall
deliver Securities within 30 days of such request) or (3) the Company determines
in its sole discretion not to have the Securities represented by a Global
Security.

          In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company and the Subsidiary Guarantors shall execute, and
the Trustee upon receipt of a Company Order for the authentication and delivery
of Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

          In connection with the transfer of all of the beneficial interests in
a Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company and the Subsidiary Guarantors shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.

          None of the Company, any Subsidiary Guarantor or the Trustee will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such
Securities. None of the Company, any Subsidiary Guarantor or the Trustee shall
be liable for any delay by the related Global Security Holder or the Depositary
in identifying the beneficial owners, and each such Person may conclusively rely
on, and shall be protected in relying on, instructions from such Global Security
Holder or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the
Securities to be issued).

          The provisions of the last sentence of the third paragraph of Section
2.04 shall apply to any Global Security if such Global Security was never issued
and sold by the Company and the Company or a Subsidiary Guarantor delivers to
the Trustee the Global Security together with written instructions (which need
not comply with Section 11.05 and need not be accompanied by an Opinion of
Counsel) with regard to the cancellation or reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of the third paragraph of Section 2.04.

          Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest on and any Additional Amounts with respect to any
Global Security shall be made to the Depositary.

                                       18



          The Company in issuing Securities of any series 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 of Securities of such series;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of such series
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 of such
series, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.

          Notwithstanding anything herein to the contrary, delivery or surrender
of a Security shall not be required in the case of Global Securities in order to
obtain the rights or benefits provided hereunder upon the delivery or surrender
of a Security.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

          Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02 Notice to the Trustee.

          If the Company elects to redeem Securities of any series pursuant to
this Indenture, it shall notify the Trustee of the Redemption Date and the
principal amount of Securities of such series to be redeemed. The Company shall
so notify the Trustee at least 45 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers' Certificate stating that such redemption will comply with
the provisions of this Indenture and of the Securities of such series. Any such
notice may be canceled at any time prior to the mailing of such notice of such
redemption to any Holder and shall thereupon be void and of no effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem
appropriate in accordance with industry standards at the time of such redemption
and that may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series or of the principal amount of Global Securities of such series;
provided that, if at the time of redemption such Securities are registered as a
Global Security, the Depositary shall determine, in accordance with its
procedures, the principal amount of such Securities held by each beneficial
owner of Securities to be redeemed.

                                       19



          The Trustee shall promptly notify the Company and the Registrar 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 purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case of
any of the Securities redeemed or to be redeemed only in part, to the portion of
the principal amount thereof which has been or is to be redeemed.

SECTION 3.04 Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days (or not less than 15 days in the case of
convertible Securities) nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

          All notices of redemption shall identify the Securities to be redeemed
and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price (or the method of calculating or determining
     the Redemption Price);

          (3) that, unless the Company and the Subsidiary Guarantors default in
     making the redemption payment, interest on Securities called for redemption
     ceases to accrue on and after the Redemption Date, and the only remaining
     right of the Holders of such Securities is to receive payment of the
     Redemption Price upon surrender to the Paying Agent of the Securities
     redeemed;

          (4) if any Security is to be redeemed in part, the portion of the
     principal amount thereof to be redeemed and that on and after the
     Redemption Date, upon surrender for cancellation of such Security to the
     Paying Agent, a new Security or Securities in the aggregate principal
     amount equal to the unredeemed portion thereof will be issued without
     charge to the Holder;

          (5) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price and the name and address of
     the Paying Agent;

          (6) that the redemption is for a sinking or analogous fund, if such is
     the case;

          (7) if such Securities are convertible into or exchangeable for
     capital stock, other debt securities (including Securities), warrants,
     other equity securities or any other securities or property of the Company,
     any Subsidiary Guarantor or any other Person, the name and address of the
     conversion or exchange agent, the date on which the right to convert or
     exchange is terminated and the conversion or exchange rate; and

          (8) the CUSIP number, if any, relating to such Securities.

                                       20



          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 written request,
by the Trustee in the name and at the expense of the Company.

SECTION 3.05 Effect of Notice of Redemption.

          Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Securities called for redemption shall be
paid at the Redemption Price, but interest installments whose maturity is on or
prior to such Redemption Date will be payable on the relevant Interest Payment
Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.

SECTION 3.06 Deposit of Redemption Price.

          By 11:00 a.m., New York City time, on any Redemption Date, the Company
or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent
(or, if the Company or such Subsidiary Guarantor is acting as the Paying Agent,
segregate and hold in trust as provided in Section 2.06) an amount of money in
same day funds sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect to, the Securities or portions thereof which are
to be redeemed on that date, other than Securities or portions thereof called
for redemption on that date which have been delivered by the Company or a
Subsidiary Guarantor to the Trustee for cancellation.

          If the Company or a Subsidiary Guarantor complies with the preceding
paragraph, then, unless the Company and the Subsidiary Guarantors default in the
payment of such Redemption Price, interest on the Securities to be redeemed will
cease to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, any Additional Amounts, and, to the
extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07 Securities Redeemed in Part.

          Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Company and the Subsidiary Guarantors shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities, of the same series and 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 of the Security so
surrendered that is not redeemed.

                                       21



SECTION 3.08 Purchase of Securities.

          Unless otherwise specified as contemplated by Section 2.01, the
Company, any Subsidiary Guarantor and any Affiliate of the Company or any
Subsidiary Guarantor may at any time purchase or otherwise acquire Securities in
the open market or by private agreement. Any such acquisition shall not operate
as or be deemed for any purpose to be a redemption of the indebtedness
represented by such Securities. Any Securities purchased or acquired by the
Company or a Subsidiary Guarantor may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied.
Section 2.13 shall apply to all Securities so delivered.

SECTION 3.09 Mandatory and Optional Sinking Funds.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

          The Company or a Subsidiary Guarantor may deliver outstanding
Securities of a series (other than any previously called for redemption) and may
apply as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such series of Securities; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 3.11 Redemption of Securities for Sinking Fund.

          Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivery of or by crediting Securities of that
series pursuant to Section 3.10 and will also deliver or cause to be delivered
to the Trustee any Securities to be so delivered. Failure of the Company to
timely deliver or cause to be delivered such Officers' Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute the election of the Company (i) that the mandatory sinking
fund payment for such series due on the next

                                       22



succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to
such series as provided in this Section.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

          The Company shall pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of each series on
the dates and in the manner provided in the Securities of such series and in
this Indenture. Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent (other than the Company, a
Subsidiary Guarantor or a Subsidiary) holds by 11:00 a.m., New York City time,
on that date money deposited by the Company or a Subsidiary Guarantor designated
for and sufficient to pay all principal, premium, interest and any Additional
Amounts then due.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

          The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or upon

                                       23



the Company or a Subsidiary Guarantor in respect of the Securities of that
series and this Indenture may be served. Unless otherwise designated by the
Company by written notice to the Trustee and the Subsidiary Guarantors, such
office or agency shall be the office of the Trustee in The City of New York,
which on the date hereof is located at                         , New York, New
                                       ------------------------
York           . The Company will give prompt written notice to the Trustee and
     ----------
the Subsidiary Guarantors of the location, and any change in the location, of
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee and the
Subsidiary Guarantors with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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

SECTION 4.03 SEC Reports; Financial Statements.

          (a) If the Company is subject to Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Trustee, within 15 days after it files the
same with the SEC, copies of the annual reports and the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) that the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this
Indenture is qualified under the TIA, but not otherwise, the Company shall also
comply with the provisions of TIA (S) 314(a).

          (b) If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the
Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the
Securities Act of 1933, as amended.

          (c) The Company intends to file the reports, information and documents
referred to in Section 4.03(a) hereof with the SEC in electronic form pursuant
to Regulation S-T promulgated by the SEC using the SEC's Electronic Data
Gathering, Analysis and Retrieval ("EDGAR") system. The Company shall notify the
Trustee in the manner prescribed herein of each such filing. The Trustee is
hereby authorized and directed to access the EDGAR system for purposes of
retrieving the reports so filed. Compliance with the foregoing shall constitute
delivery by the Company of such reports to the Trustee in compliance with the
provisions of TIA (S) 314(a). The Trustee shall have no duty to search for or
obtain any electronic or other filings that the Company makes with the SEC,
regardless of whether such filings are periodic, supplemental or otherwise.
Delivery of the reports, information and documents to the Trustee pursuant to
this Section 4.03 shall be solely for the purposes of compliance with this
Section 4.03 and with TIA (S) 314(a). The Trustee's receipt of such reports,
information and documents shall

                                       24



not constitute notice to it of the content thereof or of any matter determinable
from the content thereof, including the Company's and any Subsidiary Guarantor's
compliance with any of their covenants hereunder, as to which the Trustee is
entitled to rely upon Officers' Certificates.

SECTION 4.04 Compliance Certificate.

          (a) Each of the Company and the Subsidiary Guarantors shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
and the Subsidiary Guarantors, a statement signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company or such Subsidiary Guarantor, as the case may be, which need not
constitute an Officers' Certificate, complying with TIA (S) 314(a)(4) and
stating that in the course of performance by the signing Officer of his duties
as such Officer of the Company or such Subsidiary Guarantor, as the case may be,
he would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Company or such Subsidiary Guarantor, as the case may be, of
its obligations under this Indenture, and further stating that to the best of
his knowledge the Company or such Subsidiary Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company or such
Subsidiary Guarantor, as the case may be, is taking or proposes to take with
respect thereto).

          (b) The Company or any Subsidiary Guarantor shall, so long as
Securities of any series are outstanding, deliver to the Trustee, as soon as
practicable, but in no event more than five Business Days, after any Officer of
the Company or such Subsidiary Guarantor, as the case may be, becoming aware of
any Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default and what action the Company or such
Subsidiary Guarantor, as the case may be, is taking or proposes to take with
respect thereto.

SECTION 4.05 Corporate Existence.

          Subject to Article V, each of the Company and the Subsidiary
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence. This Section 4.05 shall not
prohibit or restrict the Company or any Subsidiary Guarantor from converting
into a different form of legal entity.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

          Each of the Company and the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive it from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, 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

                                       25



expressly waives all benefit or advantage of any such law, and covenants that it
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.

SECTION 4.07 Additional Amounts.

          If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

          Neither the Company nor any Subsidiary Guarantor shall consolidate
with or merge into any Person, or sell, lease, convey, assign, transfer or
otherwise dispose of, in any transaction or series of transactions, all or
substantially all of its assets to any Person (other than a consolidation or
merger of the Company and one or more Subsidiary Guarantors or two or more
Subsidiary Guarantors, or a sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the assets of the Company to a
Subsidiary Guarantor, a Subsidiary Guarantor to the Company or of a Subsidiary
Guarantor to another Subsidiary Guarantor), unless:

          (1) either (a) the Company or such Subsidiary Guarantor, as the case
     may be, shall be the continuing Person or (b) the Person (if other than the
     Company or such Subsidiary Guarantor) formed by such consolidation or into
     which the Company or such Subsidiary Guarantor is merged, or to which such
     sale, lease, conveyance, assignment, transfer or other disposition shall be
     made (collectively, the "Successor"), is organized and validly existing
     under the laws of the United States of America, any political subdivision
     thereof or any State thereof or the District of Columbia, and expressly
     assumes by supplemental indenture, in the case of the Company, the due and
     punctual payment of the principal of, premium (if any) and interest on and
     any Additional Amounts with respect to all the Securities and the
     performance of the Company's covenants and obligations under this Indenture
     and the Securities, or, in the case of such Subsidiary Guarantor, the
     performance of the Guarantee and such Subsidiary Guarantor's covenants and
     obligations under this Indenture and the Securities;

                                       26



          (2) immediately after giving effect to such transaction or series of
     transactions, no Default or Event of Default shall have occurred and be
     continuing or would result therefrom; and

          (3) in the case of clause (1)(b) above, the Successor delivers to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that the transaction and such supplemental indenture comply with this
     Indenture.

SECTION 5.02 Successor Person Substituted.

          Upon any consolidation or merger of the Company or a Subsidiary
Guarantor, as the case may be, or any sale, lease, conveyance, assignment,
transfer or other disposition of all or substantially all of the assets of the
Company or such Subsidiary Guarantor in accordance with Section 5.01, the
Successor formed by such consolidation or into which the Company or such
Subsidiary Guarantor is merged or to which such sale, lease, conveyance,
assignment, transfer or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of the Company or such
Subsidiary Guarantor, as the case may be, under this Indenture and the
Securities with the same effect as if such Successor had been named as the
Company or such Subsidiary Guarantor, as the case may be, herein, and the
predecessor Company or Subsidiary Guarantor, in the case of a sale, conveyance,
assignment, transfer or other disposition, shall be released from all
obligations under this Indenture, the Securities and, in the case of a
Subsidiary Guarantor, the Guarantee.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

          Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

               (1) the Company defaults in the payment of interest on or any
     Additional Amounts with respect to any Security of that series when the
     same becomes due and payable and such default continues for a period of 30
     days;

               (2) the Company defaults in the payment of (A) the principal of
     any Security of that series at its Maturity or (B) premium (if any) on any
     Security of that series when the same becomes due and payable;

               (3) the Company defaults in the deposit of any sinking fund
     payment, when and as due by the terms of a Security of that series, and
     such default continues for a period of 30 days;

               (4) the Company or any Subsidiary Guarantor fails to comply with
     any of its other covenants or agreements in, or provisions of, the
     Securities of such series or this Indenture (other than an agreement,
     covenant or provision that has expressly been

                                       27



     included in this Indenture solely for the benefit of one or more series of
     Securities other than that series) which shall not have been remedied
     within the specified period after written notice, as specified in the last
     paragraph of this Section 6.01;

               (5) the Company, or if that series of Securities is entitled to
     the benefits of a Guarantee by the Subsidiary Guarantors, any of such
     Subsidiary Guarantors, pursuant to or within the meaning of any Bankruptcy
     Law:

               (A) commences a voluntary case,

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

               (C) consents to the appointment of a Bankruptcy Custodian of it
          or for all or substantially all of its property, or

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

               (6) a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that remains unstayed and in effect for 90 days
     and that:

               (A) is for relief against the Company or any Subsidiary Guarantor
          as debtor in an involuntary case,

               (B) appoints a Bankruptcy Custodian of the Company or any
          Subsidiary Guarantor or a Bankruptcy Custodian for all or
          substantially all of the property of the Company or any Subsidiary
          Guarantor, or

               (C) orders the liquidation of the Company or any Subsidiary
          Guarantor;

               (7) that series of Securities is entitled to the benefits of
     a Guarantee by the Subsidiary Guarantors, the Guarantee of any of the
     Subsidiary Guarantors ceases to be in full force and effect with
     respect to Securities of that series (except as otherwise provided in
     this Indenture) or is declared null and void in a judicial proceeding,
     or any such Subsidiary Guarantor denies or disaffirms its obligations
     under this Indenture or such Guarantee; or

               (8) any other Event of Default provided with respect to
     Securities of that series occurs.

          The term "Bankruptcy Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

          When a Default or Event of Default is cured, it ceases.

          Notwithstanding the foregoing provisions of this Section 6.01, if the
principal of, premium (if any) or interest on or Additional Amounts with respect
to any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency

                                       28



or currencies are not available to the Company or a Subsidiary Guarantor for
making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or such Subsidiary Guarantor (a
"Conversion Event"), each of the Company and the Subsidiary Guarantors will be
entitled to satisfy its obligations to Holders of the Securities by making such
payment in Dollars in an amount equal to the Dollar equivalent of the amount
payable in such other currency, as determined by the Company or the Subsidiary
Guarantor, as the case may be, by reference to the Exchange Rate on the date of
such payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate. Notwithstanding the foregoing provisions of
this Section 6.01, any payment made under such circumstances in Dollars where
the required payment is in a currency other than Dollars will not constitute an
Event of Default under this Indenture.

          Promptly after the occurrence of a Conversion Event, the Company or a
Subsidiary Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 11.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Company or the
Subsidiary Guarantor, as the case may be, shall give notice in the manner
provided in Section 11.02 to the Holders, setting forth the applicable Exchange
Rate and describing the calculation of such payments.

          A Default under clause (4) or (8) of this Section 6.01 is not an Event
of Default until the Trustee notifies the Company and the Subsidiary Guarantors,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Company, the Subsidiary
Guarantors and the Trustee, of the Default, and the Company or the applicable
Subsidiary Guarantor, as the case may be, fails to cure the Default within 60
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

          If an Event of Default with respect to any Securities of any series at
the time outstanding (other than an Event of Default specified in clause (5) or
(6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Company and the Subsidiary Guarantors, or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by
such Event of Default (or, in the case of an Event of Default described in
clause (4) of Section 6.01, if outstanding Securities of other series are
affected by such Event of Default, then at least 25% in principal amount of the
then outstanding Securities so affected) by notice to the Company, the
Subsidiary Guarantors and the Trustee, may declare the principal of (or, if any
such Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) and all
accrued and unpaid interest on all then outstanding Securities of such series or
of all series, as the case may be, to be due and payable. Upon any such
declaration, the amounts due and payable on the Securities shall be due and
payable immediately. If an Event of Default specified in clause (5) or (6) of
Section 6.01 hereof occurs, such amounts shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a

                                       29



majority in principal amount of the then outstanding Securities of the series
affected by such Event of Default or all series so affected, as the case may be,
by written notice to the Trustee may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or
any Additional Amounts with respect to the Securities) if (i) the rescission
would not conflict with any judgment or decree, (ii) all existing Events of
Default with respect to Securities of that series (or of all series, as the case
may be) have been cured or waived, except nonpayment of principal, premium,
interest or any Additional Amounts that has become due solely because of the
acceleration, and (iii) the Trustee has been paid any amounts 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
7.07.

SECTION 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

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

SECTION 6.04 Waiver of Defaults.

          Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series affected thereby (acting as one class) by notice to the Trustee may waive
an existing or past Default or Event of Default with respect to such series or
all series so affected, as the case may be, and its consequences (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or all series so affected or a solicitation of
consents in respect of Securities of such series or all series so affected,
provided that in each case such offer or solicitation is made to all Holders of
then outstanding Securities of such series or all series so affected (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05 Control by Majority.

          With respect to Securities of any series, the Holders of a majority in
principal amount of the then outstanding Securities of such series may direct in
writing the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising

                                       30



any trust or power conferred on it relating to or arising under an Event of
Default described in clause (1), (2), (3) or (7) of Section 6.01, and with
respect to all Securities, the Holders of a majority in principal amount of all
the then outstanding Securities affected may direct in writing the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it not relating to or arising
under such an Event of Default. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or that may
involve the Trustee in personal liability; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion from
Holders directing the Trustee against all losses and expenses caused by taking
or not taking such action.

SECTION 6.06 Limitations on Suits.

          Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

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

          (2) the Holders of at least 25% in principal amount of the then
     outstanding Securities of such series make a written request to the Trustee
     to pursue the remedy;

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

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

          (5) during such 60-day period, the Holders of a majority in principal
     amount of the Securities of such series do not give the Trustee a direction
     inconsistent with the request.

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

SECTION 6.07 Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

                                       31



SECTION 6.08 Collection Suit by Trustee.

          If an Event of Default specified in clause (1) or (2) of Section 6.01
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company or a
Subsidiary Guarantor for the amount of principal, premium (if any), interest and
any Additional Amounts remaining unpaid on the Securities of the series affected
by the Event of Default, and interest on overdue principal and premium, if any,
and, to the extent lawful, interest on overdue interest, and 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.

SECTION 6.09 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or a Subsidiary Guarantor or their respective creditors
or properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian 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 to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10 Priorities.

          If the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

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

          Second: to Holders for amounts due and unpaid on the Securities in
     respect of which or for the benefit of which such money has been collected,
     for principal, premium (if any), interest and any Additional Amounts
     ratably, without preference or priority of

                                       32



     any kind, according to the amounts due and payable on such Securities for
     principal, premium (if any), interest and any Additional Amounts,
     respectively; and

          Third: to the Company.

          The Trustee, upon prior written notice to the Company, may fix record
dates and payment dates for any payment to Holders pursuant to this Article VI.

          To the fullest extent allowed under applicable law, if for the purpose
of obtaining a judgment against the Company or a Subsidiary Guarantor in any
court it is necessary to convert the sum due in respect of the principal of,
premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
for purposes of rendering the judgment shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day in The
City of New York next preceding that on which final judgment is given. None of
the Company, any Subsidiary Guarantor or the Trustee shall be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 6.10 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 6.10 to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company and the Subsidiary
Guarantors on the claim or claims underlying such judgment.

SECTION 6.11 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

          (b) Except during the continuance of an Event of Default with respect
to the Securities of any series:

                                       33



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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine such certificates and opinions to determine
     whether, on their face, they appear to conform to the requirements of this
     Indenture.

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

          (1) this paragraph does not limit the effect of Section 7.01(b);

          (2) 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

          (3) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company and the
Subsidiary Guarantors. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

SECTION 7.02 Rights of Trustee.

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

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

                                       34



with counsel of its selection 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.

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

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

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company or any Subsidiary
Guarantor shall be sufficient if signed by an Officer of the Company or such
Subsidiary Guarantor, as the case may be.

          (f) The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company, any Subsidiary Guarantor or by any Holder of the
Securities, and such notice references the Securities and this Indenture.

          (g) The permissive rights of the Trustee enumerated herein shall not
be construed as duties.

SECTION 7.03 May Hold Securities.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, any
Subsidiary Guarantor or any of their respective Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights
and duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid to the Company or any
Subsidiary Guarantor or upon the Company's or such Subsidiary Guarantor's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

          If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and

                                       35



interest on and Additional Amounts or any sinking fund installment with respect
to the Securities of such series, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06 Reports by Trustee to Holders.

          Within 60 days after each June 15 of each year after the execution of
this Indenture, the Trustee shall mail to Holders of a series, the Subsidiary
Guarantors and the Company a brief report dated as of such reporting date that
complies with TIA (S) 313(a); provided, however, that if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date with respect to a series, no report need be transmitted to Holders of such
series. The Trustee also shall comply with TIA (S) 313(b). The Trustee shall
also transmit by mail all reports if and as required by TIA (S)(S) 313(c) and
313(d).

          A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Company or a Subsidiary Guarantor
with the SEC and each securities exchange, if any, on which the Securities of
such series are listed. The Company shall notify the Trustee if and when any
series of Securities is listed on any securities exchange.

SECTION 7.07 Compensation and Indemnity.

          The Company agrees to pay to the Trustee for its acceptance of this
Indenture and services hereunder such compensation as the Company and the
Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

          The Company hereby indemnifies the Trustee and any predecessor Trustee
against any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company and the
Subsidiary Guarantors promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.

          The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

          To secure the payment obligations of the Company in this Section 7.07,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to
Securities of any series. Such lien and the Company's obligations under this
Section 7.07 shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

                                       36



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

SECTION 7.08 Replacement of Trustee.

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

          The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Company and the
Subsidiary Guarantors. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to the
Securities of such series by so notifying the Trustee, the Company and the
Subsidiary Guarantors. The Company may remove the Trustee if:

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

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

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

          (4) the Trustee otherwise becomes incapable of acting.

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

          If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Company), the Company, any Subsidiary Guarantor or the Holders of at least 10%
in principal amount of the then outstanding Securities of such series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

                                       37



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

          In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Subsidiary
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee. Upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee shall have all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. On request of
the Company or any successor Trustee, such retiring Trustee shall transfer to
such successor Trustee all property held by such retiring Trustee as Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates. Such retiring Trustee shall, however, have
the right to deduct its unpaid fees and expenses, including attorneys' fees.

          Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Company under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

          Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

                                       38



          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; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by Federal or State (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

          The Indenture shall always have a Trustee who satisfies the
requirements of TIA (S)(S) 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA (S) 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA (S) 310(b).

SECTION 7.11 Preferential Collection of Claims Against the Company or a
             Subsidiary Guarantor.

          The Trustee is subject to and shall comply with the provisions of TIA
(S) 311(a), excluding any creditor relationship listed in TIA (S) 311(b). A
Trustee who has resigned or been removed shall be subject to TIA (S) 311(a) to
the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of the Company's and the Subsidiary Guarantors'
             Obligations.

          (a) This Indenture shall cease to be of further effect with respect to
the Securities of a series (except that the Company's obligations under Section
7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article
VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:

                                       39



          (1) either:

               (A) all outstanding Securities of such series theretofore
          authenticated and issued (other than destroyed, lost or stolen
          Securities that have been replaced or paid) have been delivered to the
          Trustee for cancellation; or

               (B) all outstanding Securities of such series 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, in the case of clause (i), (ii) or (iii) above, the Company or a
          Subsidiary Guarantor has irrevocably deposited or caused to be
          deposited with the Trustee as funds (immediately available to the
          Holders in the case of clause (i)) in trust for such purpose (x) money
          in the currency in which payment of the Securities of such series is
          to be made in an amount, or (y) Government Obligations with respect to
          such series, maturing as to principal and interest at such times and
          in such amounts as will ensure the availability of money in the
          currency in which payment of the Securities of such series is to be
          made in an amount or (z) a combination thereof, which will be
          sufficient, in the opinion (in the case of clauses (y) and (z)) of a
          nationally recognized firm of independent public accountants expressed
          in a written certification thereof delivered to the Trustee, to pay
          and discharge the entire indebtedness on the Securities of such series
          for principal and interest to the date of such deposit (in the case of
          Securities which have become due and payable) or for principal,
          premium, if any, and interest to the Stated Maturity or Redemption
          Date, as the case may be; or

               (C) the Company and the Subsidiary Guarantors have properly
          fulfilled such other means of satisfaction and discharge as is
          specified, as contemplated by Section 2.01, to be applicable to the
          Securities of such series;

          (2) the Company or a Subsidiary Guarantor has paid or caused to be
paid all other sums payable by them hereunder with respect to the Securities of
such series; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
stating that all conditions precedent to satisfaction and discharge of this
Indenture with respect to the Securities of such series have been complied with,
together with an Opinion of Counsel to the same effect.

                                       40



          (b) Unless this Section 8.01(b) is specified as not being applicable
to Securities of a series as contemplated by Section 2.01, the Company may, at
its option, terminate certain of its and the Subsidiary Guarantors' respective
obligations under this Indenture ("covenant defeasance") with respect to the
Securities of a series if:

          (1) the Company or a Subsidiary Guarantor has irrevocably deposited or
     caused to be irrevocably deposited with the Trustee as trust funds in trust
     for the purpose of making the following payments, specifically pledged as
     security for and dedicated solely to the benefit of the Holders of
     Securities of such series, (i) money in the currency in which payment of
     the Securities of such series is to be made in an amount, or (ii)
     Government Obligations with respect to such series, maturing as to
     principal and interest at such times and in such amounts as will ensure the
     availability of money in the currency in which payment of the Securities of
     such series is to be made in an amount or (iii) a combination thereof, that
     is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay the
     principal of and premium (if any) and interest on all Securities of such
     series on each date that such principal, premium (if any) or interest is
     due and payable and (at the Stated Maturity thereof or upon redemption as
     provided in Section 8.01(e)) to pay all other sums payable by it hereunder;
     provided that the Trustee shall have been irrevocably instructed to apply
     such money and/or the proceeds of such Government Obligations to the
     payment of said principal, premium (if any) and interest with respect to
     the Securities of such series as the same shall become due;

          (2) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of such series have been complied
     with, and an Opinion of Counsel to the same effect;

          (3) no Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit;

          (4) the Company shall have delivered to the Trustee an Opinion of
     Counsel from a nationally recognized counsel acceptable to the Trustee or a
     private letter ruling issued by the United States Internal Revenue Service
     to the effect that the Holders will not recognize income, gain or loss for
     United States Federal income tax purposes as a result of the Company's
     exercise of its option under this Section 8.01(b) and will be subject to
     United States Federal income tax on the same amount and in the same manner
     and at the same times as would have been the case if such option had not
     been exercised;

          (5) the Company and the Subsidiary Guarantors have complied with any
     additional conditions specified pursuant to Section 2.01 to be applicable
     to the discharge of Securities of such series pursuant to this Section
     8.01; and

          (6) such deposit and discharge shall not cause the Trustee to have a
     conflicting interest as defined in TIA (S) 310(b).

                                       41



          In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge under this Indenture. However, the Company's and the Subsidiary
Guarantors' respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Company's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

          After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's and the
Subsidiary Guarantors' obligations under this Indenture with respect to the
Securities of such series except for those surviving obligations specified
above.

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

          (c) If the Company and the Subsidiary Guarantors have previously
complied or are concurrently complying with Section 8.01(b) (other than any
additional conditions specified pursuant to Section 2.01 that are expressly
applicable only to covenant defeasance) with respect to Securities of a series,
then, unless this Section 8.01(c) is specified as not being applicable to
Securities of such series as contemplated by Section 2.01, the Company may elect
that its and the Subsidiary Guarantors' respective obligations to make payments
with respect to Securities of such series be discharged ("legal defeasance"),
if:

          (1) no Default or Event of Default under clauses (5) and (6) of
     Section 6.01 hereof shall have occurred at any time during the period
     ending on the 91st day after the date of deposit contemplated by Section
     8.01(b) (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (2) unless otherwise specified with respect to Securities of such
     series as contemplated by Section 2.01, the Company has delivered to the
     Trustee an Opinion of Counsel from a nationally recognized counsel
     acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
     with respect to such legal defeasance, which opinion is based on (i) a
     private letter ruling issued by the United States Internal Revenue Service
     addressed to the Company, (ii) a published ruling of the United States
     Internal Revenue Service pertaining to a comparable form of transaction or
     (iii) a change in the applicable United States Federal income tax law
     (including regulations) after the date of this Indenture;

          (3) the Company and the Subsidiary Guarantors have complied with any
     other conditions specified pursuant to Section 2.01 to be applicable to the
     legal defeasance of Securities of such series pursuant to this Section
     8.01(c); and

                                       42



          (4) the Company has delivered to the Trustee a Company Request
     requesting such legal defeasance of the Securities of such series and an
     Officers' Certificate stating that all conditions precedent with respect to
     such legal defeasance of the Securities of such series have been complied
     with, together with an Opinion of Counsel to the same effect.

          In such event, the Company and the Subsidiary Guarantors will be
discharged from their respective obligations under this Indenture and the
Securities of such series to pay principal of, premium (if any) and interest on
and any Additional Amounts with respect to Securities of such series, the
Company's and the Subsidiary Guarantors' respective obligations under Sections
4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the
entire indebtedness of the Company evidenced by such Securities and of the
Subsidiary Guarantors evidenced by the related Guarantee shall be deemed paid
and discharged.

          (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Company and the Subsidiary Guarantors may terminate any or all of its
obligations under this Indenture with respect to Securities of a series and any
or all of its obligations under the Securities of such series if it fulfills
such other means of satisfaction and discharge as may be so specified, as
contemplated by Section 2.01, to be applicable to the Securities of such series.

          (e) If Securities of any series subject to subsection (a), (b), (c)
or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, the terms of the applicable trust
arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

SECTION 8.02 Application of Trust Money.

          The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or Government Obligations deposited with it pursuant
to Section 8.01 hereof. It shall apply the deposited money and the money from
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect
to which the deposit was made.

SECTION 8.03 Repayment to Company or Subsidiary Guarantor.

          The Trustee and the Paying Agent shall promptly pay to the Company or
any Subsidiary Guarantor any excess money or Government Obligations (or proceeds
therefrom) held by them at any time upon the written request of the Company.

          Subject to the requirements of any applicable abandoned property laws,
the Trustee and the Paying Agent shall pay to the Company upon written request
any money held by them for the payment of principal, premium (if any), interest
or any Additional Amounts that remain unclaimed for two years after the date
upon which such payment shall have become due.

                                       43



After payment to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another Person, and all liability of the Trustee and the Paying
Agent with respect to such money shall cease.

SECTION 8.04 Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company and the Subsidiary Guarantors under this Indenture with respect to the
Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money or Government Obligations in accordance with Section 8.01;
provided, however, that if the Company or any Subsidiary Guarantor has made any
payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company or such Subsidiary Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or Government Obligations held by the Trustee or the
Paying Agent.

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

          The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or
thereof without the consent of any Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to comply with Section 5.01;

          (3) to provide for uncertificated Securities in addition to or in
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4) to provide any security for, or to add any guarantees of or
     additional obligors on, any series of Securities or the related Guarantee;

          (5) to comply with any requirement in order to effect or maintain the
     qualification of this Indenture under the TIA;

          (6) to add to the covenants of the Company or any Subsidiary Guarantor
     for the benefit of the Holders of all or any series of Securities (and if
     such covenants are to be for the benefit of less than all series of
     Securities, stating that such covenants are

                                       44



     expressly being included solely for the benefit of such series), or to
     surrender any right or power herein conferred upon the Company or any
     Subsidiary Guarantor;

          (7) to add any additional Events of Default with respect to all or any
     series of the Securities (and, if any such Event of Default is applicable
     to less than all series of Securities, specifying the series to which such
     Event of Default is applicable);

          (8) 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 outstanding Security of any series created prior to the
     execution of such amendment or supplemental indenture that is adversely
     affected in any material respect by such change in or elimination of such
     provision;

          (9) to establish the form or terms of Securities of any series as
     permitted by Section 2.01;

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Section 8.01; provided,
     however, that any such action shall not adversely affect the interest of
     the Holders of Securities of such series or any other series of Securities
     in any material respect; or

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

          Upon the request of the Company, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company and the Subsidiary
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.

SECTION 9.02 With Consent of Holders.

          Except as provided below in this Section 9.02, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
with the consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

          Upon the request of the Company, accompanied by a Board Resolution,
and upon the filing with the Trustee of evidence of the consent of the Holders
as aforesaid, and upon

                                       45



receipt by the Trustee of the documents described in Section 9.06, the Trustee
shall, subject to Section 9.06, join with the Company and the Subsidiary
Guarantors in the execution of such amendment or supplemental indenture.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          The Holders of a majority in principal amount of the then outstanding
Securities of one or more series or of all series (acting as one class) may
waive compliance in a particular instance by the Company or any Subsidiary
Guarantor with any provision of this Indenture with respect to Securities of
such series (including waivers obtained in connection with a tender offer or
exchange offer for Securities of such series or a solicitation of consents in
respect of Securities of such series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such
series (but the terms of such offer or solicitation may vary from series to
series)).

          However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

          (1) reduce the amount of Securities whose Holders must consent to an
     amendment, supplement or waiver;

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

          (3) reduce the principal of, any premium on or any mandatory sinking
     fund payment with respect to, or change the Stated Maturity of, any
     Security or reduce the amount of the principal of an Original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 6.02;

          (4) reduce the premium, if any, payable upon the redemption of any
     Security or change the time at which any Security may or shall be redeemed;

          (5) change any obligation of the Company or any Subsidiary Guarantor
     to pay Additional Amounts with respect to any Security;

          (6) change the coin or currency or currencies (including composite
     currencies) in which any Security or any premium, interest or Additional
     Amounts with respect thereto are payable;

          (7) impair the right to institute suit for the enforcement of any
     payment of principal of, premium (if any) or interest on or any Additional
     Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
     except as limited by Section 6.06;

                                       46



          (8) make any change in the percentage of principal amount of
     Securities necessary to waive compliance with certain provisions of this
     Indenture pursuant to Section 6.04 or 6.07 or make any change in this
     sentence of Section 9.02;

          (9) waive a continuing Default or Event of Default in the payment of
     principal of, premium (if any) or interest on or Additional Amounts with
     respect to the Securities;

          (10) except as provided in Section 10.04, release any Subsidiary
     Guarantor or modify the Guarantee in any manner adverse to the Holders; or

          (11) if applicable, make any change that materially and adversely
     affects the right to convert any Security.

          A supplemental indenture that 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.

          The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company or any Subsidiary Guarantor to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder
shall have been the Holder of record of any Securities with respect to which
such consent is required or sought as of a date identified by the Company or
such Subsidiary Guarantor in a notice furnished to Holders in accordance with
the terms of this Indenture.

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Company or any Subsidiary Guarantor in a notice furnished to such Holder
in accordance with the terms of this Indenture or, if no such date and time
shall be identified, the date the amendment,

                                       47



supplement or waiver becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

          The Company or any Subsidiary Guarantor may, but shall not be
obligated to, fix a record date (which need not comply with TIA (S) 316(c)) for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

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

          Securities of any series authenticated and delivered after the
execution of any amendment or supplement 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 amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment or supplement authorized pursuant
to this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, in addition
to the documents required by Section 11.04, and, subject to Section 7.01 hereof,
shall be fully protected in relying upon, an Opinion of Counsel provided at the
expense of the Company or a Subsidiary Guarantor to the effect that such
amendment or supplement is authorized or permitted by this Indenture.

                                       48



                                    ARTICLE X
                                    GUARANTEE

SECTION 10.01 Guarantee.

          (a) Notwithstanding any provision of this Article X to the contrary,
the provisions of this Article X relating to the Subsidiary Guarantors shall be
applicable only to, and inure solely to the benefit of, the Securities of any
series designated, pursuant to Section 2.01, as entitled to the benefits of the
Guarantee of each of the Subsidiary Guarantors.

          (b) For value received, each of the Subsidiary Guarantors hereby
fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on the Securities and all other amounts due and
payable under this Indenture and the Securities by the Company, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 10.03.

          (c) Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each of the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately. The Guarantee
hereunder is intended to be a general, unsecured, senior obligation of each of
the Subsidiary Guarantors and will rank pari passu in right of payment with all
Borrowed Money Indebtedness of such Subsidiary Guarantor that is not, by its
terms, expressly subordinated in right of payment to the Guarantee. Each of the
Subsidiary Guarantors hereby agrees that its obligations hereunder shall be
full, unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Securities, the Guarantee (including the Guarantee of any
Subsidiary Guarantor) 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 or any Subsidiary Guarantor, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Securities, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 6.06, by the Holders, on the terms and conditions
set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce such Guarantee without first proceeding against the Company or any other
Subsidiary Guarantor.

          (d) The obligations of each of the Subsidiary Guarantors under this
Article X shall be as aforesaid full, unconditional and absolute and shall not
be impaired, modified, released or limited by any occurrence or condition
whatsoever, including, without limitation, (i) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any
change in, any of the obligations and liabilities of the Company or any of the
Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any
impairment, modification, release or limitation of the liability of the Company,
any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any
remedy for the enforcement thereof, resulting from the

                                       49



operation of any present or future provision of any applicable Bankruptcy Law,
as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Company, any of the Subsidiary Guarantors or the
Trustee of any rights or remedies under the Securities or this Indenture or
their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any property as security for
the Securities, including all or any part of the rights of the Company or any of
the Subsidiary Guarantors under this Indenture, (v) the extension of the time
for payment by the Company or any of the Subsidiary Guarantors of any payments
or other sums or any part thereof owing or payable under any of the terms and
provisions of the Securities or this Indenture or of the time for performance by
the Company or any of the Subsidiary Guarantors of any other obligations under
or arising out of any such terms and provisions or the extension or the renewal
of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Company or any of the
Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Company or any of the Subsidiary Guarantors or any of
their respective assets, or the disaffirmance of the Securities, the Guarantee
or this Indenture in any such proceeding, (viii) the release or discharge of the
Company or any of the Subsidiary Guarantors from the performance or observance
of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of the Securities,
the Guarantee or this Indenture or (x) any other circumstances (other than
payment in full or discharge of all amounts guaranteed pursuant to the
Guarantee) which might otherwise constitute a legal or equitable discharge of a
surety or guarantor.

          (e) Each of the Subsidiary Guarantors hereby (i) waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
the merger, insolvency or bankruptcy of the Company or any of the Subsidiary
Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement,
instrument or document evidencing the Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantee without notice to it
and (iii) covenants that the Guarantee will not be discharged except by complete
performance of the Guarantee. Each of the Subsidiary Guarantors further agrees
that if at any time all or any part of any payment theretofore applied by any
Person to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including, without limitation, the insolvency, bankruptcy or
reorganization of the Company or any of the Subsidiary Guarantors, the Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

          (f) Each of the Subsidiary Guarantors shall be subrogated to all
rights of the Holders and the Trustee against the Company in respect of any
amounts paid by such Subsidiary Guarantor pursuant to the provisions of this
Indenture; provided, however, that such Subsidiary Guarantor, shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until all of the Securities and the Guarantee shall
have been paid in full or discharged.

                                       50



SECTION 10.02 Execution and Delivery of Guarantee.

          To further evidence the Guarantee set forth in Section 10.01, each of
the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an Officer of such Subsidiary Guarantor. Each of the
Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation relating to the Guarantee. If any Officer of
a Subsidiary Guarantor, whose signature is on this Indenture or a Security no
longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, the Guarantee of such Security shall be valid
nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors.

SECTION 10.03 Limitation on Liability of the Subsidiary Guarantors.

          Each Subsidiary Guarantor and by its acceptance hereof each Holder of
a Security entitled to the benefits of the Guarantee hereby confirm that it is
the intention of all such parties that the guarantee by such Subsidiary
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law. To effectuate the foregoing
intention, the Holders of a Security entitled to the benefits of the Guarantee
and the Subsidiary Guarantors hereby irrevocably agree that the obligations of
each Subsidiary Guarantor under its 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 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 Guarantee, result in
the obligations of such Subsidiary Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

SECTION 10.04 Release of Subsidiary Guarantors from Guarantee.

          (a) Notwithstanding any other provisions of this Indenture, the
Guarantee of any Subsidiary Guarantor may be released upon the terms and subject
to the conditions set forth in this Section 10.04. Provided that no Default
shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article X shall be
unconditionally released and discharged (i) automatically upon (A) any sale,
exchange or transfer, whether by way of merger or otherwise, to any Person that
is not an Affiliate of the Company, of all of the Company's direct or indirect
equity interests in such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or (B) the merger of such
Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the
liquidation and dissolution of such Subsidiary Guarantor (in each case to the
extent not prohibited by this Indenture) or (ii) following delivery of a written
notice of such release or discharge by the Company to the Trustee, upon the
release or discharge of all guarantees by such Subsidiary Guarantor of any
Borrowed Money Indebtedness of the Company other than obligations arising under
this Indenture and any Securities issued hereunder, except a discharge or
release by or as a result of payment under such guarantees.

                                       51



          (b) The Trustee shall deliver an appropriate instrument evidencing any
release of a Subsidiary Guarantor from the Guarantee upon receipt of a written
request of the Company accompanied by an Officers' Certificate and an Opinion of
Counsel that the Subsidiary Guarantor is entitled to such release in accordance
with the provisions of this Indenture. If the Subsidiary Guarantor is not so
released it shall remain liable for the full amount of principal of (and
premium, if any, on) and interest on the Securities entitled to the benefits of
such Guarantee as provided in this Indenture, subject to the limitations of
Section 10.03.

SECTION 10.05 Contribution.

          In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under its Guarantee, such Funding Guarantor shall be
entitled to a contribution from each other Subsidiary Guarantor (as applicable)
in a pro rata amount based on the 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 Guarantee.

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of TIA (S) 318(c), the imposed duties shall
control.

SECTION 11.02 Notices.

          Any notice or communication by the Company, any Subsidiary Guarantor
or the Trustee to the others is duly given if in writing and delivered in person
or mailed by first-class mail (registered or certified, return receipt
requested), telex, facsimile or overnight air courier guaranteeing next day
delivery, to the other's address:

          If to the Company or the Subsidiary Guarantors:

          Westlake Chemical Corporation
          2801 Post Oak Boulevard
          Houston, Texas 77056
          Attn: General Counsel
          Telephone: (713) 960-9111
          Facsimile:

                                       52



          If to the Trustee:

          Attn:
          Telephone:
          Facsimile:

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

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

          If the Company or a Subsidiary Guarantor mails a notice or
communication to Holders, it shall mail a copy to the Company and the other
Subsidiary Guarantors, as the case may be, and to the Trustee and each Agent at
the same time.

          All notices or communications, including without limitation notices to
the Trustee, the Company or a Subsidiary Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03 Communication by Holders with Other Holders.

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

                                       53



SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company or a Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Subsidiary Guarantor, as the case may be, shall, if requested by the
Trustee, furnish to the Trustee at the expense of the Company or such Subsidiary
Guarantor, as the case may be:

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 11.05 hereof) stating that, in the opinion of such
     counsel, all such conditions precedent and covenants have been complied
     with.

SECTION 11.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

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

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

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

          (4) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been complied with.

SECTION 11.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07 Legal Holidays.

          If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

                                       54



SECTION 11.08 No Recourse Against Others.

          A director, officer, employee, stockholder, partner or other owner of
the Company, a Subsidiary Guarantor or the Trustee, as such, shall not have any
liability for any obligations of the Company under the Securities, for any
obligations of any Subsidiary Guarantor under the Guarantee, or for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issuance of Securities.

SECTION 11.09 Governing Law.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 11.10 No Adverse Interpretation of Other Agreements.

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

SECTION 11.11 Successors.

          All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 11.12 Severability.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 11.13 Counterpart Originals.

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

SECTION 11.14 Table of Contents, Headings, etc.

          The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       55



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

                                        WESTLAKE CHEMICAL CORPORATION


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


                                        GEISMAR HOLDINGS, INC.


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


                                        GEISMAR VINYLS COMPANY LP

                                        By: GVGP, Inc., its General Partner


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


                                        GVGP, INC.


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


                                        NORTH AMERICAN BRISTOL CORPORATION


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



                                        NORTH AMERICAN PIPE CORPORATION


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


                                        NORTH AMERICAN PROFILES, INC.


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


                                        VAN BUREN PIPE CORPORATION


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


                                        WESTECH BUILDING PRODUCTS, INC.


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


                                        WESTLAKE CHEMICAL HOLDINGS, INC.


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



                                        WESTLAKE CHEMICAL INVESTMENTS, INC.


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


                                        WESTLAKE CHEMICAL MANUFACTURING, INC.


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


                                        WESTLAKE CHEMICAL PRODUCTS, INC.


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


                                        WESTLAKE DEVELOPMENT CORPORATION


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


                                        WESTLAKE INTERNATIONAL CORPORATION


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



                                        WESTLAKE MANAGEMENT SERVICES, INC.


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


                                        WESTLAKE OLEFINS CORPORATION


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


                                        WESTLAKE PETROCHEMICALS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


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


                                        WESTLAKE POLYMERS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


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


                                        WESTLAKE PVC CORPORATION


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



                                        WESTLAKE RESOURCES CORPORATION


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


                                        WESTLAKE STYRENE LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


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


                                        WESTLAKE VINYL CORPORATION


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


                                        WESTLAKE VINYLS, INC.


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


                                        WPT LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


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



                                        [                   ], as Trustee
                                         -------------------


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



                                     ANNEX A

                              NOTATION OF GUARANTEE

          Each of the Subsidiary Guarantors (which term includes any successor
Person under the Indenture) has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

          The obligations of the Subsidiary Guarantors to the Holders of
Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article X of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Guarantee.

                                        GEISMAR HOLDINGS, INC.


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


                                        GEISMAR VINYLS COMPANY LP

                                        By: GVGP, Inc., its General Partner


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


                                        GVGP, INC.


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



                                        NORTH AMERICAN BRISTOL CORPORATION


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


                                        NORTH AMERICAN PIPE CORPORATION


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


                                        NORTH AMERICAN PROFILES, INC.


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


                                        VAN BUREN PIPE CORPORATION


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


                                        WESTECH BUILDING PRODUCTS, INC.


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



                                        WESTLAKE CHEMICAL HOLDINGS, INC.


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


                                        WESTLAKE CHEMICAL INVESTMENTS, INC.


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


                                        WESTLAKE CHEMICAL MANUFACTURING, INC.


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


                                        WESTLAKE CHEMICAL PRODUCTS, INC.


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


                                        WESTLAKE DEVELOPMENT CORPORATION


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



                                        WESTLAKE INTERNATIONAL CORPORATION


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


                                        WESTLAKE MANAGEMENT SERVICES, INC.


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


                                        WESTLAKE OLEFINS CORPORATION


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


                                        WESTLAKE PETROCHEMICALS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


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



                                        WESTLAKE POLYMERS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


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


                                        WESTLAKE PVC CORPORATION


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


                                        WESTLAKE RESOURCES CORPORATION


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


                                        WESTLAKE STYRENE LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


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


                                        WESTLAKE VINYL CORPORATION


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



                                        WESTLAKE VINYLS, INC.


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


                                        WPT LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


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

                                                                     Exhibit 4.4

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

                          WESTLAKE CHEMICAL CORPORATION

                                                                       as Issuer

         THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                                                        as Subsidiary Guarantors

                                       and

                                 [             ]
                                   -----------
                                                                      as Trustee

                                   ----------

                                    Indenture

                       Dated as of                 , 2005
                                   ----------------

                                   ----------

                          Subordinated Debt Securities

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



                          WESTLAKE CHEMICAL CORPORATION

           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of            , 2005
                                             -----------

                                   ----------

   Section of
Trust Indenture                                                    Section(s) of
  Act of 1939                                                        Indenture
---------------                                                   --------------
(S) 310 (a)(1).................................................   7.10
        (a)(2).................................................   7.10
        (a)(3).................................................   Not Applicable
        (a)(4).................................................   Not Applicable
        (a)(5).................................................   7.10
        (b)....................................................   7.08, 7.10
(S) 311 (a)....................................................   7.11
        (b)....................................................   7.11
        (c)....................................................   Not Applicable
(S) 312 (a)....................................................   2.07
        (b)....................................................   12.03
        (c)....................................................   12.03
(S) 313 (a)....................................................   7.06
        (b)....................................................   7.06
        (c)....................................................   7.06
        (d)....................................................   7.06
(S) 314 (a)....................................................   4.03, 4.04
        (b)....................................................   Not Applicable
        (c)(1).................................................   12.04
        (c)(2).................................................   12.04
        (c)(3).................................................   Not Applicable
        (d)....................................................   Not Applicable
        (e)....................................................   12.05
(S) 315 (a)....................................................   7.01(b)
        (b)....................................................   7.05
        (c)....................................................   7.01(a)
        (d)....................................................   7.01(c)
        (d)(1).................................................   7.01(c)(1)
        (d)(2).................................................   7.01(c)(2)
        (d)(3).................................................   7.01(c)(3)
        (e)....................................................   6.11
(S) 316 (a)(1)(A)..............................................   6.05
        (a)(1)(B)..............................................   6.04
        (a)(2).................................................   Not Applicable
        (a)(last sentence).....................................   2.11
        (b)....................................................   6.07
(S) 317 (a)(1).................................................   6.08
        (a)(2).................................................   6.09
        (b)....................................................   2.06
(S) 318 (a)....................................................   12.01

----------

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

                                       i



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                              <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................1

    SECTION 1.01   Definitions....................................................................1
    SECTION 1.02   Other Definitions..............................................................7
    SECTION 1.03   Incorporation by Reference of Trust Indenture Act..............................8
    SECTION 1.04   Rules of Construction..........................................................8

ARTICLE II THE SECURITIES.........................................................................9

    SECTION 2.01   Amount Unlimited; Issuable in Series...........................................9
    SECTION 2.02   Denominations.................................................................12
    SECTION 2.03   Forms Generally...............................................................12
    SECTION 2.04   Execution, Authentication, Delivery and Dating................................13
    SECTION 2.05   Registrar and Paying Agent....................................................15
    SECTION 2.06   Paying Agent to Hold Money in Trust...........................................15
    SECTION 2.07   Holder Lists..................................................................15
    SECTION 2.08   Transfer and Exchange.........................................................16
    SECTION 2.09   Replacement Securities........................................................16
    SECTION 2.10   Outstanding Securities........................................................17
    SECTION 2.11   Original Issue Discount, Foreign-Currency Denominated
                      and Treasury Securities....................................................17
    SECTION 2.12   Temporary Securities..........................................................17
    SECTION 2.13   Cancellation..................................................................18
    SECTION 2.14   Payments; Defaulted Interest..................................................18
    SECTION 2.15   Persons Deemed Owners.........................................................19
    SECTION 2.16   Computation of Interest.......................................................19
    SECTION 2.17   Global Securities; Book-Entry Provisions......................................19

ARTICLE III REDEMPTION...........................................................................21

    SECTION 3.01   Applicability of Article......................................................21
    SECTION 3.02   Notice to the Trustee.........................................................21
    SECTION 3.03   Selection of Securities To Be Redeemed........................................22
    SECTION 3.04   Notice of Redemption..........................................................22
    SECTION 3.05   Effect of Notice of Redemption................................................23
    SECTION 3.06   Deposit of Redemption Price...................................................23
    SECTION 3.07   Securities Redeemed in Part...................................................24
    SECTION 3.08   Purchase of Securities........................................................24
    SECTION 3.09   Mandatory and Optional Sinking Funds..........................................24
    SECTION 3.10   Satisfaction of Sinking Fund Payments with Securities.........................24
    SECTION 3.11   Redemption of Securities for Sinking Fund.....................................25

ARTICLE IV COVENANTS.............................................................................26

    SECTION 4.01   Payment of Securities.........................................................26
    SECTION 4.02   Maintenance of Office or Agency...............................................26
    SECTION 4.03   SEC Reports; Financial Statements.............................................27
</TABLE>

                                       ii



<TABLE>
<S>                                                                                              <C>
    SECTION 4.04   Compliance Certificate........................................................27
    SECTION 4.05   Corporate Existence...........................................................28
    SECTION 4.06   Waiver of Stay, Extension or Usury Laws.......................................28
    SECTION 4.07   Additional Amounts............................................................28

ARTICLE V SUCCESSORS.............................................................................29

    SECTION 5.01   Limitations on Mergers and Consolidations.....................................29
    SECTION 5.02   Successor Person Substituted..................................................29

ARTICLE VI DEFAULTS AND REMEDIES.................................................................30

    SECTION 6.01   Events of Default.............................................................30
    SECTION 6.02   Acceleration..................................................................32
    SECTION 6.03   Other Remedies................................................................32
    SECTION 6.04   Waiver of Defaults............................................................33
    SECTION 6.05   Control by Majority...........................................................33
    SECTION 6.06   Limitations on Suits..........................................................33
    SECTION 6.07   Rights of Holders to Receive Payment..........................................34
    SECTION 6.08   Collection Suit by Trustee....................................................34
    SECTION 6.09   Trustee May File Proofs of Claim..............................................34
    SECTION 6.10   Priorities....................................................................35
    SECTION 6.11   Undertaking for Costs.........................................................36

ARTICLE VII TRUSTEE..............................................................................36

    SECTION 7.01   Duties of Trustee.............................................................36
    SECTION 7.02   Rights of Trustee.............................................................37
    SECTION 7.03   May Hold Securities...........................................................38
    SECTION 7.04   Trustee's Disclaimer..........................................................38
    SECTION 7.05   Notice of Defaults............................................................38
    SECTION 7.06   Reports by Trustee to Holders.................................................38
    SECTION 7.07   Compensation and Indemnity....................................................38
    SECTION 7.08   Replacement of Trustee........................................................39
    SECTION 7.09   Successor Trustee by Merger, etc..............................................41
    SECTION 7.10   Eligibility; Disqualification.................................................41
    SECTION 7.11   Preferential Collection of Claims Against the Company or a Subsidiary
                      Guarantor..................................................................42
ARTICLE VIII DISCHARGE OF INDENTURE..............................................................42

    SECTION 8.01   Termination of the Company's and the Subsidiary Guarantors' Obligations.......42
    SECTION 8.02   Application of Trust Money....................................................46
    SECTION 8.03   Repayment to Company or Subsidiary Guarantor..................................46
    SECTION 8.04   Reinstatement.................................................................46

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................47

    SECTION 9.01   Without Consent of Holders....................................................47
    SECTION 9.02   With Consent of Holders.......................................................48
    SECTION 9.03   Compliance with Trust Indenture Act...........................................50
</TABLE>

                                      iii



<TABLE>
<S>                                                                                              <C>
    SECTION 9.04   Revocation and Effect of Consents.............................................50
    SECTION 9.05   Notation on or Exchange of Securities.........................................51
    SECTION 9.06   Trustee to Sign Amendments, etc...............................................51

ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE..............................................51

   SECTION 10.01   Securities and Guarantee Subordinated to Senior Debt..........................51
   SECTION 10.02   No Payment on Securities in Certain Circumstances.............................52
   SECTION 10.03   Securities and Guarantee Subordinated to Prior Payment of All Senior Debt
                      on Dissolution, Liquidation or Reorganization..............................53
   SECTION 10.04   Subrogation to Rights of Holders of Senior Debt...............................54
   SECTION 10.05   Obligations of the Company and the Subsidiary Guarantors Unconditional........55
   SECTION 10.06   Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.......55
   SECTION 10.07   Application by Trustee of Amounts Deposited with It...........................55
   SECTION 10.08   Subordination Rights Not Impaired by Acts or Omissions of the Company, the
                      Subsidiary Guarantors or Holders of Senior Debt............................56
   SECTION 10.09   Trustee to Effectuate Subordination of Securities.............................56
   SECTION 10.10   Right of Trustee to Hold Senior Debt..........................................57
   SECTION 10.11   Article X Not to Prevent Events of Default....................................57
   SECTION 10.12   No Fiduciary Duty of Trustee to Holders of Senior Debt........................57
   SECTION 10.13   Article Applicable to Paying Agent............................................57

ARTICLE XI GUARANTEE.............................................................................58

   SECTION 11.01   Guarantee.....................................................................58
   SECTION 11.02   Execution and Delivery of Guarantee...........................................60
   SECTION 11.03   Limitation on Liability of the Subsidiary Guarantors..........................60
   SECTION 11.04   Release of Subsidiary Guarantors from Guarantee...............................60
   SECTION 11.05   Contribution..................................................................61

ARTICLE XII MISCELLANEOUS........................................................................61

   SECTION 12.01   Trust Indenture Act Controls..................................................61
   SECTION 12.02   Notices.......................................................................61
   SECTION 12.03   Communication by Holders with Other Holders...................................63
   SECTION 12.04   Certificate and Opinion as to Conditions Precedent............................63
   SECTION 12.05   Statements Required in Certificate or Opinion.................................63
   SECTION 12.06   Rules by Trustee and Agents...................................................63
   SECTION 12.07   Legal Holidays................................................................64
   SECTION 12.08   No Recourse Against Others....................................................64
   SECTION 12.09   Governing Law.................................................................64
   SECTION 12.10   No Adverse Interpretation of Other Agreements.................................64
   SECTION 12.11   Successors....................................................................64
   SECTION 12.12   Severability..................................................................64
   SECTION 12.13   Counterpart Originals........................................................ 64
   SECTION 12.14   Table of Contents, Headings, etc............................................. 65
</TABLE>

                                       iv



          INDENTURE (this "Indenture") dated as of            , 2005 among
                                                   ----------
Westlake Chemical Corporation, a Delaware corporation (the "Company"), the
subsidiary guarantors listed on the signature pages hereto (the "Subsidiary
Guarantors"), and                , a                  , as trustee
                  ---------------    -----------------
(the "Trustee").

          The Company and the Subsidiary Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Company's subordinated debentures, notes, bonds or other
evidences of indebtedness to be issued from time to time in one or more series
(herein called the "Securities"), and the Guarantee by each of the Subsidiary
Guarantors of the Securities, as provided in this Indenture.

          The Company and the Subsidiary Guarantors are members of the same
consolidated group of companies. The Subsidiary Guarantors will derive direct
and indirect economic benefit from the issuance of the Securities. Accordingly,
each Subsidiary Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its full, unconditional and joint and several guarantee
of the Securities to the extent provided in or pursuant to this Indenture.

          All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of all Holders of the Securities or of any series
thereof, as follows:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

          "Additional Amounts" means any additional amounts required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
or any Subsidiary Guarantor, as the case may be, with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that
are owing to such Holders.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

          "Agent" means any Registrar or Paying Agent.

          "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal, state or foreign law for the relief of debtors.

          "Board of Directors," when used with reference to the Company or a
Subsidiary Guarantor, means the Board of Directors or comparable governing body
of the Company or such Subsidiary Guarantor, as the case may be, or any
committee thereof duly authorized, with respect to any particular matter, to act
by or on behalf of the Board of Directors or comparable governing body of the
Company or such Subsidiary Guarantor, as the case may be.

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

          "Borrowed Money Indebtedness" means all notes, bonds, debentures or
other similar evidences of debt for money borrowed, and any guarantee thereof.

                                       1



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

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests (however designated) in the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership, limited liability company and joint venture interests) of such
Person (excluding any Debt or other debt securities that are convertible into,
or exchangeable for, such equity).

          "Capitalized Lease Obligation" of any Person means any obligation of
such Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.

          "Common Equity" of any Person means all Capital Stock of such Person
that is generally entitled to (i) vote in the election of directors of such
Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person; provided, however, that for purposes
of any provision contained herein which is required by the TIA, "Company" shall
also mean each other obligor (if any), other than a Subsidiary Guarantor, on the
Securities of a series.

          "Company Order" and "Company Request" mean, respectively, a written
order or request signed in the name of the Company or each Subsidiary Guarantor
by two Officers of the Company and delivered to the Trustee.

          "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which, in the case of              , shall be
                                       -------------
                     , New York, New York           .
---------------------                     ----------

          "Debt" of any Person means, without duplication: (i) all indebtedness
or obligations of such Person for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof); (ii) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments; (iii) all obligations of such Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, bid or
performance bonds and other obligations issued by or for the account of such
Person in the ordinary course of business, to the extent not drawn or, to the
extent drawn, if such drawing is reimbursed not later than the third Business
Day following demand for reimbursement; (iv) all obligations of such Person to
pay the deferred and unpaid purchase price of property or services, except trade
payables and accrued expenses incurred in the ordinary course of business; (v)
all Capitalized Lease Obligations of such Person; (vi) all Debt of others
secured by a lien on any asset of such Person, whether or not such Debt is
assumed by such Person (provided that if the obligations so

                                        2



secured have not been assumed in full by such Person or are not otherwise such
Person's legal liability in full, then such obligations shall be deemed to be in
an amount equal to the greater of (a) the lesser of (1) the full amount of such
obligations and (2) the fair market value of such assets, as determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution, and (b) the amount of obligations as have been
assumed by such Person or which are otherwise such Person's legal liability);
and (vii) all Debt of others (other than endorsements in the ordinary course of
business) guaranteed by such Person to the extent of such guarantee.

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

          "deliver" or "delivery" means, in the context of certificated
Securities, actual physical delivery of the certificated Securities to the
relevant Person required hereunder, together with all endorsements, and in the
context of Global Securities, the designation on the records of the Depositary
of a change in the beneficial interests of a holder in a Global Security.

          "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the Person specified
pursuant to Section 2.01 hereof as the initial Depositary with respect to the
Securities of such series, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include such successor.

          "Designated Senior Debt," unless otherwise provided with respect to
the Securities of a series as contemplated by Section 2.01, means any Senior
Debt that (i) in the instrument evidencing the same or the assumption or
guarantee thereof (or related documents to which the Company or any Subsidiary
Guarantor, as the case may be, is a party) is expressly designated as
"Designated Senior Debt" for purposes of this Indenture and (ii) satisfies such
other conditions as may be provided with respect to the Securities of such
series; provided that such instruments or documents may place limitations and
conditions on the right of such Senior Debt to exercise the rights of Designated
Senior Debt.

          "Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) except as set forth in (b), with respect to the
Company or the Subsidiary Guarantors, as the case may be, Capital Stock of the
Company or the Subsidiary Guarantors, as the case may be, that, by its terms or
by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time would
be, required to be redeemed or repurchased (including at the option of the
holder thereof) by the Company, any Subsidiary Guarantor or any other
Subsidiary, in whole or in part, on or prior to the Stated Maturity of the
Securities of such series, and (b) with respect to any other Subsidiary, any
Capital Stock other than any Common Equity of such Subsidiary with no
preference, privileges, or redemption or repayment provisions.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

                                       3



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

          "GAAP" means generally accepted accounting principles in the United
States 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, as in effect from time to time.

          "Global Security" means a Security that is issued in global form in
the name of the Depositary with respect thereto or its nominee.

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

          "Guarantee" shall mean the guarantee of the Company's obligations
under the Securities by a Subsidiary Guarantor as provided in Article XI.

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

          "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

          "interest" means, with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, interest payable after
Maturity.

          "Interest Payment Date," when used with respect to any Security, shall
have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

          "Issue Date" means, with respect to Securities of a series, the first
date on which the Securities of such series are originally issued under this
Indenture.

          "Junior security" means, when used with respect to the Securities of
any series, any Qualified Capital Stock of the Company, any Subsidiary Guarantor
or any other Subsidiary or any Debt of the Company or the Subsidiary Guarantors,
as the case may be, that is

                                       4



subordinated in right of payment to the Securities of such series and/or any
related Guarantee and has no scheduled installment of principal due, by
redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Securities of such series.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York; Houston, Texas or a Place
of Payment are authorized or obligated by law, regulation or executive order to
remain closed.

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

          "Officer" means the Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person.

          "Officers' Certificate" means a certificate signed by two Officers of
a Person.

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

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

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

          "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01 subject to the
provisions of Section 4.02.

          "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

          "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

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

                                       5



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

          "Responsible Officer" means any officer within the corporate trust
department of the Trustee having direct responsibility for the administration of
this Indenture or any other officer to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

          "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

          "SEC" means the Securities and Exchange Commission.

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

          "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, as custodian
with respect to the Securities of such series, or any successor entity thereto.

          "Senior Debt", unless otherwise provided with respect to the
Securities of a series as contemplated by Section 2.01, means (i) all Debt of
the Company and, in the case of the Guarantee, the Subsidiary Guarantors,
whether currently outstanding or hereafter created, incurred or assumed, unless,
by the terms of the instrument creating or evidencing such Debt or pursuant to
which such Debt is outstanding, it is provided that such Debt is not superior in
right of payment to the Securities, in the case of the Company, or the
Guarantee, in the case of the Subsidiary Guarantors, or to other Debt which is
pari passu with or subordinated to the Securities, in the case of the Company,
or the Guarantee, in the case of the Subsidiary Guarantors, and (ii) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or
any securities, notes or other evidences of Debt issued in exchange for such
Debt; provided that, unless otherwise provided with respect to the Securities of
a series as contemplated by Section 2.01, in no event shall "Senior Debt"
include (a) Debt evidenced by the Securities or any Guarantee, (b) Debt of the
Company or any of the Subsidiary Guarantors owed or owing to any Subsidiary or
any officer, director or employee of the Company, any of the Subsidiary
Guarantors or any other Subsidiary, (c) Debt of any of the Subsidiary Guarantors
owed or owing to the Company, (d) Debt to trade creditors, (e) any liability for
taxes owed or owing by the Company or the Subsidiary Guarantors or (f) Debt of
any Subsidiary Guarantor in the event there is no series of Securities
outstanding that is entitled to the benefits of a Guarantee.

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

          "Subsidiary" means a Person at least a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting

                                       6



stock" means stock having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this Indenture, in each case
until a successor to such Person or Persons shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Subsidiary
Guarantors" shall mean such successor Person or Persons, and any other
Subsidiary of the Company who may execute this Indenture, or a supplement
thereto, for the purpose of providing a Guarantee pursuant to this
Indenture.

          "surrender" shall have the same meaning as "deliver" in the context of
the surrender of a Security.

          "TIA" means the Trust Indenture Act of 1939, as amended, as in effect
on the date hereof; provided, however, that, in the event the Trust Indenture
Act of 1939 is amended after such date, "TIA" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

          "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

          "United States" means the United States of America (including the
States and the District of Columbia) and its territories and possessions, which
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          "U.S. Government Obligations" means Government Obligations with
respect to Securities payable in Dollars.

SECTION 1.02 Other Definitions.

                                                                        Defined
Term                                                                  in Section
----                                                                  ----------

                                       7



"Agent Members"....................................................       2.17
"Bankruptcy Custodian".............................................       6.01
"Conversion Event".................................................       6.01
"covenant defeasance"..............................................       8.01
"Event of Default".................................................       6.01
"Exchange Rate"....................................................       2.11
"Funding Guarantor"................................................      11.05
"Judgment Currency"................................................       6.10
"legal defeasance".................................................       8.01
"mandatory sinking fund payment"...................................       3.09
"optional sinking fund payment"....................................       3.09
"Paying Agent".....................................................       2.05
"Payment Blocking Notice"..........................................      10.02
"Payment Default"..................................................      10.02
"Registrar"........................................................       2.05
"Required Currency"................................................       6.10
"Successor"........................................................       5.01

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture (and
if the Indenture is not qualified under the TIA at the time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

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

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

          All terms used in this Indenture that are defined by the TIA, defined
by a TIA reference to another statute or defined by an SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

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

                                       8



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

          (3)  "or" is not exclusive;

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

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

          (6)  all references in this instrument to Articles and Sections are
               references to the corresponding Articles and Sections in and of
               this instrument.

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officers' Certificate of the Company or in a
Company Order, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

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

          (2) if there is to be a limit, the limit upon the aggregate principal
     amount of the Securities of the series that may be authenticated and
     delivered under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of the series pursuant to Section 2.08, 2.09, 2.12,
     2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section
     2.04 or 2.17, are deemed never to have been authenticated and delivered
     hereunder); provided, however, that unless otherwise provided in the terms
     of the series, the authorized aggregate principal amount of such series may
     be increased before or after the issuance of any Securities of the series
     by a Board Resolution (or action pursuant to a Board Resolution) to such
     effect;

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in permanent global form, as Global Securities or otherwise, and,
     if so, whether beneficial owners of interests in any such Global Security
     may exchange such interests for Securities of such series and of like tenor
     of any authorized form and denomination and the circumstances under which
     any such exchanges may occur, if other than in the manner provided in
     Section 2.17, and the initial Depositary and Security Custodian, if any,
     for any Global Security or Securities of such series;

                                       9



          (4) the manner in which any interest payable on a temporary Global
     Security on any Interest Payment Date will be paid if other than in the
     manner provided in Section 2.14;

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

          (6) the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, whether and
     under what circumstances Additional Amounts with respect to such Securities
     shall be payable, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and the
     record date for the interest payable on any Securities on any Interest
     Payment Date, or if other than provided herein, the Person to whom any
     interest on Securities of the series shall be payable;

          (7) the place or places where, subject to the provisions of Section
     4.02, the principal of, premium (if any) and interest on and any Additional
     Amounts with respect to the Securities of the series shall be payable;

          (8) the period or periods within which, the price or prices (whether
     denominated in cash, securities or otherwise) 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, if the Company is to have that
     option, and the manner in which the Company must exercise any such option,
     if different from those set forth herein;

          (9) whether Securities of the series are entitled to the benefits of
     any Guarantee of any Subsidiary Guarantor pursuant to this Indenture;

          (10) the obligation, if any, of the Company to redeem, purchase or
     repay Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices (whether denominated in cash, securities
     or otherwise) at which and the terms and conditions upon which Securities
     of the series shall be redeemed, purchased or repaid in whole or in part
     pursuant to such obligation;

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

          (12) if other than Dollars, the currency or currencies (including
     composite currencies) or the form, including equity securities, other debt
     securities (including Securities), warrants or any other securities or
     property of the Company, any Subsidiary Guarantor or any other Person, in
     which payment of the principal of, premium (if any) and interest on and any
     Additional Amounts with respect to the Securities of the series shall be
     payable;

          (13) if the principal of, premium (if any) or interest on or any
     Additional Amounts with respect to the Securities of the series are to be
     payable, at the election of the Company or a Holder thereof, in a currency
     or currencies (including composite

                                       10



     currencies) other than that in which the Securities are stated to be
     payable, the currency or currencies (including composite currencies) in
     which payment of the principal of, premium (if any) and interest on and any
     Additional Amounts with respect to Securities of such series as to which
     such election is made shall be payable, and the periods within which and
     the terms and conditions upon which such election is to be made;

          (14) if the amount of payments of principal of, premium (if any) and
     interest on and any Additional Amounts with respect to the Securities of
     the series may be determined with reference to any commodities, currencies
     or indices, values, rates or prices or any other index or formula, the
     manner in which such amounts shall be determined;

          (15) if other than the entire principal amount thereof, the portion of
     the principal amount of Securities of the series that shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     6.02;

          (16) any additional means of satisfaction and discharge of this
     Indenture and any additional conditions or limitations to discharge with
     respect to Securities of the series and the related Guarantee pursuant to
     Article VIII or any modifications of or deletions from such conditions or
     limitations;

          (17) any deletions or modifications of or additions to the Events of
     Default set forth in Section 6.01 or covenants of the Company or any
     Subsidiary Guarantor set forth in Article IV pertaining to the Securities
     of the series;

          (18) any restrictions or other provisions with respect to the transfer
     or exchange of Securities of the series, which may amend, supplement,
     modify or supersede those contained in this Article II;

          (19) if the Securities of the series are to be convertible into or
     exchangeable for capital stock, other debt securities (including
     Securities), warrants, other equity securities or any other securities or
     property of the Company, any Subsidiary Guarantor or any other Person, at
     the option of the Company or the Holder or upon the occurrence of any
     condition or event, the terms and conditions for such conversion or
     exchange;

          (20) whether the Securities of the series are to be entitled to the
     benefit of Section 4.03(b) (and accordingly constitute Rule 144A
     Securities);

          (21) any modifications to the definitions of "Designated Senior Debt"
     and "Senior Debt," to Article X or to the other provisions regarding
     subordination with respect to the Securities of the series; and

          (22) any other terms of the series (which terms shall not be
     prohibited by the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided,

                                       11



in the Officers' Certificate or Company Order referred to above or in any such
indenture supplemental hereto.

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Company Order setting forth the terms of the series.

          The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article X and/or as specified as contemplated pursuant to
this Section 2.01.

SECTION 2.02 Denominations.

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 2.01. In the absence of any
such provisions with respect to the Securities of any series, the Securities of
such series denominated in Dollars shall be issuable in denominations of $1,000
and any integral multiples thereof.

SECTION 2.03 Forms Generally.

          The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company's certificate of
incorporation, bylaws or other similar governing documents, agreements to which
the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). A copy of the
Board Resolution establishing the form or forms of Securities of any series
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.04 for the authentication and delivery of such
Securities.

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

          The Trustee's certificate of authentication shall be in substantially
the following form:

                                       12



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

                                          [                  ], as Trustee
                                           ------------------


                                          By:
                                              ----------------------------------
                                              Authorized Officer".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

          Two Officers of the Company shall sign the Securities on behalf of the
Company and, with respect to the Guarantee of the Securities, an Officer of each
Subsidiary Guarantor shall sign the Securities on behalf of such Subsidiary
Guarantor, in each case by manual or facsimile signature.

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

          A Security shall not be entitled to any benefit under this Indenture
or the related Guarantees or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company delivers such Security to the Trustee for
cancellation as provided in Section 2.13, together with a written statement
(which need not comply with Section 12.05 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture or the related Guarantees.

          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 and each Subsidiary Guarantor to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Company Order for the authentication and delivery of such Securities or pursuant
to such procedures acceptable to the Trustee as may be specified from time to
time by Company Order. Such order shall specify the amount of the Securities to
be authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

                                       13



          If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to above and the other documents required by Section 12.04), and (subject to
Section 7.01) shall be fully protected in relying upon:

          (a) an Officers' Certificate of the Company setting forth the Board
     Resolution and, if applicable, an appropriate record of any action taken
     pursuant thereto, as contemplated by the last paragraph of Section 2.01;
     and

          (b) an Opinion of Counsel to the effect that:

               (i) the form of such Securities has been established in
          conformity with the provisions of this Indenture;

               (ii) the terms of such Securities have been established in
          conformity with the provisions of this Indenture; and

               (iii) that such Securities and the related Guarantee, when
          authenticated and delivered by the Trustee and issued by the Company
          in the manner and subject to any conditions specified in such Opinion
          of Counsel, will constitute valid and binding obligations of the
          Company and the Subsidiary Guarantors, respectively, enforceable
          against the Company and the Subsidiary Guarantors, respectively, in
          accordance with their respective terms, except as the enforceability
          thereof may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium, fraudulent conveyance or transfer or other
          similar laws in effect from time to time affecting the rights of
          creditors generally, and the application of general principles of
          equity (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

          If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate and Opinion of
Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

          The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate 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 an Agent to deal with the Company, any Subsidiary Guarantor or an
Affiliate of the Company or any Subsidiary Guarantor.

                                       14



          Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

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

          The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. 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 Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company, any Subsidiary Guarantor or any other Subsidiary may act as Paying
Agent or Registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with
respect to Securities and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. 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.
Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Company, a Subsidiary Guarantor or another
Subsidiary of the Company) shall have no further liability for the money. If the
Company, a Subsidiary Guarantor or another Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Each Paying Agent
shall otherwise comply with TIA (S) 317(b).

SECTION 2.07 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is not
the Registrar with respect to a series of Securities, the Company shall furnish
to the Trustee at least five Business Days before each Interest Payment Date
with respect to such series of Securities, 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

                                       15



names and addresses of Holders of such series, and the Company shall otherwise
comply with TIA (S) 312(a).

SECTION 2.08 Transfer and Exchange.

          Except as set forth in Section 2.17 or as may be provided pursuant to
Section 2.01:

          When Securities of any series are presented to the Registrar with the
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

          To permit registrations of transfers and exchanges, the Company and
the Subsidiary Guarantors shall execute and the Trustee shall authenticate
Securities at the Registrar's written request and submission of the Securities
or Global Securities. No service charge shall be made to a Holder for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than such transfer tax or similar governmental charge payable upon
exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall
authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the
Company shall not be required to register the transfer or exchange of (a) any
Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b) any
Security during the period beginning 15 Business Days prior to the mailing of
notice of any offer to repurchase Securities of the series required pursuant to
the terms thereof or of redemption of Securities of a series to be redeemed and
ending at the close of business on the day of mailing.

SECTION 2.09 Replacement Securities.

          If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of such Security, the Company shall issue, the
Subsidiary Guarantors shall execute and the Trustee shall authenticate a
replacement Security of the same series if the Trustee's requirements are met.
If any such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security. If required by the Trustee, any Subsidiary
Guarantor or the Company, such Holder must furnish an indemnity bond that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, each Subsidiary Guarantor, the Trustee, any Agent or any authenticating
agent from

                                       16



any loss that any of them may suffer if a Security is replaced. The Company and
the Trustee may charge a Holder for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

SECTION 2.10 Outstanding Securities.

          The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

          If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

          If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

          A Security does not cease to be outstanding because the Company, a
Subsidiary Guarantor or an Affiliate of the Company or a Subsidiary Guarantor
holds the Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
             Securities.

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for such currency,
as such rate is certified for customs purposes by the Federal Reserve Bank of
New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Company by reference to
the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company, a Subsidiary Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, of a Subsidiary Guarantor or of such
other obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

          Until definitive Securities of any series are ready for delivery, the
Company may prepare, the Subsidiary Guarantors shall execute and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities, but

                                       17



may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare, the
Subsidiary Guarantors shall execute and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 2.13 Cancellation.

          The Company or any Subsidiary Guarantor 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, payment or redemption or for credit against any sinking
fund payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, redemption, replacement or
cancellation or for credit against any sinking fund. Unless the Company shall
direct in writing that canceled Securities be returned to it, after written
notice to the Company all canceled Securities held by the Trustee shall be
disposed of in accordance with the usual disposal procedures of the Trustee, and
the Trustee shall maintain a record of their disposal. The Company may not issue
new Securities to replace Securities that have been paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

          Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Company will pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities in Dollars. Such
amounts shall be payable at the offices of the Trustee or any Paying Agent,
provided that at the option of the Company, the Company may pay such amounts (1)
by wire transfer with respect to Global Securities or (2) by check payable in
such money mailed to a Holder's registered address with respect to any
Securities.

          If the Company defaults in a payment of interest on the Securities of
any series, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest on the defaulted interest, in each case at
the rate provided in the Securities of such series and in Section 4.01. The
Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date
selected by the Company, the Company (or the Trustee, in the name of and at the
expense of the Company upon 20 days' prior written notice from the Company
setting forth such special record date and the interest amount to be paid) shall
mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

                                       18



SECTION 2.15 Persons Deemed Owners.

          The Company, the Subsidiary Guarantors, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Company, any
Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall
be affected by any notice to the contrary.

SECTION 2.16 Computation of Interest.

          Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

          If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii)
otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest
in such Global Security. Subject to the provisions of Section 2.04 and, if
applicable, Section 2.12, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person
or Persons specified in such Security or in the applicable Company Order. With
respect to the Securities of any series that are represented by a Global
Security, the Company and the Subsidiary Guarantors authorize the execution and
delivery by the Trustee of a letter of representations or other similar
agreement or instrument in the form customarily provided for by the Depositary
appointed with respect to such Global Security. Any Global Security may be
deposited with the Depositary or its nominee, or may remain in the custody of
the Trustee or the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Company Order has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 12.05 and need not be accompanied by an Opinion of Counsel.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the

                                       19



Depositary, or the Trustee or the Security Custodian as its custodian, or under
such Global Security, and the Depositary may be treated by the Company, any
Subsidiary Guarantor, the Trustee or the Security Custodian and any agent of the
Company, any Subsidiary Guarantor, the Trustee or the Security Custodian as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Global Security of
a series may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action that a Holder of Securities of such series is entitled to take under this
Indenture or the Securities of such series and (ii) nothing herein shall prevent
the Company, any Subsidiary Guarantor, the Trustee or the Security Custodian, or
any agent of the Company, any Subsidiary Guarantor, the Trustee or the Security
Custodian, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or shall impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a beneficial owner of any Security.

          Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01, transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Security and a successor Depositary is not
appointed by the Company within 90 days of such notice, (2) an Event of Default
has occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company in its sole
discretion determines not to have the Securities represented by a Global
Security.

          In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company and the Subsidiary Guarantors shall execute, and
the Trustee upon receipt of a Company Order for the authentication and delivery
of Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

          In connection with the transfer of all of the beneficial interests in
a Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company and the Subsidiary Guarantors shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.

          None of the Company, any Subsidiary Guarantor or the Trustee will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such
Securities. None of the Company, any Subsidiary Guarantor or the

                                       20



Trustee shall be liable for any delay by the related Global Security Holder or
the Depositary in identifying the beneficial owners, and each such Person may
conclusively rely on, and shall be protected in relying on, instructions from
such Global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Securities to be issued).

          The provisions of the last sentence of the third paragraph of Section
2.04 shall apply to any Global Security if such Global Security was never issued
and sold by the Company and the Company or a Subsidiary Guarantor delivers to
the Trustee the Global Security together with written instructions (which need
not comply with Section 12.05 and need not be accompanied by an Opinion of
Counsel) with regard to the cancellation or reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of the third paragraph of Section 2.04.

          Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest on and any Additional Amounts with respect to any
Global Security shall be made to the Depositary.

          The Company in issuing Securities of any series 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 of Securities of such series;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of such series
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 of such
series, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.

          Notwithstanding anything herein to the contrary, delivery or surrender
of a Security shall not be required in the case of Global Securities in order to
obtain the rights or benefits provided hereunder upon the delivery or surrender
of a Security.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

          Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02 Notice to the Trustee.

          If the Company elects to redeem Securities of any series pursuant to
this Indenture, it shall notify the Trustee of the Redemption Date and the
principal amount of Securities of such series to be redeemed. The Company shall
so notify the Trustee at least 45 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers' Certificate stating that such redemption will comply with

                                       21



the provisions of this Indenture and of the Securities of such series. Any such
notice may be canceled at any time prior to the mailing of such notice of such
redemption to any Holder and shall thereupon be void and of no effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem
appropriate in accordance with industry standards at the time of such redemption
and that may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series or of the principal amount of Global Securities of such series;
provided that, if at the time of redemption such Securities are registered as a
Global Security, the Depositary shall determine, in accordance with its
procedures, the principal amount of such Securities held by each beneficial
owner of Securities to be redeemed.

          The Trustee shall promptly notify the Company and the Registrar 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 purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case of
any of the Securities redeemed or to be redeemed only in part, to the portion of
the principal amount thereof which has been or is to be redeemed.

SECTION 3.04 Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days (or not less than 15 days in the case of
convertible Securities) nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

          All notices of redemption shall identify the Securities to be redeemed
and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price (or the method of calculating or determining
     the Redemption Price);

          (3) that, unless the Company and the Subsidiary Guarantors default in
     making the redemption payment, interest on Securities called for redemption
     ceases to accrue on and after the Redemption Date, and the only remaining
     right of the Holders of such

                                       22



     Securities is to receive payment of the Redemption Price upon surrender to
     the Paying Agent of the Securities redeemed;

          (4) if any Security is to be redeemed in part, the portion of the
     principal amount thereof to be redeemed and that on and after the
     Redemption Date, upon surrender for cancellation of such Security to the
     Paying Agent, a new Security or Securities in the aggregate principal
     amount equal to the unredeemed portion thereof will be issued without
     charge to the Holder;

          (5) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price and the name and address of
     the Paying Agent;

          (6) that the redemption is for a sinking or analogous fund, if such is
     the case;

          (7) if such Securities are convertible into or exchangeable for
     capital stock, other debt securities (including Securities), warrants,
     other equity securities or any other securities or property of the Company,
     any Subsidiary Guarantor or any other Person, the name and address of the
     conversion or exchange agent, the date on which the right to convert or
     exchange is terminated and the conversion or exchange rate; and

          (8) the CUSIP number, if any, relating to such Securities.

          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 written request,
by the Trustee in the name and at the expense of the Company.

SECTION 3.05 Effect of Notice of Redemption.

          Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Securities called for redemption shall be
paid at the Redemption Price, but interest installments whose maturity is on or
prior to such Redemption Date will be payable on the relevant Interest Payment
Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.

SECTION 3.06 Deposit of Redemption Price.

          By 11:00 a.m., New York City time, on any Redemption Date, the Company
or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent
(or, if the Company or such Subsidiary Guarantor is acting as the Paying Agent,
segregate and hold in trust as provided in Section 2.06) an amount of money in
same day funds sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect to, the Securities or portions thereof which are
to be redeemed on that date, other than Securities or portions thereof called
for redemption on that date which have been delivered by the Company or a
Subsidiary Guarantor to the Trustee for cancellation.

                                       23



          If the Company or a Subsidiary Guarantor complies with the preceding
paragraph, then, unless the Company and the Subsidiary Guarantors default in the
payment of such Redemption Price, interest on the Securities to be redeemed will
cease to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, any Additional Amounts, and, to the
extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07 Securities Redeemed in Part.

          Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Company and the Subsidiary Guarantors shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities, of the same series and 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 of the Security so
surrendered that is not redeemed.

SECTION 3.08 Purchase of Securities.

          Unless otherwise specified as contemplated by Section 2.01, the
Company, any Subsidiary Guarantor and any Affiliate of the Company or any
Subsidiary Guarantor may at any time purchase or otherwise acquire Securities in
the open market or by private agreement. Any such acquisition shall not operate
as or be deemed for any purpose to be a redemption of the indebtedness
represented by such Securities. Any Securities purchased or acquired by the
Company or a Subsidiary Guarantor may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied.
Section 2.13 shall apply to all Securities so delivered.

SECTION 3.09 Mandatory and Optional Sinking Funds.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

          The Company or a Subsidiary Guarantor may deliver outstanding
Securities of a series (other than any previously called for redemption) and may
apply as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of

                                       24



such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such series of
Securities; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 3.11 Redemption of Securities for Sinking Fund.

          Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivery of or by crediting Securities of that
series pursuant to Section 3.10 and will also deliver or cause to be delivered
to the Trustee any Securities to be so delivered. Failure of the Company to
timely deliver or cause to be delivered such Officers' Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute the election of the Company (i) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Company will make
no optional sinking fund payment with respect to such series as provided in this
Section.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.05, 3.06 and 3.07.

                                       25



                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

          The Company shall pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of each series on
the dates and in the manner provided in the Securities of such series and in
this Indenture. Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent (other than the Company, a
Subsidiary Guarantor or a Subsidiary) holds by 11:00 a.m., New York City time,
on that date money deposited by the Company or a Subsidiary Guarantor designated
for and sufficient to pay all principal, premium, interest and any Additional
Amounts then due.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

          The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or upon the Company or a
Subsidiary Guarantor in respect of the Securities of that series and this
Indenture may be served. Unless otherwise designated by the Company by written
notice to the Trustee and the Subsidiary Guarantors, such office or agency shall
be the office of the Trustee in The City of New York, which on the date hereof
is located at                         , New York, New York           . The
              ------------------------                     ----------
Company will give prompt written notice to the Trustee and the Subsidiary
Guarantors of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee and the Subsidiary
Guarantors with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

                                       26



SECTION 4.03 SEC Reports; Financial Statements.

          (a) If the Company is subject to Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Trustee, within 15 days after it files the
same with the SEC, copies of the annual reports and the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) that the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this
Indenture is qualified under the TIA, but not otherwise, the Company shall also
comply with the provisions of TIA (S) 314(a).

          (b) If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the
Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the
Securities Act of 1933, as amended.

          (c) The Company intends to file the reports, information and documents
referred to in Section 4.03(a) hereof with the SEC in electronic form pursuant
to Regulation S-T promulgated by the SEC using the SEC's Electronic Data
Gathering, Analysis and Retrieval ("EDGAR") system. The Company shall notify the
Trustee in the manner prescribed herein of each such filing. The Trustee is
hereby authorized and directed to access the EDGAR system for purposes of
retrieving the reports so filed. Compliance with the foregoing shall constitute
delivery by the Company of such reports to the Trustee in compliance with the
provisions of TIA (S) 314(a). The Trustee shall have no duty to search for or
obtain any electronic or other filings that the Company makes with the SEC,
regardless of whether such filings are periodic, supplemental or otherwise.
Delivery of the reports, information and documents to the Trustee pursuant to
this Section 4.03 shall be solely for the purposes of compliance with this
Section 4.03 and with TIA (S) 314(a). The Trustee's receipt of such reports,
information and documents shall not constitute notice to it of the content
thereof or of any matter determinable from the content thereof, including the
Company's and any Subsidiary Guarantor's compliance with any of their covenants
hereunder, as to which the Trustee is entitled to rely upon Officers'
Certificates.

SECTION 4.04 Compliance Certificate.

          (a) Each of the Company and the Subsidiary Guarantors shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
and the Subsidiary Guarantors, a statement signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company or such Subsidiary Guarantor, as the case may be, which need not
constitute an Officers' Certificate, complying with TIA (S) 314(a)(4) and
stating that in the course of performance by the signing Officer of his duties
as such Officer of the Company or such Subsidiary Guarantor, as the case may be,
he would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Company or such Subsidiary Guarantor, as the case may be, of
its obligations under this Indenture, and further stating that to the best of
his knowledge the Company or such Subsidiary Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all

                                       27



such Defaults or Events of Default of which such Officer may have knowledge and
what action the Company or such Subsidiary Guarantor, as the case may be, is
taking or proposes to take with respect thereto).

          (b) The Company or any Subsidiary Guarantor shall, so long as
Securities of any series are outstanding, deliver to the Trustee, as soon as
practicable, but in no event more than five Business Days, after any Officer of
the Company or such Subsidiary Guarantor, as the case may be, becoming aware of
any Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default and what action the Company or such
Subsidiary Guarantor, as the case may be, is taking or proposes to take with
respect thereto.

SECTION 4.05 Corporate Existence.

          Subject to Article V, each of the Company and the Subsidiary
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence. This Section 4.05 shall not
prohibit or restrict the Company or any Subsidiary Guarantor from converting
into a different form of legal entity.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

          Each of the Company and the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive it from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, 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 covenants that it 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.

SECTION 4.07 Additional Amounts.

          If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                                       28



                                   ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

          Neither the Company nor any Subsidiary Guarantor shall consolidate
with or merge into any Person, or sell, lease, convey, assign, transfer or
otherwise dispose of, in any transaction or series of transactions, all or
substantially all of its assets to any Person (other than a consolidation or
merger of the Company and one or more Subsidiary Guarantors or two or more
Subsidiary Guarantors, or a sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the assets of the Company to a
Subsidiary Guarantor, a Subsidiary Guarantor to the Company or of a Subsidiary
Guarantor to another Subsidiary Guarantor), unless:

          (1) either (a) the Company or such Subsidiary Guarantor, as the case
     may be, shall be the continuing Person or (b) the Person (if other than the
     Company or such Subsidiary Guarantor) formed by such consolidation or into
     which the Company or such Subsidiary Guarantor is merged, or to which such
     sale, lease, conveyance, assignment, transfer or other disposition shall be
     made (collectively, the "Successor"), is organized and validly existing
     under the laws of the United States of America, any political subdivision
     thereof or any State thereof or the District of Columbia, and expressly
     assumes by supplemental indenture, in the case of the Company, the due and
     punctual payment of the principal of, premium (if any) and interest on and
     any Additional Amounts with respect to all the Securities and the
     performance of the Company's covenants and obligations under this Indenture
     and the Securities, or, in the case of such Subsidiary Guarantor, the
     performance of the Guarantee and such Subsidiary Guarantor's covenants and
     obligations under this Indenture and the Securities;

          (2) immediately after giving effect to such transaction or series of
     transactions, no Default or Event of Default shall have occurred and be
     continuing or would result therefrom; and

          (3) in the case of clause (1)(b) above, the Successor delivers to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that the transaction and such supplemental indenture comply with this
     Indenture.

SECTION 5.02 Successor Person Substituted.

          Upon any consolidation or merger of the Company or a Subsidiary
Guarantor, as the case may be, or any sale, lease, conveyance, assignment,
transfer or other disposition of all or substantially all of the assets of the
Company or such Subsidiary Guarantor in accordance with Section 5.01, the
Successor formed by such consolidation or into which the Company or such
Subsidiary Guarantor is merged or to which such sale, lease, conveyance,
assignment, transfer or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of the Company or such
Subsidiary Guarantor, as the case may be, under this Indenture and the
Securities with the same effect as if such Successor had been named as the
Company or such Subsidiary Guarantor, as the case may be, herein, and the
predecessor

                                       29



Company or Subsidiary Guarantor, in the case of a sale, conveyance, assignment,
transfer or other disposition, shall be released from all obligations under this
Indenture, the Securities and, in the case of a Subsidiary Guarantor, the
Guarantee.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

          Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

                    (1) the Company defaults in the payment of interest on or
          any Additional Amounts with respect to any Security of that series
          when the same becomes due and payable and such default continues for a
          period of 30 days;

                    (2) the Company defaults in the payment of (A) the principal
          of any Security of that series at its Maturity or (B) premium (if any)
          on any Security of that series when the same becomes due and payable;

                    (3) the Company defaults in the deposit of any sinking fund
          payment, when and as due by the terms of a Security of that series,
          and such default continues for a period of 30 days;

                    (4) the Company or any Subsidiary Guarantor fails to comply
          with any of its other covenants or agreements in, or provisions of,
          the Securities of such series or this Indenture (other than an
          agreement, covenant or provision that has expressly been included in
          this Indenture solely for the benefit of one or more series of
          Securities other than that series) which shall not have been remedied
          within the specified period after written notice, as specified in the
          last paragraph of this Section 6.01;

                    (5) the Company, or if that series of Securities is entitled
          to the benefits of a Guarantee by the Subsidiary Guarantors, any of
          such Subsidiary Guarantors, pursuant to or within the meaning of any
          Bankruptcy Law:

                    (A) commences a voluntary case,

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

                    (C) consents to the appointment of a Bankruptcy Custodian of
               it or for all or substantially all of its property, or

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

                    (6) a court of competent jurisdiction enters an order or
          decree under any Bankruptcy Law that remains unstayed and in effect
          for 90 days and that:

                                       30



                    (A) is for relief against the Company or any Subsidiary
               Guarantor as debtor in an involuntary case,

                    (B) appoints a Bankruptcy Custodian of the Company or any
               Subsidiary Guarantor or a Bankruptcy Custodian for all or
               substantially all of the property of the Company or any
               Subsidiary Guarantor, or

                    (C) orders the liquidation of the Company or any Subsidiary
               Guarantor;

                    (7) that series of Securities is entitled to the benefits of
          a Guarantee by the Subsidiary Guarantors, the Guarantee of any of the
          Subsidiary Guarantors ceases to be in full force and effect with
          respect to Securities of that series (except as otherwise provided in
          this Indenture) or is declared null and void in a judicial proceeding,
          or any such Subsidiary Guarantor denies or disaffirms its obligations
          under this Indenture or such Guarantee; or

                    (8) any other Event of Default provided with respect to
          Securities of that series occurs.

          The term "Bankruptcy Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

          When a Default or Event of Default is cured, it ceases.

          Notwithstanding the foregoing provisions of this Section 6.01, if the
principal of, premium (if any) or interest on or Additional Amounts with respect
to any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not available
to the Company or a Subsidiary Guarantor for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the
Company or such Subsidiary Guarantor (a "Conversion Event"), each of the Company
and the Subsidiary Guarantors will be entitled to satisfy its obligations to
Holders of the Securities by making such payment in Dollars in an amount equal
to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company or the Subsidiary Guarantor, as the case may be, by
reference to the Exchange Rate on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

          Promptly after the occurrence of a Conversion Event, the Company or a
Subsidiary Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 12.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Company or the
Subsidiary Guarantor, as the case may be, shall give notice in the manner
provided in Section 12.02 to the Holders, setting forth the applicable Exchange
Rate and describing the calculation of such payments.

                                       31



          A Default under clause (4) or (8) of this Section 6.01 is not an Event
of Default until the Trustee notifies the Company and the Subsidiary Guarantors,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Company, the Subsidiary
Guarantors and the Trustee, of the Default, and the Company or the applicable
Subsidiary Guarantor, as the case may be, fails to cure the Default within 60
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

          If an Event of Default with respect to any Securities of any series at
the time outstanding (other than an Event of Default specified in clause (5) or
(6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Company and the Subsidiary Guarantors, or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by
such Event of Default (or, in the case of an Event of Default described in
clause (4) of Section 6.01, if outstanding Securities of other series are
affected by such Event of Default, then at least 25% in principal amount of the
then outstanding Securities so affected) by notice to the Company, the
Subsidiary Guarantors and the Trustee, may declare the principal of (or, if any
such Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) and all
accrued and unpaid interest on all then outstanding Securities of such series or
of all series, as the case may be, to be due and payable. Upon any such
declaration, the amounts due and payable on the Securities shall be due and
payable immediately. If an Event of Default specified in clause (5) or (6) of
Section 6.01 hereof occurs, such amounts shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a majority in principal amount
of the then outstanding Securities of the series affected by such Event of
Default or all series so affected, as the case may be, by written notice to the
Trustee may rescind an acceleration and its consequences (other than nonpayment
of principal of or premium or interest on or any Additional Amounts with respect
to the Securities) if (i) the rescission would not conflict with any judgment or
decree, (ii) all existing Events of Default with respect to Securities of that
series (or of all series, as the case may be) have been cured or waived, except
nonpayment of principal, premium, interest or any Additional Amounts that has
become due solely because of the acceleration, and (iii) the Trustee has been
paid any amounts 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 7.07.

SECTION 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall

                                       32



not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

          Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series affected thereby (acting as one class) by notice to the Trustee may waive
an existing or past Default or Event of Default with respect to such series or
all series so affected, as the case may be, and its consequences (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or all series so affected or a solicitation of
consents in respect of Securities of such series or all series so affected,
provided that in each case such offer or solicitation is made to all Holders of
then outstanding Securities of such series or all series so affected (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05 Control by Majority.

          With respect to Securities of any series, the Holders of a majority in
principal amount of the then outstanding Securities of such series may direct in
writing the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

SECTION 6.06 Limitations on Suits.

          Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

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

                                       33



          (2) the Holders of at least 25% in principal amount of the then
     outstanding Securities of such series make a written request to the Trustee
     to pursue the remedy;

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

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

          (5) during such 60-day period, the Holders of a majority in principal
     amount of the Securities of such series do not give the Trustee a direction
     inconsistent with the request.

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

SECTION 6.07 Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

          If an Event of Default specified in clause (1) or (2) of Section 6.01
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company or a
Subsidiary Guarantor for the amount of principal, premium (if any), interest and
any Additional Amounts remaining unpaid on the Securities of the series affected
by the Event of Default, and interest on overdue principal and premium, if any,
and, to the extent lawful, interest on overdue interest, and 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.

SECTION 6.09 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or a Subsidiary Guarantor or their respective creditors
or properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian 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 to the

                                       34



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 7.07. To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders of the Securities may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.10 Priorities.

          If the Trustee collects any money pursuant to this Article VI, subject
to Article X, it shall pay out the money in the following order:

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

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

          Third: to the Company.

          The Trustee, upon prior written notice to the Company, may fix record
dates and payment dates for any payment to Holders pursuant to this Article VI.

          To the fullest extent allowed under applicable law, if for the purpose
of obtaining a judgment against the Company or a Subsidiary Guarantor in any
court it is necessary to convert the sum due in respect of the principal of,
premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
for purposes of rendering the judgment shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day in The
City of New York next preceding that on which final judgment is given. None of
the Company, any Subsidiary Guarantor or the Trustee shall be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 6.10 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 6.10 to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company and the Subsidiary
Guarantors on the claim or claims underlying such judgment.

                                       35



SECTION 6.11 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

          (b) Except during the continuance of an Event of Default with respect
to the Securities of any series:

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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine such certificates and opinions to determine
     whether, on their face, they appear to conform to the requirements of this
     Indenture.

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

          (1) this paragraph does not limit the effect of Section 7.01(b);

          (2) 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

          (3) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

                                       36



          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company and the
Subsidiary Guarantors. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

SECTION 7.02 Rights of Trustee.

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

          (b) Before the Trustee acts or refrains from acting, it may require
instruction, an Officers' Certificate or an Opinion of Counsel or both to be
provided. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Company's expense with
counsel of its selection 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.

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

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

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company or any Subsidiary
Guarantor shall be sufficient if signed by an Officer of the Company or such
Subsidiary Guarantor, as the case may be.

          (f) The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company, any Subsidiary Guarantor or by any Holder of the
Securities, and such notice references the Securities and this Indenture.

          (g) The permissive rights of the Trustee enumerated herein shall not
be construed as duties.

                                       37



SECTION 7.03 May Hold Securities.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, any
Subsidiary Guarantor or any of their respective Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights
and duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid to the Company or any
Subsidiary Guarantor or upon the Company's or such Subsidiary Guarantor's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

          If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06 Reports by Trustee to Holders.

          Within 60 days after each June 15 of each year after the execution of
this Indenture, the Trustee shall mail to Holders of a series, the Subsidiary
Guarantors and the Company a brief report dated as of such reporting date that
complies with TIA (S) 313(a); provided, however, that if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date with respect to a series, no report need be transmitted to Holders of such
series. The Trustee also shall comply with TIA (S) 313(b). The Trustee shall
also transmit by mail all reports if and as required by TIA (S)(S) 313(c) and
313(d).

          A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Company or a Subsidiary Guarantor
with the SEC and each securities exchange, if any, on which the Securities of
such series are listed. The Company shall notify the Trustee if and when any
series of Securities is listed on any securities exchange.

SECTION 7.07 Compensation and Indemnity.

          The Company agrees to pay to the Trustee for its acceptance of this
Indenture and services hereunder such compensation as the Company and the
Trustee shall from time to time

                                       38



agree in writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company agrees to reimburse
the Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

          The Company hereby indemnifies the Trustee and any predecessor Trustee
against any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company and the
Subsidiary Guarantors promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.

          The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

          To secure the payment obligations of the Company in this Section 7.07,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to
Securities of any series. Such lien and the Company's obligations under this
Section 7.07 shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

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

SECTION 7.08 Replacement of Trustee.

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

          The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Company and the
Subsidiary Guarantors. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to the
Securities of such series by so notifying the Trustee, the Company and the
Subsidiary Guarantors. The Company may remove the Trustee if:

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

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

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

                                       39



          (4) the Trustee otherwise becomes incapable of acting.

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

          If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Company), the Company, any Subsidiary Guarantor or the Holders of at least 10%
in principal amount of the then outstanding Securities of such series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

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

          In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Subsidiary
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered

                                       40



by any other such Trustee. Upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee shall
have all the rights, powers and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates. On request of the Company or any successor Trustee,
such retiring Trustee shall transfer to such successor Trustee all property held
by such retiring Trustee as Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates. Such
retiring Trustee shall, however, have the right to deduct its unpaid fees and
expenses, including attorneys' fees.

          Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Company under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

          Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

          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; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by Federal or State (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

          The Indenture shall always have a Trustee who satisfies the
requirements of TIA (S)(S) 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA (S) 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA (S) 310(b).

                                       41



SECTION 7.11 Preferential Collection of Claims Against the Company or a
             Subsidiary Guarantor.

          The Trustee is subject to and shall comply with the provisions of
TIA (S) 311(a), excluding any creditor relationship listed in TIA (S) 311(b). A
Trustee who has resigned or been removed shall be subject to TIA (S) 311(a) to
the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of the Company's and the Subsidiary Guarantors'
             Obligations.

          (a) This Indenture shall cease to be of further effect with respect to
the Securities of a series (except that the Company's obligations under Section
7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article
VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:

          (1) either:

               (A) all outstanding Securities of such series theretofore
          authenticated and issued (other than destroyed, lost or stolen
          Securities that have been replaced or paid) have been delivered to the
          Trustee for cancellation; or

               (B) all outstanding Securities of such series 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, in the case of clause (i), (ii) or (iii) above, the Company or a
          Subsidiary Guarantor has irrevocably deposited or caused to be
          deposited with the Trustee as funds (immediately available to the
          Holders in the case of clause (i)) in trust for such purpose (x) money
          in the currency in which payment of the Securities of such series is
          to be made in an amount, or (y) Government Obligations with respect to
          such series, maturing as to principal and interest at such times and
          in such amounts as will ensure the availability of money in the
          currency in which payment of the Securities of such series is to be
          made in an amount or (z) a combination thereof, which will be
          sufficient, in the opinion (in the case of

                                       42



          clauses (y) and (z)) of a nationally recognized firm of independent
          public accountants expressed in a written certification thereof
          delivered to the Trustee, to pay and discharge the entire indebtedness
          on the Securities of such series for principal and interest to the
          date of such deposit (in the case of Securities which have become due
          and payable) or for principal, premium, if any, and interest to the
          Stated Maturity or Redemption Date, as the case may be; or

               (C) the Company and the Subsidiary Guarantors have properly
          fulfilled such other means of satisfaction and discharge as is
          specified, as contemplated by Section 2.01, to be applicable to the
          Securities of such series;

          (2) the Company or a Subsidiary Guarantor has paid or caused to be
     paid all other sums payable by them hereunder with respect to the
     Securities of such series; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of such series have been complied
     with, together with an Opinion of Counsel to the same effect.

          (b) Unless this Section 8.01(b) is specified as not being applicable
to Securities of a series as contemplated by Section 2.01, the Company may, at
its option, terminate certain of its and the Subsidiary Guarantors' respective
obligations under this Indenture ("covenant defeasance") with respect to the
Securities of a series if:

          (1) the Company or a Subsidiary Guarantor has irrevocably deposited or
     caused to be irrevocably deposited with the Trustee as trust funds in trust
     for the purpose of making the following payments, specifically pledged as
     security for and dedicated solely to the benefit of the Holders of
     Securities of such series, (i) money in the currency in which payment of
     the Securities of such series is to be made in an amount, or (ii)
     Government Obligations with respect to such series, maturing as to
     principal and interest at such times and in such amounts as will ensure the
     availability of money in the currency in which payment of the Securities of
     such series is to be made in an amount or (iii) a combination thereof, that
     is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay the
     principal of and premium (if any) and interest on all Securities of such
     series on each date that such principal, premium (if any) or interest is
     due and payable and (at the Stated Maturity thereof or upon redemption as
     provided in Section 8.01(e)) to pay all other sums payable by it hereunder;
     provided that the Trustee shall have been irrevocably instructed to apply
     such money and/or the proceeds of such Government Obligations to the
     payment of said principal, premium (if any) and interest with respect to
     the Securities of such series as the same shall become due;

          (2) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of such series have been complied
     with, and an Opinion of Counsel to the same effect;

                                       43



          (3) no Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit;

          (4) the Company shall have delivered to the Trustee an Opinion of
     Counsel from a nationally recognized counsel acceptable to the Trustee or a
     private letter ruling issued by the United States Internal Revenue Service
     to the effect that the Holders will not recognize income, gain or loss for
     United States Federal income tax purposes as a result of the Company's
     exercise of its option under this Section 8.01(b) and will be subject to
     United States Federal income tax on the same amount and in the same manner
     and at the same times as would have been the case if such option had not
     been exercised;

          (5) the Company and the Subsidiary Guarantors have complied with any
     additional conditions specified pursuant to Section 2.01 to be applicable
     to the discharge of Securities of such series pursuant to this Section
     8.01; and

          (6) such deposit and discharge shall not cause the Trustee to have a
     conflicting interest as defined in TIA (S)310(b).

          In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge under this Indenture. However, the Company's and the Subsidiary
Guarantors' respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Company's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

          After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's and the
Subsidiary Guarantors' obligations under this Indenture with respect to the
Securities of such series except for those surviving obligations specified
above.

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

          (c) If the Company and the Subsidiary Guarantors have previously
complied or are concurrently complying with Section 8.01(b) (other than any
additional conditions specified pursuant to Section 2.01 that are expressly
applicable only to covenant defeasance) with respect to Securities of a series,
then, unless this Section 8.01(c) is specified as not being applicable to
Securities of such series as contemplated by Section 2.01, the Company may elect
that its and the Subsidiary Guarantors' respective obligations to make payments
with respect to Securities of such series be discharged ("legal defeasance"),
if:

                                       44



          (1) no Default or Event of Default under clauses (5) and (6) of
     Section 6.01 hereof shall have occurred at any time during the period
     ending on the 91st day after the date of deposit contemplated by Section
     8.01(b) (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (2) unless otherwise specified with respect to Securities of such
     series as contemplated by Section 2.01, the Company has delivered to the
     Trustee an Opinion of Counsel from a nationally recognized counsel
     acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
     with respect to such legal defeasance, which opinion is based on (i) a
     private letter ruling issued by the United States Internal Revenue Service
     addressed to the Company, (ii) a published ruling of the United States
     Internal Revenue Service pertaining to a comparable form of transaction or
     (iii) a change in the applicable United States Federal income tax law
     (including regulations) after the date of this Indenture;

          (3) the Company and the Subsidiary Guarantors have complied with any
     other conditions specified pursuant to Section 2.01 to be applicable to the
     legal defeasance of Securities of such series pursuant to this Section
     8.01(c); and

          (4) the Company has delivered to the Trustee a Company Request
     requesting such legal defeasance of the Securities of such series and an
     Officers' Certificate stating that all conditions precedent with respect to
     such legal defeasance of the Securities of such series have been complied
     with, together with an Opinion of Counsel to the same effect.

          In such event, the Company and the Subsidiary Guarantors will be
discharged from their respective obligations under this Indenture and the
Securities of such series to pay principal of, premium (if any) and interest on
and any Additional Amounts with respect to Securities of such series, the
Company's and the Subsidiary Guarantors' respective obligations under Sections
4.01, 4.02 and 11.01 shall terminate with respect to such Securities, and the
entire indebtedness of the Company evidenced by such Securities and of the
Subsidiary Guarantors evidenced by the related Guarantee shall be deemed paid
and discharged.

          (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Company and the Subsidiary Guarantors may terminate any or all of its
obligations under this Indenture with respect to Securities of a series and any
or all of its obligations under the Securities of such series if it fulfills
such other means of satisfaction and discharge as may be so specified, as
contemplated by Section 2.01, to be applicable to the Securities of such series.

          (e) If Securities of any series subject to subsection (a), (b), (c)
or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, the terms of the applicable trust
arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

                                       45



SECTION 8.02 Application of Trust Money.

          The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or Government Obligations deposited with it pursuant
to Section 8.01 hereof. It shall apply the deposited money and the money from
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect
to which the deposit was made. Money and securities held in trust are not
subject to Article X.

SECTION 8.03 Repayment to Company or Subsidiary Guarantor.

          The Trustee and the Paying Agent shall promptly pay to the Company or
any Subsidiary Guarantor any excess money or Government Obligations (or proceeds
therefrom) held by them at any time upon the written request of the Company.

          Subject to the requirements of any applicable abandoned property laws,
the Trustee and the Paying Agent shall pay to the Company upon written request
any money held by them for the payment of principal, premium (if any), interest
or any Additional Amounts that remain unclaimed for two years after the date
upon which such payment shall have become due. After payment to the Company,
Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee and the Paying Agent with respect to such money
shall cease.

SECTION 8.04 Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company and the Subsidiary Guarantors under this Indenture with respect to the
Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money or Government Obligations in accordance with Section 8.01;
provided, however, that if the Company or any Subsidiary Guarantor has made any
payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company or such Subsidiary Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or Government Obligations held by the Trustee or the
Paying Agent.

                                       46



                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

          The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or
thereof without the consent of any Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to comply with Section 5.01;

          (3) to provide for uncertificated Securities in addition to or in
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4) to provide any security for, or to add any guarantees of or
     additional obligors on, any series of Securities or the related Guarantee;

          (5) to comply with any requirement in order to effect or maintain the
     qualification of this Indenture under the TIA;

          (6) to add to the covenants of the Company or any Subsidiary Guarantor
     for the benefit of the Holders of all or any series of Securities (and if
     such covenants 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 or any Subsidiary Guarantor;

          (7) to add any additional Events of Default with respect to all or any
     series of the Securities (and, if any such Event of Default is applicable
     to less than all series of Securities, specifying the series to which such
     Event of Default is applicable);

          (8) 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 outstanding Security of any series created prior to the
     execution of such amendment or supplemental indenture that is adversely
     affected in any material respect by such change in or elimination of such
     provision;

          (9) to establish the form or terms of Securities of any series as
     permitted by Section 2.01;

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Section 8.01; provided,
     however, that any such action shall not adversely affect the interest of
     the Holders of Securities of such series or any other series of Securities
     in any material respect; or

                                       47



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

          Upon the request of the Company, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company and the Subsidiary
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.

SECTION 9.02 With Consent of Holders.

          Except as provided below in this Section 9.02, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
with the consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

          Upon the request of the Company, accompanied by a Board Resolution,
and upon the filing with the Trustee of evidence of the consent of the Holders
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company
and the Subsidiary Guarantors in the execution of such amendment or supplemental
indenture.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          The Holders of a majority in principal amount of the then outstanding
Securities of one or more series or of all series (acting as one class) may
waive compliance in a particular instance by the Company or any Subsidiary
Guarantor with any provision of this Indenture with respect to Securities of
such series (including waivers obtained in connection with a tender offer or
exchange offer for Securities of such series or a solicitation of consents in
respect of Securities of such series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such
series (but the terms of such offer or solicitation may vary from series to
series)).

          However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

          (1) reduce the amount of Securities whose Holders must consent to an
     amendment, supplement or waiver;

                                       48



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

          (3) reduce the principal of, any premium on or any mandatory sinking
     fund payment with respect to, or change the Stated Maturity of, any
     Security or reduce the amount of the principal of an Original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 6.02;

          (4) reduce the premium, if any, payable upon the redemption of any
     Security or change the time at which any Security may or shall be redeemed;

          (5) change any obligation of the Company or any Subsidiary Guarantor
     to pay Additional Amounts with respect to any Security;

          (6) change the coin or currency or currencies (including composite
     currencies) in which any Security or any premium, interest or Additional
     Amounts with respect thereto are payable;

          (7) impair the right to institute suit for the enforcement of any
     payment of principal of, premium (if any) or interest on or any Additional
     Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
     except as limited by Section 6.06;

          (8) make any change in the percentage of principal amount of
     Securities necessary to waive compliance with certain provisions of this
     Indenture pursuant to Section 6.04 or 6.07 or make any change in this
     sentence of Section 9.02;

          (9) modify the provisions of this Indenture with respect to the
     subordination of any Security and any related Guarantee in a manner adverse
     to the Holders;

          (10) waive a continuing Default or Event of Default in the payment of
     principal of, premium (if any) or interest on or Additional Amounts with
     respect to the Securities;

          (11) except as provided in Section 11.04, release any Subsidiary
     Guarantor or modify the Guarantee in any manner adverse to the Holders; or

          (12) if applicable, make any change that materially and adversely
     affects the right to convert any Security.

          An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Debt unless the holders of the issue pursuant to its terms consent to the
change.

          A supplemental indenture that 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.

                                       49



          The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company or any Subsidiary Guarantor to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder
shall have been the Holder of record of any Securities with respect to which
such consent is required or sought as of a date identified by the Company or
such Subsidiary Guarantor in a notice furnished to Holders in accordance with
the terms of this Indenture.

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Company or any Subsidiary Guarantor in a notice furnished to such Holder
in accordance with the terms of this Indenture or, if no such date and time
shall be identified, the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

          The Company or any Subsidiary Guarantor may, but shall not be
obligated to, fix a record date (which need not comply with TIA (S) 316(c)) for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof.

                                       50



In such case, the amendment, supplement or waiver shall bind each Holder who has
consented to it and every subsequent Holder that evidences the same debt as the
consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

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

          Securities of any series authenticated and delivered after the
execution of any amendment or supplement 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 amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment or supplement authorized pursuant
to this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, in addition
to the documents required by Section 12.04, and, subject to Section 7.01 hereof,
shall be fully protected in relying upon, an Opinion of Counsel provided at the
expense of the Company or a Subsidiary Guarantor to the effect that such
amendment or supplement is authorized or permitted by this Indenture.

                                   ARTICLE X
                    SUBORDINATION OF SECURITIES AND GUARANTEE

SECTION 10.01 Securities and Guarantee Subordinated to Senior Debt.

          The Company, the Subsidiary Guarantors and each Holder of a Security
of a series, by his acceptance thereof, agree that (a) the payment of the
principal of, premium (if any) and interest on and any Additional Amounts with
respect to each and all the Securities of such series and any related Guarantee
and (b) any other payment in respect of the Securities of such series and any
related Guarantee, including on account of the acquisition or redemption of
Securities of such series by the Company or any Subsidiary Guarantor, as the
case may be, is subordinated, to the extent and in the manner provided in this
Article X, to the prior payment in full of all Senior Debt, whether outstanding
at the date of this Indenture or thereafter created, incurred, assumed or
guaranteed, and that these subordination provisions are for the benefit of the
holders of Senior Debt.

          This Article X shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become holders of, or continue to hold, Senior
Debt, and such provisions

                                       51



are made for the benefit of the holders of Senior Debt, and such holders are
made obligees hereunder and any one or more of them may enforce such provisions.

SECTION 10.02 No Payment on Securities in Certain Circumstances.

          (a) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company or the Subsidiary Guarantors, as the case may be, on account of
the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of any series and any related Guarantee or to acquire
any Securities of such series (including any repurchases of Securities of such
series pursuant to the provisions thereof at the option of the Holder thereof)
for cash or property (other than Junior securities), or on account of any
redemption provisions of Securities of such series, in the event of default in
payment of any principal of, premium (if any) or interest on any Senior Debt
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by acceleration of maturity or otherwise (a "Payment
Default"), unless and until such Payment Default has been cured or waived or
otherwise has ceased to exist or such Senior Debt has been discharged or paid in
full.

          (b) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company or the Subsidiary Guarantors, as the case may be, on account of
the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of any series and any related Guarantee or to acquire
any Securities of such series (including any repurchases of Securities of such
series pursuant to the provisions thereof at the option of the Holder thereof)
for cash or property (other than Junior securities), or on account of the
redemption provisions of Securities of such series, in the event of any event of
default (other than a Payment Default) with respect to any Designated Senior
Debt permitting the holders of such Designated Senior Debt (or a trustee or
other representative on behalf of the holders thereof) to declare such
Designated Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable, upon written notice thereof to the
Company and the Trustee (and if such Designated Senior Debt is Debt of a
Subsidiary Guarantor, the Subsidiary Guarantor) by any holders of Designated
Senior Debt (or a trustee or other representative on behalf of the holders
thereof) (a "Payment Blocking Notice"), unless and until such event of default
has been cured or waived or otherwise has ceased to exist or such Designated
Senior Debt has been discharged or paid in full; provided, that such payments
may not be prevented pursuant to this Section 10.02(b) for more than 179 days
after an applicable Payment Blocking Notice has been received by the Trustee
unless the Designated Senior Debt in respect of which such event of default
exists has been declared due and payable in its entirety, in which case no such
payment may be made until such acceleration has been rescinded or annulled or
such Designated Senior Debt has been discharged or paid in full. Unless
otherwise provided with respect to the Securities of a series as contemplated by
Section 2.01, no event of default that existed or was continuing on the date of
any Payment Blocking Notice (whether or not such event of default is on the same
issue of Designated Senior Debt) may be made the basis for the giving of a
second Payment Blocking Notice, and only one such Payment Blocking Notice may be
given in any 365-day period.

          (c) In furtherance of the provisions of Section 10.01, in the event
that, notwithstanding the foregoing provisions of this Section 10.02, any
payment or distribution of

                                       52



assets of the Company or the Subsidiary Guarantors, as the case may be, (other
than Junior securities) shall be received by the Trustee, the Paying Agent or
the Holders of Securities of any series and any related Guarantee at a time when
such payment or distribution was prohibited by the provisions of this Section
10.02, then, unless such payment or distribution is no longer prohibited by this
Section 10.02, such payment or distribution (subject to the provisions of
Section 10.07) shall be received and held in trust by the Trustee, the Paying
Agent or such Holder for the benefit of the holders of Senior Debt, and shall be
paid or delivered by the Trustee, the Paying Agent or such Holders, as the case
may be, to the holders of Senior Debt remaining unpaid or unprovided for or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Debt may have
been issued, ratably, according to the aggregate amounts remaining unpaid on
account of such Senior Debt held or represented by each, for application to the
payment of all Senior Debt in full after giving effect to all concurrent
payments and distributions to or for the holders of such Senior Debt.

SECTION 10.03 Securities and Guarantee Subordinated to Prior Payment of All
              Senior Debt on Dissolution, Liquidation or Reorganization.

          Upon any distribution of assets of the Company or the Subsidiary
Guarantors, as the case may be, or upon any dissolution, winding up, total or
partial liquidation or reorganization of the Company or the Subsidiary
Guarantors, as the case may be, whether voluntary or involuntary, in bankruptcy,
insolvency, receivership or similar proceeding or upon assignment for the
benefit of creditors:

          (a) the holders of all Senior Debt shall first be entitled to receive
     payments in full before the Holders of Securities of any series and any
     related Guarantee are entitled to receive any payment on account of the
     principal of, premium (if any) or interest on or any Additional Amounts
     with respect to Securities of such series and any related Guarantee (other
     than Junior securities);

          (b) any payment or distribution of assets of the Company or the
     Subsidiary Guarantors, as the case may be, of any kind or character,
     whether in cash, property or securities (other than Junior securities), to
     which the Holders of Securities of any series and any related Guarantee or
     the Trustee on behalf of such Holders would be entitled, except for the
     provisions of this Article X, shall be paid by the liquidating trustee or
     agent or other Person making such a payment or distribution directly to the
     holders of such Senior Debt or their representative, ratably according to
     the respective amounts of Senior Debt held or represented by each, to the
     extent necessary to make payment in full of all such Senior Debt remaining
     unpaid after giving effect to all concurrent payments and distributions to
     the holders of such Senior Debt; and

          (c) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company or the Subsidiary Guarantors, as the
     case may be, of any kind or character, whether in cash, property or
     securities (other than Junior securities), shall be received by the Trustee
     or the Holders of Securities of any series and any related Guarantee or any
     Paying Agent (or, if the Company, any Subsidiary Guarantor or any other
     Subsidiary is acting as the Paying Agent, money for any such payment or

                                       53



     distribution shall be segregated or held in trust) on account of the
     principal of, premium (if any) or interest on or any Additional Amounts
     with respect to the Securities of such series and any related Guarantee
     before all Senior Debt is paid in full, such payment or distribution
     (subject to the provisions of Section 10.07) shall be received and held in
     trust by the Trustee or such Holder or Paying Agent for the benefit of the
     holders of such Senior Debt, or their respective representatives, ratably
     according to the respective amounts of such Senior Debt held or represented
     by each, to the extent necessary to make payment as provided herein of all
     such Senior Debt remaining unpaid after giving effect to all concurrent
     payments and distributions and all provisions therefor to or for the
     holders of such Senior Debt, but only to the extent that as to any holder
     of such Senior Debt, as promptly as practical following notice from the
     Trustee to the holders of such Senior Debt that such prohibited payment has
     been received by the Trustee, Holder(s) or Paying Agent (or has been
     segregated as provided above), such holder (or a representative therefor)
     notifies the Trustee of the amounts then due and owing on such Senior Debt,
     if any, held by such holder and only the amounts specified in such notices
     to the Trustee shall be paid to the holders of such Senior Debt.

SECTION 10.04 Subrogation to Rights of Holders of Senior Debt.

          Subject to the payment in full of all Senior Debt as provided herein,
the Holders of the Securities of any series and any related Guarantee shall be
subrogated (to the extent of the payments or distributions made to the holders
of such Senior Debt pursuant to the provisions of this Article X) to the rights
of the holders of such Senior Debt to receive payments or distributions of
assets of the Company or the Subsidiary Guarantors, as the case may be,
applicable to the Senior Debt until all amounts owing on the Securities of such
series and any related Guarantee shall be paid in full. For the purpose of such
subrogation, no such payments or distributions to the holders of such Senior
Debt by the Company or the Subsidiary Guarantors, as the case may be, or by or
on behalf of the Holders of the Securities of such series and any related
Guarantee by virtue of this Article X, which otherwise would have been made to
such Holders shall, as between the Company or the Subsidiary Guarantors, as the
case may be, and such Holders, be deemed to be payment by the Company or the
Subsidiary Guarantors, as the case may be, or on account of such Senior Debt, it
being understood that the provisions of this Article X are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities of a series and any related Guarantee, on the one hand, and the
holders of such Senior Debt, on the other hand.

          If any payment or distribution to which the Holders of the Securities
and any related Guarantee would otherwise have been entitled but for the
provisions of this Article X shall have been applied, pursuant to the provisions
of this Article X, to the payment of amounts payable under Senior Debt, then
such Holders shall be entitled to receive from the holders of such Senior Debt
any payments or distributions received by such holders of Senior Debt in excess
of the amount sufficient to pay all amounts payable under or in respect of such
Senior Debt in full.

                                       54



SECTION 10.05 Obligations of the Company and the Subsidiary Guarantors
              Unconditional.

          Nothing contained in this Article X or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, the
Subsidiary Guarantors, as the case may be, and the Holders of the Securities of
any series and any related Guarantee, the obligation of the Company or the
Subsidiary Guarantors, as the case may be, which is absolute and unconditional,
to pay to such Holders the principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of such series and any
related Guarantee as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of such Holders and creditors of the Company or the Subsidiary
Guarantors, as the case may be, other than the holders of the Senior Debt, nor
shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article X, of the
holders of Senior Debt in respect of cash, property or securities of the Company
or the Subsidiary Guarantors, as the case may be, received upon the exercise of
any such remedy. Notwithstanding anything to the contrary in this Article X or
elsewhere in this Indenture or in the Securities, upon any distribution of
assets of the Company or the Subsidiary Guarantors, as the case may be, referred
to in this Article X, the Trustee, subject to the provisions of Sections 7.01
and 7.02, and the Holders of the Securities and any related Guarantee shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
such Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Debt and other Debt of the
Company or the Subsidiary Guarantors, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article X so long as such court has been
apprised of the provisions of, or the order, decree or certificate makes
reference to, the provisions of this Article X.

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

          The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until a Responsible Officer of the Trustee or any Paying
Agent shall have received, no later than two Business Days prior to such
payment, written notice thereof from the Company or any Subsidiary Guarantor, as
the case may be, or from one or more holders of Senior Debt or from any
representative thereof and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled
in all respects conclusively to assume that no such fact exists.

SECTION 10.07 Application by Trustee of Amounts Deposited with It.

          Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article VIII shall be for the sole benefit of Holders of
Securities of the series and any related Guarantee for the benefit of which such
amounts were deposited, and, to the extent allocated for the payment of
Securities of such series and any related Guarantee, shall not be subject to the

                                       55



subordination provisions of this Article X. Otherwise, any deposit of assets
with the Trustee or the Paying Agent (whether or not in trust) for the payment
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to any Securities of any series and any related Guarantee shall be
subject to the provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided
that if prior to two Business Days preceding the date on which by the terms of
this Indenture any such assets may become distributable for any purpose
(including, without limitation, the payment of either principal of, premium (if
any) or interest on or any Additional Amounts with respect to any Security and
any related Guarantee), a Responsible Officer of the Trustee or such Paying
Agent shall not have received with respect to such assets the written notice
provided for in Section 10.06, then the Trustee or such Paying Agent shall have
full power and authority to receive such assets and to apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary that may be received by it on or after such date; and provided
further that nothing contained in this Article X shall prevent the Company or
the Subsidiary Guarantors, as the case may be, from making, or the Trustee from
receiving or applying, any payment in connection with the redemption of
Securities of a series if the first publication of notice of such redemption
(whether by mail or otherwise in accordance with this Indenture) has been made,
and the Trustee has received such payment from the Company or the Subsidiary
Guarantors, as the case may be, prior to the occurrence of any of the
contingencies specified in Section 10.02 or 10.03.

SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of the
              Company, the Subsidiary Guarantors or Holders of Senior Debt.

          No right of any present or future holders of any Senior Debt to
enforce subordination provisions contained in this Article X shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of
the Company or the Subsidiary Guarantors, as the case may be, or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by
the Company or the Subsidiary Guarantors, as the case may be, with the terms of
this Indenture, regardless of any knowledge thereof that any such holder may
have or be otherwise charged with. The holders of Senior Debt may extend, renew,
modify or amend the terms of the Senior Debt or any security therefor and
release, sell or exchange such security and otherwise deal freely with the
Company or the Subsidiary Guarantors, as the case may be, all without affecting
the liabilities and obligations of the parties to this Indenture or the Holders
of the Securities of any series and any related Guarantee.

SECTION 10.09 Trustee to Effectuate Subordination of Securities.

          Each Holder of a Security of any series and any related Guarantee by
his acceptance thereof authorizes and expressly directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provisions contained in this Article X and to protect the rights
of the Holders of the Securities of such series and any related Guarantee
pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for
such purpose, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company or the Subsidiary Guarantors, as
the case may be, (whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors of the Company or the
Subsidiary Guarantors, as the case may be), the filing of a claim for the unpaid
balance of his Securities and any related Guarantee in the form required in said
proceedings and

                                       56



cause said claim to be approved. If the Trustee does not file a proper claim or
proof of debt in the form required in such proceeding prior to 30 days before
the expiration of the time to file such claim or claims, then the holders of the
Senior Debt or their representative is hereby authorized to have the right to
file and is hereby authorized to file an appropriate claim for and on behalf of
the Holders of Securities of such series and any related Guarantee. Nothing
contained herein shall be deemed to authorize the Trustee or the holders of
Senior Debt or their representative to authorize or consent to or accept or
adopt on behalf of any Holder of Securities of any series and any related
Guarantee any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of such series and any related Guarantee or the rights
of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt
or their representative to vote in respect of the claim of any Holder of the
Securities of such series and any related Guarantee in any such proceeding.

SECTION 10.10 Right of Trustee to Hold Senior Debt.

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

SECTION 10.11 Article X Not to Prevent Events of Default.

          The failure to make a payment on account of principal of or premium
(if any) or interest on the Securities of any series or any related Guarantee by
reason of any provision of this Article X shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 6.01 with
respect to Securities of such series and any related Guarantee or in any way
prevent the Holders of the Securities of such series and any related Guarantee
from exercising any right hereunder other than the right to receive payment on
the Securities of such series and any related Guarantee.

SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Debt.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders (other than
for its willful misconduct or negligence) if it shall in good faith mistakenly
pay over or distribute to the Holders of the Securities of any series and any
related Guarantee or the Company or the Subsidiary Guarantors, as the case may
be, or any other Person, cash, property or securities to which any holders of
Senior Debt shall be entitled by virtue of this Article X or otherwise. Nothing
in this Section 10.12 shall affect the obligation of any other such Person to
hold such payment for the benefit of, and to pay such payment over to, the
holders of Senior Debt or their representative.

SECTION 10.13 Article Applicable to Paying Agent.

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

                                       57



Trustee; provided, however, that this Section 10.13 shall not apply to the
Company, any Subsidiary Guarantor or any other Subsidiary if the Company, such
Subsidiary Guarantor or such other Subsidiary acts as Paying Agent.

                                   ARTICLE XI
                                    GUARANTEE

SECTION 11.01 Guarantee.

          (a) Notwithstanding any provision of this Article XI to the contrary,
the provisions of this Article XI relating to the Subsidiary Guarantors shall be
applicable only to, and inure solely to the benefit of, the Securities of any
series designated, pursuant to Section 2.01, as entitled to the benefits of the
Guarantee of each of the Subsidiary Guarantors.

          (b) For value received, each of the Subsidiary Guarantors hereby
fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on the Securities and all other amounts due and
payable under this Indenture and the Securities by the Company, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 11.03 and the subordination provisions
contained in Article X.

          (c) Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each of the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately, subject to the
subordination provisions contained in Article X. The Guarantee hereunder is
intended to be a general, unsecured, senior obligation of each of the Subsidiary
Guarantors and will rank pari passu in right of payment with all Borrowed Money
Indebtedness of such Subsidiary Guarantor that is not, by its terms, expressly
subordinated in right of payment to the Guarantee. Each of the Subsidiary
Guarantors hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Securities, the Guarantee (including the Guarantee of any
Subsidiary Guarantor) 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 or any Subsidiary Guarantor, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Securities, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 6.06, by the Holders, on the terms and conditions
set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce such Guarantee without first proceeding against the Company or any other
Subsidiary Guarantor.

          (d) The obligations of each of the Subsidiary Guarantors under this
Article XI shall be as aforesaid full, unconditional and absolute and shall not
be impaired, modified, released or limited by any occurrence or condition
whatsoever, including, without limitation, (i)

                                       58



any compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations and liabilities of the
Company or any of the Subsidiary Guarantors contained in the Securities or this
Indenture, (ii) any impairment, modification, release or limitation of the
liability of the Company, any of the Subsidiary Guarantors or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Company, any of the Subsidiary Guarantors or the
Trustee of any rights or remedies under the Securities or this Indenture or
their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any property as security for
the Securities, including all or any part of the rights of the Company or any of
the Subsidiary Guarantors under this Indenture, (v) the extension of the time
for payment by the Company or any of the Subsidiary Guarantors of any payments
or other sums or any part thereof owing or payable under any of the terms and
provisions of the Securities or this Indenture or of the time for performance by
the Company or any of the Subsidiary Guarantors of any other obligations under
or arising out of any such terms and provisions or the extension or the renewal
of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Company or any of the
Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Company or any of the Subsidiary Guarantors or any of
their respective assets, or the disaffirmance of the Securities, the Guarantee
or this Indenture in any such proceeding, (viii) the release or discharge of the
Company or any of the Subsidiary Guarantors from the performance or observance
of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of the Securities,
the Guarantee or this Indenture or (x) any other circumstances (other than
payment in full or discharge of all amounts guaranteed pursuant to the
Guarantee) which might otherwise constitute a legal or equitable discharge of a
surety or guarantor.

          (e) Each of the Subsidiary Guarantors hereby (i) waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
the merger, insolvency or bankruptcy of the Company or any of the Subsidiary
Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement,
instrument or document evidencing the Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantee without notice to it
and (iii) covenants that the Guarantee will not be discharged except by complete
performance of the Guarantee. Each of the Subsidiary Guarantors further agrees
that if at any time all or any part of any payment theretofore applied by any
Person to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including, without limitation, the insolvency, bankruptcy or
reorganization of the Company or any of the Subsidiary Guarantors, the Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

                                       59



          (f) Each of the Subsidiary Guarantors shall be subrogated to all
rights of the Holders and the Trustee against the Company in respect of any
amounts paid by such Subsidiary Guarantor pursuant to the provisions of this
Indenture; provided, however, that such Subsidiary Guarantor, shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until all of the Securities and the Guarantee shall
have been paid in full or discharged.

SECTION 11.02 Execution and Delivery of Guarantee.

          To further evidence the Guarantee set forth in Section 11.01, each of
the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an Officer of such Subsidiary Guarantor. Each of the
Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation relating to the Guarantee. If any Officer of
a Subsidiary Guarantor, whose signature is on this Indenture or a Security no
longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, the Guarantee of such Security shall be valid
nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors.

SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors.

          Each Subsidiary Guarantor and by its acceptance hereof each Holder of
a Security entitled to the benefits of the Guarantee hereby confirm that it is
the intention of all such parties that the guarantee by such Subsidiary
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law. To effectuate the foregoing
intention, the Holders of a Security entitled to the benefits of the Guarantee
and the Subsidiary Guarantors hereby irrevocably agree that the obligations of
each Subsidiary Guarantor under its 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 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 Guarantee, result in
the obligations of such Subsidiary Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

SECTION 11.04 Release of Subsidiary Guarantors from Guarantee.

          (a) Notwithstanding any other provisions of this Indenture, the
Guarantee of any Subsidiary Guarantor may be released upon the terms and subject
to the conditions set forth in this Section 11.04. Provided that no Default
shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article XI shall be
unconditionally released and discharged (i) automatically upon (A) any sale,
exchange or transfer, whether by way of merger or otherwise, to any Person that
is not an Affiliate of the Company, of all of the Company's direct or indirect
equity interests in such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or

                                       60



(B) the merger of such Subsidiary Guarantor into the Company or any other
Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary
Guarantor (in each case to the extent not prohibited by this Indenture) or (ii)
following delivery of a written notice of such release or discharge by the
Company to the Trustee, upon the release or discharge of all guarantees by such
Subsidiary Guarantor of any Borrowed Money Indebtedness of the Company other
than obligations arising under this Indenture and any Securities issued
hereunder, except a discharge or release by or as a result of payment under such
guarantees.

          (b) The Trustee shall deliver an appropriate instrument evidencing any
release of a Subsidiary Guarantor from the Guarantee upon receipt of a written
request of the Company accompanied by an Officers' Certificate and an Opinion of
Counsel that the Subsidiary Guarantor is entitled to such release in accordance
with the provisions of this Indenture. If the Subsidiary Guarantor is not so
released it shall remain liable for the full amount of principal of (and
premium, if any, on) and interest on the Securities entitled to the benefits of
such Guarantee as provided in this Indenture, subject to the limitations of
Section 11.03.

SECTION 11.05 Contribution.

          In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under its Guarantee, such Funding Guarantor shall be
entitled to a contribution from each other Subsidiary Guarantor (as applicable)
in a pro rata amount based on the 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 Guarantee.

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of TIA (S) 318(c), the imposed duties shall
control.

SECTION 12.02 Notices.

          Any notice or communication by the Company, any Subsidiary Guarantor
or the Trustee to the others is duly given if in writing and delivered in person
or mailed by first-class mail (registered or certified, return receipt
requested), telex, facsimile or overnight air courier guaranteeing next day
delivery, to the other's address:

          If to the Company or the Subsidiary Guarantors:

          Westlake Chemical Corporation

                                       61



          2801 Post Oak Boulevard
          Houston, Texas 77056
          Attn: General Counsel
          Telephone:(713) 960-9111
          Facsimile:

          If to the Trustee:

          Attn:
          Telephone:
          Facsimile:

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

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

          If the Company or a Subsidiary Guarantor mails a notice or
communication to Holders, it shall mail a copy to the Company and the other
Subsidiary Guarantors, as the case may be, and to the Trustee and each Agent at
the same time.

          All notices or communications, including without limitation notices to
the Trustee, the Company or a Subsidiary Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

                                       62



SECTION 12.03 Communication by Holders with Other Holders.

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

SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company or a Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Subsidiary Guarantor, as the case may be, shall, if requested by the
Trustee, furnish to the Trustee at the expense of the Company or such Subsidiary
Guarantor, as the case may be:

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 12.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 12.05 hereof) stating that, in the opinion of such
     counsel, all such conditions precedent and covenants have been complied
     with.

SECTION 12.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

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

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

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

          (4) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been complied with.

SECTION 12.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

                                       63



SECTION 12.07 Legal Holidays.

          If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 12.08 No Recourse Against Others.

          A director, officer, employee, stockholder, partner or other owner of
the Company, a Subsidiary Guarantor or the Trustee, as such, shall not have any
liability for any obligations of the Company under the Securities, for any
obligations of any Subsidiary Guarantor under the Guarantee, or for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issuance of Securities.

SECTION 12.09 Governing Law.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 12.10 No Adverse Interpretation of Other Agreements.

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

SECTION 12.11 Successors.

          All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 12.12 Severability.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 12.13 Counterpart Originals.

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

                                       64



SECTION 12.14 Table of Contents, Headings, etc.

          The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       65



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

                                        WESTLAKE CHEMICAL CORPORATION


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


                                        GEISMAR HOLDINGS, INC.


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


                                        GEISMAR VINYLS COMPANY LP

                                        By: GVGP, Inc., its General Partner


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


                                        GVGP, INC.


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


                                        NORTH AMERICAN BRISTOL CORPORATION


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



                                        NORTH AMERICAN PIPE CORPORATION


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


                                        NORTH AMERICAN PROFILES, INC.


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


                                        VAN BUREN PIPE CORPORATION


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


                                        WESTECH BUILDING PRODUCTS, INC.


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


                                        WESTLAKE CHEMICAL HOLDINGS, INC.


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



                                        WESTLAKE CHEMICAL INVESTMENTS, INC.


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


                                        WESTLAKE CHEMICAL MANUFACTURING, INC.


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


                                        WESTLAKE CHEMICAL PRODUCTS, INC.


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


                                        WESTLAKE DEVELOPMENT CORPORATION


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


                                        WESTLAKE INTERNATIONAL CORPORATION


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



                                        WESTLAKE MANAGEMENT SERVICES, INC.


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


                                        WESTLAKE OLEFINS CORPORATION


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


                                        WESTLAKE PETROCHEMICALS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


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


                                        WESTLAKE POLYMERS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


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


                                        WESTLAKE PVC CORPORATION


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



                                        WESTLAKE RESOURCES CORPORATION


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


                                        WESTLAKE STYRENE LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


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


                                        WESTLAKE VINYL CORPORATION


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


                                        WESTLAKE VINYLS, INC.


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


                                        WPT LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


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



                                        [                         ], as Trustee
                                         -------------------------


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



                                     ANNEX A

                              NOTATION OF GUARANTEE

          Each of the Subsidiary Guarantors (which term includes any successor
Person under the Indenture) has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

          The obligations of the Subsidiary Guarantors to the Holders of
Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Articles X and XI of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Guarantee.

                                      GEISMAR HOLDINGS, INC.


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


                                      GEISMAR VINYLS COMPANY LP

                                      By: GVGP, Inc., its General Partner


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


                                      GVGP, INC.


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



                                      NORTH AMERICAN BRISTOL CORPORATION


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


                                      NORTH AMERICAN PIPE CORPORATION


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


                                      NORTH AMERICAN PROFILES, INC.


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


                                      VAN BUREN PIPE CORPORATION


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


                                      WESTECH BUILDING PRODUCTS, INC.


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



                                      WESTLAKE CHEMICAL HOLDINGS, INC.


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


                                      WESTLAKE CHEMICAL INVESTMENTS, INC.


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


                                      WESTLAKE CHEMICAL MANUFACTURING, INC.


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


                                      WESTLAKE CHEMICAL PRODUCTS, INC.


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


                                      WESTLAKE DEVELOPMENT CORPORATION


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



                                      WESTLAKE INTERNATIONAL CORPORATION


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


                                      WESTLAKE MANAGEMENT SERVICES, INC.


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


                                      WESTLAKE OLEFINS CORPORATION


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


                                      WESTLAKE PETROCHEMICALS LP

                                      By: Westlake Chemical Investments, Inc.,
                                          its General Partner


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



                                      WESTLAKE POLYMERS LP

                                      By: Westlake Chemical Investments, Inc.,
                                          its General Partner


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


                                      WESTLAKE PVC CORPORATION


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


                                      WESTLAKE RESOURCES CORPORATION


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


                                      WESTLAKE STYRENE LP

                                      By: Westlake Chemical Holdings, Inc.,
                                          its General Partner


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


                                      WESTLAKE VINYL CORPORATION


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



                                          Name:
                                          Title:


                                      WESTLAKE VINYLS, INC.


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


                                      WPT LP

                                      By: Westlake Chemical Holdings, Inc.,
                                          its General Partner


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

                                                                     Exhibit 5.1

BAKER BOTTS L.L.P.                                 ONE SHELL PLAZA    AUSTIN
                                                   910 LOUISIANA      BAKU
Exhibit 5.1                                        HOUSTON, TEXAS     DALLAS
                                                   77002-4995         HOUSTON
                                                   713.229.1234       LONDON
                                                   FAX 713.229.1522   MOSCOW
                                                                      NEW YORK
                                                                      RIYADH
                                                                      WASHINGTON

May 3, 2005


Westlake Chemical Corporation
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056

Ladies and Gentlemen:

          As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Westlake Chemical Corporation, a
Delaware corporation (the "Company"), and the subsidiary guarantors named in
Schedule I hereto (the "Subsidiary Guarantors") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to securities to be issued and sold by the Company and the
Subsidiary Guarantors from time to time pursuant to Rule 415 under the Act for
an aggregate initial offering price not to exceed $750,000,000, certain legal
matters in connection with such securities are being passed upon for you by us.
Such securities include (i) unsecured senior debt securities of the Company (the
"Senior Debt Securities"), (ii) unsecured subordinated debt securities of the
Company (the "Subordinated Debt Securities" and, together with the Senior Debt
Securities, the "Debt Securities"), (iii) guarantees of the Debt Securities (the
"Subsidiary Guarantees") by the Subsidiary Guarantors, (iv) shares of preferred
stock, par value $0.01 per share, of the Company (the "Preferred Stock"), (v)
shares of common stock, par value $0.01 per share, of the Company (the "Common
Stock") and (vi) warrants to purchase any combination of Debt Securities, Common
Stock, Preferred Stock and other securities (the "Warrants"). The Debt
Securities, the Subsidiary Guarantees, the Preferred Stock, the Common Stock and
the Warrants are collectively referred to herein as the "Securities." At your
request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Registration Statement.

          Each series of Debt Securities will be issued:

          (i) in the case of the Senior Debt Securities, pursuant to an
     indenture to be entered into among the Company, as issuer, the Subsidiary
     Guarantors, as subsidiary guarantors, if applicable, and the trustee (the
     "Senior Indenture"); and

          (ii) in the case of the Subordinated Debt Securities, pursuant to an
     indenture to be entered into among the Company, as issuer, the Subsidiary
     Guarantors, as subsidiary guarantors, if applicable, and the trustee (the
     "Subordinated Indenture" and, together with the Senior Indenture, the
     "Indentures").

          Each Indenture will be supplemented, in connection with the issuance
of each such series, by a supplemental indenture, officers' certificate or other
writing thereunder establishing the form and terms of such series.



BAKER BOTTS L.L.P.
Westlake Chemical Corporation           2                           May 3, 2005


          In our capacity as your counsel in the connection referred to above,
we have examined originals, or copies certified or otherwise identified, of (i)
the Amended and Restated Certificate of Incorporation and the Amended and
Restated Bylaws of the Company, each as amended to date (together, the "Charter
Documents"), (ii) the charters or bylaws or other organizational documents, as
applicable, of each of the Subsidiary Guarantors, (iii) the form of Senior
Indenture and the form of Subordinated Indenture (each as filed as an exhibit to
the Registration Statement), and (iv) the corporate records of the Company and
the Subsidiary Guarantors, certificates of public officials and of
representatives of the Company, including minute books of the Company and the
Subsidiary Guarantors as furnished to us by the Company, statutes and other
instruments and documents as a basis for the opinions hereinafter expressed. In
giving such opinions, we have relied upon certificates of officers of the
Company and of public officials with respect to the accuracy of the material
factual matters contained in such certificates. In giving the opinions below, we
have assumed that the signatures on all documents examined by us are genuine,
that all documents submitted to us as originals are accurate and complete, that
all documents submitted to us as copies are true and correct copies of the
originals thereof and that all information submitted to us was accurate and
complete. In connection with this opinion, we have assumed that:

          (i) the Registration Statement and any amendments thereto (including
     post-effective amendments) will have become effective under the Act;

          (ii) a prospectus supplement will have been prepared and filed with
     the Commission describing the Securities offered thereby;

          (iii) all Securities will be offered, issued and sold in compliance
     with applicable federal and state securities laws and in the manner stated
     in the Registration Statement and the applicable prospectus supplement;

          (iv) the Board of Directors of the Company and, if applicable, each
     Subsidiary Guarantor or, to the extent permitted by the charters, bylaws or
     other organizational documents and the corporation or limited partnership
     laws of the jurisdiction of incorporation or organization of the Company
     and, if applicable, each Subsidiary Guarantor, a duly constituted and
     acting committee thereof (such Board of Directors or committee being
     hereinafter referred to as the "Board") will have taken all necessary
     action (corporate and other organizational) to authorize the issuance of
     the Securities and any other Securities issuable on the conversion,
     exchange, redemption or exercise thereof, and to authorize the terms of the
     offering and sale of such Securities and related matters;

          (v) a definitive purchase, underwriting or similar agreement with
     respect to any Securities offered will have been duly authorized and
     validly executed and delivered by the Company, the Subsidiary Guarantors,
     if applicable, and the other parties thereto (the "Purchase Agreement");



BAKER BOTTS L.L.P.
Westlake Chemical Corporation           3                           May 3, 2005


          (vi) any securities issuable upon conversion, exchange, redemption or
     exercise of any Securities being offered will be duly authorized, created
     and, if appropriate, reserved for issuance upon such conversion, exchange,
     redemption or exercise;

          (vii) all Securities will be delivered in accordance with either (a)
     the provisions of the applicable Purchase Agreement approved by the Board
     upon payment of the consideration therefor provided for therein or (b) upon
     conversion, exchange, redemption or exercise of any other Security, in
     accordance with the terms of such Security or the instrument governing such
     Security providing for such conversion, exchange, redemption or exercise as
     approved by the Board, for the consideration approved by the Board;

          (viii) in the case of shares of Common Stock or Preferred Stock,
     certificates representing such shares will have been duly executed,
     countersigned, registered and delivered, or if uncertificated, valid
     book-entry notations will have been made in the share register of the
     Company, in each case in accordance with the provisions of the Charter
     Documents; there will be sufficient shares of Common Stock or Preferred
     Stock authorized under the Charter Documents and not otherwise issued or
     reserved for issuance; and the purchase price therefor payable to the
     Company, or, if such shares are issuable on the conversion, exchange,
     redemption or exercise of another Security, the consideration payable to
     the Company for such conversion, exchange, redemption or exercise will not
     be less than the par value of such shares;

          (ix) in the case of shares of Preferred Stock of any series, the Board
     will have taken all necessary corporate action to designate and establish
     the terms of such series and will have caused a certificate of designations
     respecting such series to be prepared and filed with the Secretary of State
     of the State of Delaware;

          (x) in the case of Warrants, the Board will have taken all necessary
     corporate action to authorize the creation of and the terms of such
     Warrants and the issuance of the Securities to be issued pursuant thereto
     and to approve the warrant agreement relating thereto; such warrant
     agreement will have been duly executed and delivered by the Company and the
     warrant agent thereunder appointed by the Company; neither such Warrants
     nor such warrant agreement will include any provision that is
     unenforceable; and such Warrants or certificates representing such Warrants
     will have been duly executed, countersigned, registered and delivered in
     accordance with the provisions of such warrant agreement; and

          (xi) in the case of Debt Securities of any series issuable under an
     Indenture:

               (a) if such Debt Securities are Senior Debt Securities, an
          indenture substantially in the form of the Senior Indenture will have
          been duly executed and delivered by the Company, the Subsidiary
          Guarantors, as applicable, and the trustee thereunder;



BAKER BOTTS L.L.P.
Westlake Chemical Corporation           4                           May 3, 2005


               (b) if such Debt Securities are Subordinated Debt Securities, an
          indenture substantially in the form of the Subordinated Indenture will
          have been duly executed and delivered by the Company, the Subsidiary
          Guarantors, as applicable, and the trustee thereunder;

               (c) the Board will have taken all necessary corporate action to
          designate and establish the terms of such series of Debt Securities in
          accordance with the terms of the Indenture under which such Debt
          Securities will be issued, and such Debt Securities will not include
          any provision that is unenforceable;

               (d) the Indenture under which such Debt Securities will be issued
          will have become qualified under the Trust Indenture Act of 1939, as
          amended; and

               (e) Debt Securities complying with the terms of the Indenture
          under which such Debt Securities will be issued will have been duly
          executed, authenticated, issued and delivered in accordance with the
          provisions of such Indenture.

          On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:

          1. The shares of Common Stock and Preferred Stock included in the
     Securities will, when issued, have been duly authorized and validly issued
     and will be fully paid and nonassessable.

          2. The Debt Securities and any Subsidiary Guarantees included in the
     Securities will, when issued, constitute legal, valid and binding
     obligations of the Company and the Subsidiary Guarantors, respectively,
     enforceable against the Company and the Subsidiary Guarantors,
     respectively, in accordance with their respective terms, except as the
     enforceability thereof is subject to (i) any applicable bankruptcy,
     insolvency, reorganization, moratorium, fraudulent transfer or conveyance
     or other laws relating to or affecting creditors' rights generally, and
     (ii) general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law).

          3. The Warrants included in the Securities will, when issued, have
     been duly authorized and validly issued.



BAKER BOTTS L.L.P.
Westlake Chemical Corporation           5                           May 3, 2005


          The opinions set forth above are limited in all respects to matters of
the contract law of the State of New York, the General Corporation Law of the
State of Delaware and applicable federal law. We hereby consent to the filing of
this opinion with the Commission as Exhibit 5.1 to the Registration Statement.
We also consent to the reference to our Firm under the heading "Legal Opinions"
in the prospectus forming a part of the Registration Statement. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

                                                   Very truly yours,


                                                   /s/ Baker Botts L.L.P.



SCHEDULE I

                              SUBSIDIARY GUARANTORS

                                        Jurisdiction of Incorporation
                Name                           or Organization
                ----                    -----------------------------
Geismar Holdings, Inc.                             Delaware
Geismar Vinyls Company LP                          Delaware
GVGP, Inc.                                         Delaware
North American Bristol Corporation                 Delaware
North American Pipe Corporation                    Delaware
North American Profiles, Inc.                      Delaware
Van Buren Pipe Corporation                         Delaware
Westech Building Products, Inc.                    Delaware
Westlake Chemical Holdings, Inc.                   Delaware
Westlake Chemical Investments, Inc.                Delaware
Westlake Chemical Manufacturing, Inc.              Delaware
Westlake Chemical Products, Inc.                   Delaware
Westlake Development Corporation                   Delaware
Westlake International Corporation                 Delaware
Westlake Management Services, Inc.                 Delaware
Westlake Olefins Corporation                       Delaware
Westlake Petrochemicals LP                         Delaware
Westlake Polymers LP                               Delaware
Westlake PVC Corporation                           Delaware
Westlake Resources Corporation                     Delaware
Westlake Styrene LP                                Delaware
Westlake Vinyl Corporation                         Delaware
Westlake Vinyls, Inc.                              Delaware
WPT LP                                             Delaware

Exhibit 12.1

                          WESTLAKE CHEMICAL CORPORATION
                STATEMENT SETTING FORTH DETAIL FOR COMPUTATION OF
                       RATIO OF EARNINGS TO FIXED CHARGES
                              (millions of dollars)

<TABLE>
<CAPTION>
                                                           2000       2001       2002       2003       2004
                                                        ------------------------------------------------------
<S>                                                     <C>          <C>         <C>        <C>        <C>
Fixed Charges
             Interest Expense                                 37.3       35.5       35.0       38.6       39.4
             Capitalized Interest                                         1.6        0.4                   0.1
             Amortization of Debt Costs (1)                    2.0        1.5        3.1        2.6
             Portion of Rentals                                6.3        6.6        6.1        5.8        6.9
                                                        ------------------------------------------------------
                       Total Fixed Charges                    45.6       45.2       44.6       47.0       46.4
                                                        ------------------------------------------------------

Earnings Before Fixed Charges
             Pretax Income                                    90.7     (117.3)     (14.2)      23.5      190.7
             Fixed Charges                                    45.6       45.2       44.6       47.0       46.4
             Equity Investment (income) loss                             (1.2)      (0.8)      (1.5)      (1.4)
             Equity Investment Distribution                                          0.7          -        0.4
             Capitalized Interest                                        (1.6)      (0.4)                 (0.1)
             Amortization of Capitalized Interest              1.6        1.7        1.7        1.7        1.7
                                                        ------------------------------------------------------
                       Earnings Before Fixed Charges         137.9      (73.2)      31.6       70.7      237.7
                                                        ------------------------------------------------------


             Ratio of Earnings to Fixed Charges                3.0          -          -        1.5        5.1
</TABLE>

                                                                    Exhibit 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           --------------------------------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 15, 2005 relating to the
financial statements and financial statement schedules, which appears in
Westlake Chemical Corporation's Annual Report on Form 10-K for the year ended
December 31, 2004. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
--------------------------------
PricewaterhouseCoopers LLP
Houston, Texas
May 2, 2005

May 3, 2005

015661.0183

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Filing Desk

Ladies and Gentlemen:

On behalf of Westlake Chemical Corporation (the “Company”), we transmit herewith for electronic filing via the EDGAR system under the Securities Act of 1933, as amended, a Registration Statement on Form S-3 of the Company.

Please contact Timothy S. Taylor (713.229.1184) or James H. Mayor (713.229.1749) of the firm Baker Botts L.L.P., counsel to the Company, with any questions or comments you may have regarding the enclosed. In addition, please send copies of all written correspondence with the Company directly to Mr. J. David Kirkland, Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 (fax number: 713.229.7701).

Westlake Chemical Corporation

Mr. J. David Kirkland

Mr. Timothy S. Taylor

Mr. James H. Mayor

Mr. Patrick F. Whitman

Baker Botts L.L.P.