EXHIBIT 10.4

                          THIRD SUPPLEMENTAL INDENTURE


       THIS  THIRD  SUPPLEMENTAL  INDENTURE  dated as of  April 30,  2002  (this
"Supplemental  Indenture"),  among Pioneer Natural Resources Company, a Delaware
corporation  (the  "Company"),  Pioneer Natural  Resources USA, Inc., a Delaware
corporation, as the subsidiary guarantor (the "Guarantor"),  and The Bank of New
York, a New York banking  association,  as trustee (the "Trustee").  Capitalized
terms used herein and not  otherwise  defined have the meanings set forth in the
Indenture referred to below.

                                    RECITALS

       A. The Company  and the  Trustee are  parties to that  certain Indenture,
dated as of January  13, 1998 (the  "Indenture"),  pursuant to which the Company
may from time to time issue its debentures,  notes,  bonds or other evidences of
indebtedness (collectively, the "Debt Securities").

       B. Article IX of the Indenture provides that the Company, when authorized
by a resolution  of the Board of Directors of the Company,  and the Trustee may,
without  the  consent  of the  holders  of the  Debt  Securities,  enter  into a
supplemental  indenture to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 of the Indenture.

       C. The Company desires to issue,  and the Guarantor desires to guarantee,
$150,000,000  aggregate  principal  amount of 7.50%  Senior  Notes Due 2012 (the
"Notes") and in connection  therewith,  the Company and the Guarantor  have duly
determined  to make,  execute  and  deliver  to the  Trustee  this  Supplemental
Indenture to set forth the terms and provisions of the Notes and the Guarantor's
guarantee thereof (the "Guarantee") as required by the Indenture.

       NOW, THEREFORE,  in consideration of the mutual  agreements and covenants
set forth herein, the parties hereto agree,  subject to the terms and conditions
hereinafter set forth, as follows for the benefit of the Trustee and the Holders
of the Notes:

       Section 1.  Notes.  Pursuant to Section 2.03 of the Indenture,  the terms
 and provisions of the Notes are as follows:

              (a)   The  title of the  Notes  shall be  "7.50%  Senior Notes Due
2012."

              (b) The Notes shall be initially limited to $150,000,000 aggregate
principal  amount.  The Company  may,  without the consent of the Holders of the
Notes, increase such aggregate principal amount in the future, on the same terms
and conditions  and with the same CUSIP numbers as the Notes.  The Company shall
not issue any such  additional  Notes unless the  additional  Notes are fungible
with the Notes for United States federal income tax purposes.

              (c) The Notes shall not  require any principal or premium payments
prior to maturity on April 15, 2012.

              (d) The rate at which the Notes shall bear interest shall be 7.50%
per annum; interest on the notes shall accrue from April 30, 2002, for the first
interest payment and from the most recent interest payment date thereafter;  the
interest payment dates on which such interest shall be payable shall be April 15
and  October  15,  beginning  October  15,  2002;  and the record  dates for the
determination of the holders of the Notes to whom such interest is payable shall
be the immediately  preceding April 1 (for April 15 payment dates) and October 1
(for October 15 payment  dates);  the rate at which the overdue  principal shall
bear  interest  shall be 1% per annum in excess of the rate stated  initially in
this clause;  and the rate at which overdue  installments of interest shall bear
interest  shall be 1% per annum in excess of the rate stated  initially  in this
clause to the extent lawful.

              (e) Payments of principal of and interest on the Notes represented
by one or more  Global  Senior  Notes  initially  registered  in the name of The
Depository  Trust Company (the  "Depositary") or its nominee with respect to the
Notes shall be made by the Company through the Trustee in immediately  available
funds to the Depositary or its nominee, as the case may be.


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              (f) The Notes  shall be  redeemable at any time,  at the option of
the Company,  in whole or from time to time in part, at the price, and otherwise
in  accordance  with the terms and  provisions,  set forth in  Section 2 of this
Supplemental Indenture and (to the extent they do not conflict with Section 2 of
this Supplemental  Indenture) the terms and provisions of Sections 3.03 and 3.04
of the Indenture.

              (g) The Notes  shall be  represented by one or  more Global Senior
Notes deposited with the Depositary and registered in the name of the nominee of
the Depositary.

              (h)   There shall be no mandatory sinking fund for the payments of
the Notes.

              (i) In addition to the Events of Default set forth in Section 6.01
of the  Indenture,  failure on the part of the  Guarantor to comply with Section
3(c) of this Supplemental Indenture shall be an Event of Default with respect to
the Notes.

              (j) The  obligations  of the  Guarantor with  respect to the Notes
shall be defeased if the  Notes are defeased or if the Company's covenants under
the Indenture are defeased.

              (k) As  long as the  Depositary or  its  nominee,  or a  successor
Depositary or its nominee,  is the  registered  owner of the Global Senior Notes
relating to the Notes, owners of the beneficial  interests in such Global Senior
Notes  shall not be  entitled  to have the Notes  registered  in their names and
shall not  receive or be  entitled  to  receive  physical  delivery  of Notes in
definitive  form except (i) as provided in Section  2.15(c) of the  Indenture or
(ii) if an Event of  Default  with  respect  to the  Notes has  occurred  and is
continuing.

              (l)   The  Bank of  New  York  shall be the  Trustee for the Notes
under the Indenture.

              (m)   Article X of the Indenture shall apply to the Notes.

              (n) The  Guarantor  shall  execute  and  deliver  its   guarantee,
substantially in the form attached hereto as Exhibit A (the "Guarantee"), of the
payment of  principal  of, and  premium,  if any,  and  interest on the Notes in
accordance with Section 3 hereof.

              (o) The Notes shall not be subordinated pursuant to the provisions
of Article XII of the Indenture. The Notes shall be senior unsecured obligations
of the  Company  ranking  pari  passu  with other  existing  and  future  senior
unsecured indebtedness of the Company.

              (p) The Company shall be subject to all the covenants set forth in
Article IV of the Indenture with respect to the Notes.

              (q) To the extent not set forth herein,  the provisions of Section
2.03 of the Indenture are not applicable.

       Section 2. Optional Redemption of Notes.  The Notes will be redeemable at
any time,  at the option of the Company,  in whole or from time to time in part,
upon not less  than 30 and not more  than 60 days'  notice  as  provided  in the
Indenture,  on any date prior to  maturity  (the  "Redemption  Date") at a price
equal to 100% of the principal  amount thereof plus accrued and unpaid interest,
if any, to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive  interest due on any interest  payment date that
is on or prior to the Redemption  Date) plus a Make-Whole  Premium,  if any (the
"Redemption  Price"). In no event will a Redemption Price ever be less than 100%
of the principal amount of the Notes plus accrued and unpaid  interest,  if any,
to the Redemption Date.

       The amount of the Make-Whole Premium with respect to any of the Notes (or
portion thereof) to be redeemed will be equal to the excess, if any, of:

              (a)   the  sum  of  the  present  values,  calculated  as  of  the
Redemption Date, of:

                    (i) each  interest payment  that,  but for  such redemption,
       would have been payable on such Note (or portion thereof) being redeemed
       on  each  interest  payment  date  occurring  after  the  Redemption Date
       (excluding  any accrued  interest for the  period prior to the Redemption
       Date); and

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                    (ii) the  principal  amount  that,  but for such redemption,
       would have been  payable at the final  maturity of such Note  (or portion
       thereof) being redeemed; over

              (b)   the principal amount of such Note (or portion thereof) being
redeemed.

       The  present  values of  interest and  principal payments  referred to in
clause  (a) above will be  determined  in  accordance  with  generally  accepted
principles  of financial  analysis.  Such present  values will be  calculated by
discounting  the amount of each payment of interest or  principal  from the date
that each such payment would have been payable,  but for the redemption,  to the
Redemption  Date at a discount  rate  equal to the  Treasury  Yield (as  defined
below) plus 50 basis points.

       The Make-Whole  Premium will be  calculated by an  independent investment
banking institution of national standing appointed by the Company; provided that
if the Company fails to make such appointment at least 45 business days prior to
the Redemption  Date, or if the  institution so appointed is unwilling or unable
to make such  calculation,  such calculation will be made by Credit Suisse First
Boston Corporation (or its successor) or, if such firm is unwilling or unable to
make such  calculation,  by an  independent  investment  banking  institution of
national  standing  appointed by the Trustee (in any such case, an  "Independent
Investment Banker").

       For purposes of  determining the  Make-whole  Premium,  "Treasury  Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant  maturity that  corresponds
to the remaining  term to maturity of the  applicable  Notes,  calculated to the
nearest  1/12th of a year (the  "Remaining  Term").  The Treasury  Yield will be
determined as of the third  business day  immediately  preceding the  applicable
Redemption Date.

       The  weekly  average  yields of  United  States  Treasury  Notes  will be
determined by reference to the most recent statistical  release published by the
Federal  Reserve Bank of New York and designated  "H.15 (519) Selected  Interest
Rates" or any successor  release (the "H.15 Statistical  Release").  If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant  maturity that is the same as the Remaining  Term,  then
the  Treasury  Yield will be equal to such weekly  average  yield.  In all other
cases,   the  Treasury  Yield  will  be  calculated  by   interpolation,   on  a
straight-line  basis,  between the weekly  average  yields on the United  States
Treasury  Notes that have a constant  maturity  closest to and greater  than the
Remaining  Term and the  United  States  Treasury  Notes  that  have a  constant
maturity  closest to and less than the Remaining Term (in each case as set forth
in the H.15  Statistical  Release).  Any weekly  average yields so calculated by
interpolation  will be rounded to the nearest  1/100th of 1%, with any figure of
1/200th of 1% or above being rounded upward. If weekly average yields for United
States  Treasury  Notes are not  available  in the H.15  Statistical  Release or
otherwise,  then the  Treasury  Yield will be  calculated  by  interpolation  of
comparable rates selected by the Independent Investment Banker.

       In  the  case  of  any  partial  redemption,  selection of the  Notes for
redemption  will be made by the Trustee on a pro rata  basis,  by lot or by such
other  method as the  Trustee in its sole  discretion  shall deem to be fair and
appropriate,  although  no such Note of $1,000 in original  principal  amount or
less shall be redeemed in part. If any Note is to be redeemed in part only,  the
notice of  redemption  relating  to such Note  shall  state the  portion  of the
principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed  portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.

       Section 3.  Guarantee.

              (a) The Guarantee. The Guarantor hereby unconditionally guarantees
to each Holder of the Notes  authenticated  and  delivered by the Trustee and to
the Trustee and its  successors  and assigns,  irrespective  of the validity and
enforceability of this Supplemental Indenture,  the Indenture,  the Notes or the
obligations of the Company  hereunder or thereunder,  that: (i) the principal of
and premium,  if any, and interest,  on the Notes shall be promptly paid in full
when due,  whether at maturity,  by acceleration,  redemption or otherwise,  and
interest on the overdue  principal  of and  interest  on  premium,  if any,  and
interest,  on the Notes if any,  if  lawful,  and all other  obligations  of the
Company to the Holders of the Notes or the Trustee hereunder or thereunder shall
be promptly paid in full or performed,  all in accordance  with the terms hereof
and thereof;  and (ii) in case of any extension of time of payment or renewal of
any of the  Notes or any of such  other  obligations,  that  the  same  shall be
promptly paid in full when due or performed in accordance  with the terms of the
extension or renewal,  whether at stated maturity, by acceleration or otherwise.
Failing  payment  when due of any amount so  guaranteed  or any  performance  so
guaranteed  for  whatever  reason,  the  Guarantor  shall be obligated to pay or
perform the same  immediately.  The Guarantor hereby agrees that its obligations
hereunder shall be  unconditional,  irrespective of the validity,  regularity or

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enforceability of the Notes, this Supplemental  Indenture or the Indenture,  the
absence of any action to enforce the same, any amendment or  modification  of or
waiver or  consent  by any  Holder  with  respect  to any  provisions  hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same, any other  circumstance  which might  otherwise  constitute a legal or
equitable discharge or defense of a guarantor, or any change in the ownership of
the Guarantor.  The Guarantor hereby waives  diligence,  presentment,  demand of
payment,  filing of claims with a court in the event f insolvency  or bankruptcy
of the  Company,  any right to require a proceeding  first  against the Company,
protest,  notice and all demands  whatsoever and covenants that the  Guarantor's
guarantee  under  this  Section  shall  not be  discharged  except  by  complete
performance of the obligations of the Company and the Guarantor contained in the
Notes,  this  Supplemental  Indenture  and the  Indenture.  If any Holder or the
Trustee is  required by any court or  otherwise  to return to the  Company,  the
Guarantor or any custodian, trustee, liquidator or other similar official acting
in  relation  to either the  Company  or the  Guarantor  any amount  paid by any
thereof to the Trustee or such  Holder,  the  Guarantor's  guarantee  under this
Section, to the extent theretofore discharged, shall be reinstated in full force
and effect.  The Guarantor  agrees that it shall not be entitled to any right of
subrogation  in  relation  to  the  Holders  of  the  Notes  in  respect  of any
obligations  guaranteed  hereby until payment in full in cash of all obligations
with respect to the Notes guaranteed  hereby. The Guarantor further agrees that,
as between  itself as guarantor,  on the one hand,  and the Holders of the Notes
and the  Trustee,  on the  other  hand,  (x)  the  maturity  of the  obligations
guaranteed  hereby may be accelerated as provided in Article VI of the Indenture
for the purposes of the Guarantor's  guarantee  hereunder,  notwithstanding  any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations with respect to the Notes guaranteed hereby and (y) in the event
of any declaration of acceleration of such obligations as provided in Article VI
of the  Indenture,  such  obligations  (whether  or not due and  payable)  shall
forthwith  become  due and  payable by the  Guarantor  for the  purposes  of its
guarantee  hereunder.  The  Guarantor  also  agrees to pay any and all costs and
expenses  (including  reasonable  attorney's fees and expenses)  incurred by the
Trustee or any Holder in enforcing any rights under this Section.

              (b)  Execution  and   Delivery  of  Guarantee.   To  evidence  its
Guarantee, set forth in Section 3(a), the Guarantor may, but is not required, to
endorse a notation of such  Guarantee by an officer of the  Guarantor on each of
the Notes  authenticated  and delivered by the Trustee,  that this  Supplemental
Indenture  shall be executed on behalf of the  Guarantor by its President or one
of its Vice  Presidents  and that the Company on behalf of the  Guarantor  shall
deliver to the Trustee an Opinion of Counsel that the  foregoing  have been duly
authorized, executed and delivered by the Guarantor and that such Guarantee is a
valid and legally binding obligation of the Guarantor,  enforceable  against the
Guarantor in accordance  with its terms.  The  Guarantor  hereby agrees that its
Guarantee,  set forth in  Section  3(a),  shall  remain in full force and effect
notwithstanding  any  failure to endorse on each of the Notes a notation  of the
Guarantee.   If  an  officer  of  the  Guarantor  whose  signature  is  on  this
Supplemental  Indenture  or on the  Guarantee no longer holds that office at the
time the Trustee authenticates the Notes on which the Guarantee is endorsed, the
Guarantee shall be valid  nevertheless.  The delivery of any of the Notes by the
Trustee,  after the  authentication  thereof  hereunder,  shall  constitute  due
delivery of the Guarantee set forth in this Supplemental  Indenture on behalf of
the Guarantor.

              (c)   Guarantor  May Consolidate,  etc.,  on  Certain  Terms.  The
Guarantor shall not consolidate  with or merge with or into any Person,  or sell
all or substantially all its assets,  unless the following  conditions have been
satisfied:

                    (i) Either (1) the  Guarantor shall be the continuing Person
       in the  case of a merger,  or  (2) the resulting, surviving or transferee
       Person, if other than the Guarantor (the "Successor Guarantor"), shall be
       a corporation organized and existing under the laws of the United States,
       any  State  thereof,  or  the  District  of  Columbia  and  the Successor
       Guarantor shall  expressly assume all of the obligations of the Guarantor
       under the Guarantee;

                    (ii) Immediately after giving effect to the transaction (and
       treating any Indebtedness  that becomes  an obligation  of the  Successor
       Guarantor  or  any  Subsidiary  of  the  Guarantor  as  a  result  of the
       transaction  as having been  Incurred by the  Successor  Guarantor or the
       Subsidiary at  the time  of the  transaction),  no  Default  or  Event of
       Default would occur or be continuing; and

                    (iii) The Guarantor  shall have  delivered to the Trustee an
       Officers'  Certificate and an  Opinion of Counsel,  each stating that the
       consolidation, merger or sale complies with this Supplemental Indenture.

       Upon any consolidation by the Guarantor with,  or merger by the Guarantor
into, any other person or any sale of the properties and assets of the Guarantor
as an  entirety or  virtually  as  an  entirety as  described in  the  preceding
paragraph,  the successor  resulting from such  consolidation or  into which the
Guarantor is  merged or the  transferee of  such sale,  will succeed to,  and be
substituted for, and may exercise every right and power of,  the Guarantor under


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this  Supplemental  Indenture,  and  thereafter  the  predecessor  (if  still in
existence)  will be  released  from its  obligations  and  covenants  under this
Supplemental Indenture and all outstanding Notes.

              (d) Release and Reinstatement of Guarantee. The Guarantor shall be
released and relieved of any  obligations  under its  Guarantee  upon release or
other termination of that certain Guaranty dated as of May 31, 2000 (the "Credit
Facility   Guarantee"),   by  the  Subsidiary  Guarantor  with  respect  to  the
$575,000,000  Credit Agreement dated as of May 31, 2000 (the "Credit Facility"),
among the Company, as the borrower, Bank of America, N.A., as the administrative
agent,  Credit Suisse First Boston,  as the  documentation  agent,  J.P.  Morgan
Chase, as the syndication  agent,  and certain  lenders.  The obligations of the
Guarantor under its Guarantee shall be reinstated upon the  reinstatement of the
obligations  of the  Guarantor  under  the  Credit  Facility  Guarantee  and the
Guarantor hereby agrees to execute a guarantee  substantially in the form of the
Guarantee  upon  such  reinstatement.  Any  refinancing,  refunding,  extension,
renewal or replacement  (or  successive  refinancings,  refundings,  extensions,
renewals or replacements),  as a whole, or in part, of the Credit Facility shall
not be deemed a release or other termination of the Credit Facility Guarantee if
the Guarantor provides a guarantee with respect to such refinancing,  refunding,
extension,  renewal  or  replacement  in  substantially  the same  form,  and on
substantially  the same terms,  as the Credit Facility  Guarantee.  It is hereby
understood  and agreed that the Credit  Facility  may be  refinanced,  refunded,
extended,  renewed  or  replaced  (through  one  or  refinancings,   refundings,
extensions, renewals or replacements), as a whole, or in part, from time to time
after the termination of the Credit Facility.

              (e) Contribution.  The Company agrees that, in the event a payment
shall be made by the Guarantor under the Guarantee,  the Company shall indemnify
the  Guarantor in an amount equal to the amount of such payment  multiplied by a
fraction,  the  numerator  of which shall be the net worth of the Company on the
date hereof and the denominator of which shall be the aggregate net worth of the
Company and the Guarantor on the date hereof.

       Section 4. Amendments to Sections 1.01, 2.07 and 2.15 and Article IV.

              (a)   Section 1.01.  Section 1.01 is hereby amended, solely with
respect to the Notes, by:

                    (i)  adding the definitions specified in Schedule I hereto;

                    (ii) amending  and  restating the  definitions  specified in
       Schedule II hereto; and

                    (iii) deleting  clause   (a)(iv)(A)  of  the  definition  of
       "Adjusted Consolidated Net Tangible Assets" and substituting therefor the
       following  language  "the net book value of  other tangible assets of the
       Company and its  Subsidiaries,  as of a date no  earlier than the date of
       the Company's  latest  annual or  quarterly  financial  statement,  and";
       deleting   the  following  language   "Issue  Date  (including,   without
       limitation, under the Credit Agreements)" at the end of clause (e) of the
       definition of  "Permitted Liens" and  substituting therefor the following
       language  "date on which the  6.50% Senior Notes  due 2008  and the 7.20%
       Senior Notes due 2028 of the Company were originally issued";  adding the
       following  language  "and  Liens  securing   Non-Recourse   Indebtedness;
       provided,  however,  that the  related  purchase  money  Indebtedness and
       Non-Recourse  Indebtedness,  as applicable,  shall not be  secured by any
       Property or assets of the company or any Restricted Subsidiary other than
       the Property  acquired by the  Company with the proceeds of such purchase
       money  Indebtedness or  Non-Recourse  Indebtedness,  as applicable" after
       "Purchase  Money Liens"  in clause  (i) of the  definition of  "Permitted
       Liens";   and  deleting  the   definition  of   "Credit  Agreements"  and
       substituting  therefor  the  definition  "Credit  Facility"  specified in
       Schedule I hereto.

              (b) Sections 2.07 and 2.15. Section 2.07 is hereby amended, solely
with respect to the Notes, by adding "the Underwriters," before "the Company" in
the last sentence of Section 2.07,  and Section 2.15 is hereby  amended,  solely
with respect to the Notes, by adding "the Underwriters," before "the Company" in
the third sentence of subclause (v) of Section 2.15(c).

              (c) Article IV. Article IV is hereby amended,  solely with respect
to the Notes, by adding the Sections specified in Schedule III hereto.

       Section 5. Ratification.  This  Supplemental  Indenture  is  executed and
shall be  construed  as an  indenture  supplemental  to the  Indenture  and,  as
provided  in the  Indenture,  this  Supplemental  Indenture  forms a part of the
Indenture.  Except to the extent amended by or supplemented by this Supplemental
Indenture, the Company, the Guarantor and the Trustee hereby ratify, confirm and
reaffirm the Indenture in all respects.

                                        5





       Section 6.  Counterparts.  This Supplemental Indenture may be executed in
any number of counterparts,  each of which so executed shall be an original, but
all such counterparts shall together constitute but one and the same instrument.

       Section 7.  Governing Law. The laws of the State of New York shall govern
the construction and  interpretation  of this  Supplemental  Indenture,  without
regard to principles of conflicts of laws.


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       IN WITNESS WHEREOF,  the parties  hereto have  caused  this  Supplemental
Indenture to be signed on their  behalf by their duly authorized representatives
as of the date first above written:

                                 Pioneer Natural Resources Company


                                 By:       /s/ Richard P. Dealy
                                         -----------------------------------
                                 Name:   Richard P. Dealy
                                 Title:  Vice President and Chief Accounting
                                         Officer


                                 Pioneer Natural Resources USA, Inc.


                                 By:       /s/ Richard P. Dealy
                                         -----------------------------------
                                 Name:   Richard P. Dealy
                                 Title:  Vice President and Chief Accounting
                                         Officer


                                 The Bank of New York, as Trustee

                                 By:       /s/ Remo J. Reale
                                         -----------------------------------
                                 Name:   Remo J. Reale
                                 Title:  Vice President

Exhibit A - Form of Guarantee


                                        7





                                   SCHEDULE I

       "Additional Assets"  means (1) any  Property  (other than Indebtedness or
Capital  Stock) used in Oil and Gas Business;  (2) the Capital Stock of a Person
that  becomes a Restricted  Subsidiary  as a result of the  acquisition  of such
Capital Stock by the Company or another  Restricted  Subsidiary;  or (3) Capital
Stock  constituting  a minority  interest  in any Person  that at such time is a
Restricted  Subsidiary;  provided,  however, that any such Restricted Subsidiary
described  in clauses (2) or (3) above is  primarily  engaged in the Oil and Gas
Business.

       "Asset Disposition"  means any sale, lease, transfer or other disposition
(or series of related sales,  leases,  transfers or dispositions) by the Company
or any Restricted  Subsidiary,  including any  disposition by means of a merger,
consolidation or similar  transaction (each referred to for the purposes of this
definition as a "disposition"), of

              (1) any shares of Capital Stock of a Restricted Subsidiary  (other
than  directors'  qualifying  shares or shares  required by applicable law to be
held by a Person other than the Company or a Restricted Subsidiary),

              (2)   all or substantially all the assets of any division or line
of business of the Company or any Restricted Subsidiary or

              (3) any other assets of the  Company or any  Restricted Subsidiary
outside of the  ordinary  course of business  of the Company or such  Restricted
Subsidiary

(other  than,  in the case of (1),  (2) and (3) above,  (A) a  disposition  by a
Restricted  Subsidiary  to  the  Company  or  by  the  Company  or a  Restricted
Subsidiary to a Restricted Subsidiary;  (B) for purposes of Section 4.15 only, a
disposition that constitutes a Restricted Payment permitted by Section 4.14 or a
Permitted  Investment  (including  transfers of assets to an oil and gas royalty
trust);  (C) a  disposition  of  assets  with a fair  market  value of less than
$5,000,000;  (D) the sale or transfer  (whether or not in the ordinary course of
business)  of crude  oil and  natural  gas  properties  or  direct  or  indirect
interests in real property;  provided, however, that at the time of such sale or
transfer  such   properties  do  not  have   associated  with  them  any  proved
reserves;(E)  the  abandonment,  farm-out,  lease or  sublease of  developed  or
undeveloped  crude oil and  natural gas  properties  in the  ordinary  course of
business;  (F) the trade or exchange by the Company or any Restricted Subsidiary
of any crude oil and natural gas  Property  owned or held by the Company or such
Restricted  Subsidiary  for any crude oil and natural gas Property owned or held
by another  Person;  (G) the sale or transfer of mineral  products or surplus or
obsolete equipment, in each case in the ordinary course of business; and (H) any
disposition that constitutes a Change of Control.

       "Average Life" means,  as of the date of  determination,  with respect to
any Indebtedness,  the quotient obtained by dividing (1) the sum of the products
of the  numbers  of years  from the date of  determination  to the dates of each
successive  scheduled principal payment of or redemption or similar payment with
respect to such Indebtedness multiplied by the amount of such payment by (2) the
sum of all such payments.

       "Change of Control" means the occurrence of any of the following events:

              (1) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act),  other than one or more Permitted  Holders,  is or becomes
the  "beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act,  except that for purposes of this clause (1) such person shall be deemed to
have "beneficial  ownership" of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly,  of more than 50% of the total voting power of
the Voting Stock of the Company;  provided,  however, that the Permitted Holders
do not have the right or ability by contract or  otherwise to elect or designate
for  election a majority  of the Board of  Directors  (for the  purposes of this
clause (1),  such other  person shall be deemed to  beneficially  own any Voting
Stock of a Person (the "specified person") held by any other Person (the "parent
entity"), if such other person is the beneficial owner (as defined above in this
clause (1)), directly,  of more than 50% of the voting power of the Voting Stock
of such parent entity and the Permitted Holders do not have the right or ability
by voting  power,  contract or otherwise  to elect or  designate  for election a
majority of the board of directors of such parent entity);

              (2) individuals  who on the date the Notes are  issued constituted
the Board of Directors  (together with any new directors  whose election by such
Board of Directors or whose  nomination for election by the  shareholders of the
Company was  approved by a vote of 66-2/3% of the  directors of the Company then
still in office who were  either  directors  on the date the Notes are issued or
whose election or nomination for election was previously so approved)  cease for
any reason to constitute a majority of the Board of Directors then in office;

                                 Schedule I - 1





              (3)   the  adoption  of a  plan  relating  to  the  liquidation or
dissolution of the Company; or

              (4) the sale of all or substantially all the assets of the Company
(determined on a consolidated  basis) to another Person (other than, in all such
cases,  a Person that is  controlled  by the  Permitted  Holders),  other than a
transaction following which the transferee Person becomes the obligor in respect
of the Notes and a Subsidiary of the transferor of such assets.

       "Consolidated Coverage Ratio"  as of any date of  determination means the
ratio of:

              (x) the  aggregate amount of  EBITDA for  the  period of  the most
recent four  consecutive  fiscal  quarters  ending at least 45 days prior to the
date of such determination to

              (y)   Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

              (1) if the  Company or any  Restricted Subsidiary has Incurred any
Indebtedness  since the beginning of such period that remains  outstanding or if
the transaction  giving rise to the need to calculate the Consolidated  Coverage
Ratio is an  Incurrence  of  Indebtedness,  or  both,  EBITDA  and  Consolidated
Interest  Expense for such period shall be  calculated  after giving effect on a
pro forma basis to such  Indebtedness as if such  Indebtedness had been Incurred
on the first day of such period,

              (2) if the  Company  or  any  Restricted  Subsidiary  has  repaid,
repurchased,  defeased  or  otherwise  discharged  any  Indebtedness  since  the
beginning of such period or if any  Indebtedness  is to be repaid,  repurchased,
defeased or otherwise discharged (in each case other than Indebtedness  Incurred
under  any  revolving   credit  facility  unless  such   Indebtedness  has  been
permanently  repaid and has not been  replaced)  on the date of the  transaction
giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and
Consolidated Interest Expense for such period shall be calculated on a pro forma
basis as if such  discharge  had occurred on the first day of such period and as
if the Company or such Restricted  Subsidiary has not earned the interest income
actually  earned  during  such  period  in  respect  of cash or  Temporary  Cash
Investments  used to repay,  repurchase,  defease or  otherwise  discharge  such
Indebtedness,

              (3) if since the  beginning of  such  period  the  Company  or any
Restricted Subsidiary shall have made any Asset Disposition, the EBITDA for such
period shall be reduced by an amount equal to the EBITDA (if positive)  directly
attributable  to the assets which are the subject of such Asset  Disposition for
such  period,  or  increased  by an amount  equal to the EBITDA  (if  negative),
directly  attributable thereto for such period and Consolidated Interest Expense
for such period shall be reduced by an amount equal to the Consolidated Interest
Expense  directly  attributable  to  any  Indebtedness  of  the  Company  or any
Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with
respect to the Company and its continuing Restricted  Subsidiaries in connection
with such Asset  Disposition  for such period  (or, if the Capital  Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such period
directly  attributable to the Indebtedness of such Restricted  Subsidiary to the
extent the  Company and its  continuing  Restricted  Subsidiaries  are no longer
liable for such Indebtedness after such sale),

              (4) if since  the beginning of  such  period  the  Company  or any
Restricted  Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any person which becomes a Restricted  Subsidiary)
or an acquisition of assets,  including any  acquisition of assets  occurring in
connection  with a  transaction  requiring a calculation  to be made  hereunder,
EBITDA and  Consolidated  Interest  Expense for such period shall be  calculated
after  giving  pro  forma  effect  thereto  (including  the  Incurrence  of  any
Indebtedness) as if such Investment or acquisition  occurred on the first day of
such period and

              (5) if  since the  beginning  of  such  period  any  Person  (that
subsequently  became a  Restricted  Subsidiary  or was  merged  with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Asset  Disposition,  any  Investment or acquisition of assets that
would have required an adjustment pursuant to clause (3) or (4) above if made by
the  Company  or  a  Restricted   Subsidiary  during  such  period,  EBITDA  and
Consolidated  Interest  Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Disposition, Investment or acquisition
occurred on the first day of such period.

                                 Schedule I - 2





       For purposes of this definition, whenever pro forma effect is to be given
to an acquisition of assets,  the amount of income or earnings  relating thereto
and the amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.

       If any Indebtedness  bears a floating rate of interest and is being given
pro forma effect,  the interest of such  Indebtedness  shall be calculated as if
the rate in effect on the date of determination had been the applicable rate for
the entire period  (taking into account any Interest Rate  Protection  Agreement
applicable to such Indebtedness if such Interest Rate Protection Agreement has a
remaining term in excess of 12 months).

       "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated  Restricted  Subsidiaries,  plus, to
the  extent  not  included  in such total  interest  expense,  and to the extent
incurred by the Company or its Restricted Subsidiaries, without duplication,

              (1) interest  expense  attributable  to  capital  leases  and  the
interest  expense  attributable  to  leases  constituting  part  of a  Sale  and
Leaseback Transaction,

              (2)  amortization  of debt  discount or  premium and debt issuance
cost,

              (3)  capitalized interest,

              (4)  non-cash interest expenses,

              (5)  commissions, discounts and  other fees  and charges owed with
respect to letters of credit and bankers' acceptance financing,

              (6)  net payments or receipts pursuant to Interest Rate Protection
Agreements,

              (7)  Disqualified Stock  dividends in respect of all  Disqualified
Stock held by Persons other than the Company or a Wholly Owned Subsidiary (other
than dividends payable solely in Capital Stock (other than  Disqualified  Stock)
of the issuer of such Disqualified Stock),

              (8)  interest   incurred  in   connection  with   Investments   in
discontinued operations,

              (9)  interest accruing on any  Indebtedness of any other Person to
the extent such Indebtedness is Guaranteed by (or secured by the assets of)  the
Company or any Restricted Subsidiary and

              (10) the cash  contributions to any  employee stock ownership plan
or similar trust to the extent such contributions are used by such plan or trust
to pay  interest or fees to any Person  (other than the  Company) in  connection
with Indebtedness Incurred by such plan or trust;

provided,  however,  "Consolidated Interest Expense"  shall not include  (a) any
Consolidated  Interest  Expense  with  respect to any  Production  Payments  and
Reserve  Sales,   (b)  to  the  extent  included  in  total  interest   expense,
amortization  or  write-off  of deferred  financing  costs of such Person or (c)
accretion of interest  charges on future plugging and  abandonment  obligations,
future  retirement  benefits  and  other  obligations  that  do  not  constitute
Indebtedness.

       "Consolidated Net Income"  means,  for any period,  the net income of the
Company and its consolidated Subsidiaries;  provided,  however, that there shall
not be included in such Consolidated Net Income:

              (1) any net income of any Person  (other than the Company) if such
Person is not a  Restricted  Subsidiary,  except that  subject to the  exclusion
contained  in clause (4) below,  the  Company's  equity in the net income of any
such Person for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash actually  distributed by such Person during such
period  to the  Company  or a  Restricted  Subsidiary  as a  dividend  or  other
distribution (subject, in the case of a dividend or other distribution paid to a
Restricted Subsidiary, to the limitations contained in clause (3) below);

                                 Schedule I - 3





              (2) any net income (or loss) of any Person acquired by the Company
or a Subsidiary  in a pooling of interests  transaction  for any period prior to
the date of such acquisition;

              (3) any net income of any Restricted Subsidiary if such Restricted
Subsidiary is subject to restrictions, directly or indirectly, on the payment of
dividends or the making of distributions by such Restricted Subsidiary, directly
or indirectly, to the Company, except that

                    (A) subject to the exclusion contained in clause  (4) below,
       the Company's equity in  the net income of any such Restricted Subsidiary
       for such period  shall be included in such  Consolidated Net Income up to
       the aggregate  amount of cash  actually  distributed by  such  Restricted
       Subsidiary  during  such  period  to  the  Company or  another Restricted
       Subsidiary as a dividend or other distribution (subject, in the case of a
       dividend or other distribution paid to another Restricted Subsidiary,  to
       the limitation contained in this clause) and

                    (B) the  Company's  equity   in  a  net  loss  of  any  such
       Restricted  Subsidiary for  such period shall  be included in determining
       such Consolidated Net Income;

              (4) any gain or loss net of taxes  realized upon the sale or other
disposition of any  assets of the Company,  its consolidated Subsidiaries or any
other Person (including pursuant to any sale-and-leaseback arrangement) which is
not sold or  otherwise  disposed of in the  ordinary  course of business and any
gain or loss realized upon the sale or other disposition of any Capital Stock of
any Person;

              (5) extraordinary gains or losses net of taxes;

              (6) any  non-cash   mark-to-market   adjustments  to   assets   or
liabilities  or  write-downs  of  non-current  assets  net of  taxes,  provided,
however,  that any ceiling limitation  write-downs in accordance with GAAP shall
be treated as capitalized costs, as if such write-downs had not occurred; and

              (7) the cumulative effect of a change in accounting principles net
of taxes.

Notwithstanding the foregoing, for the purpose of Section 4.14 only, there shall
be  excluded  from  Consolidated  Net  Income  any  repurchases,  repayments  or
redemptions  of  Investments,  proceeds  realized on the sale of  Investments or
return of capital to the Company or a Restricted  Subsidiary  to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted   Payments   permitted   under  such  Section   pursuant  to  Section
4.14(a)(3)(D).

       "Credit Facility" means, with respect to the Company, the credit facility
made  available to the Company  pursuant to the  $575,000,000  Credit  Agreement
dated as of May 31,  2000,  among the  Company and the  lenders  named  therein,
together with any Refinancings thereof by a lender or a syndicate of lenders. It
is understood and agreed that the Credit  Facility may be refinanced,  refunded,
extended,   renewed  or  replaced  (through  one  or  more  such   refinancings,
refundings,  extensions, renewals or replacements), as a whole, or in part, from
time to time after the termination of the applicable Credit Facility.

       "EBITDA" for any  period means the  sum of Consolidated  Net Income, plus
the following  to the  extent  deducted in  calculating  such  Consolidated  Net
Income:

              (1)   all income tax  expense of the  Company and its consolidated
Restricted Subsidiaries,

              (2)   Consolidated Interest Expense,

              (3) depreciation and  amortization expense  of the Company and its
consolidated    Restricted    Subsidiaries   (excluding   amortization   expense
attributable  to a prepaid  operating  activity  item that was paid in cash in a
prior period),

              (4)   exploration and abandonments expense (if applicable) and

              (5) all other non-cash charges of the Company and its consolidated
Restricted  Subsidiaries  (excluding any such non-cash charge to the extent that
it  represents  an  accrual of or reserve  for cash  expenditures  in any future
period); and

in each case for such period,  and less,  to the extent  included in calculating
such Consolidated Net Income and in excess of any costs or expenses attributable
thereto and deducted in calculating such Consolidated Net Income, the sum of (x)


                                 Schedule I - 4





the amount of deferred  revenues that are  amortized  during such period and are
attributable to reserves that are subject to Volumetric Production Payments, and
(y) amounts  recorded in  accordance  with GAAP as  repayments  of principal and
interest pursuant to Dollar-Denominated Production Payments. Notwithstanding the
foregoing,  the  provision  for taxes based on the income or profits of, and the
depreciation and  amortization and non-cash charges of, a Restricted  Subsidiary
shall be added to  Consolidated  Net Income to compute EBITDA only to the extent
(and in the same proportion)  that the net income of such Restricted  Subsidiary
was included in calculating  Consolidated Net Income and only if a corresponding
amount would be permitted at the date of  determination  to be dividended to the
Company by such Restricted  Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments,   decrees,  orders,  statutes,  rules  and  governmental  regulations
applicable to such Restricted Subsidiary or its stockholders.

       "Guarantor" means Pioneer Natural Resources USA, Inc.

       "Investment"  in any Person  means any  direct or indirect advance,  loan
(other than  advances to customers in the ordinary  course of business  that are
recorded as  accounts  receivable  on the balance  sheet of the lender) or other
extensions of credit  (including by way of Guarantee or similar  arrangement) or
capital  contribution  to (by means of any transfer of cash or other property to
others or any  payment  for  property  or  services  for the  account  or use of
others), or any purchase or acquisition of Capital Stock,  Indebtedness or other
similar instruments issued by such Person.

       For  purposes  of  the  definition  of  "Unrestricted  Subsidiary",   the
definition of "Restricted Payment" and Section 4.14,

              (1) "Investment"  shall include the portion  (proportionate to the
Company's  equity  interest in such  Subsidiary) of the fair market value of the
net assets of any Subsidiary of the Company at the time that such  Subsidiary is
designated  an  Unrestricted   Subsidiary;   provided,   however,  that  upon  a
redesignation of such Subsidiary as a Restricted  Subsidiary,  the Company shall
be  deemed to  continue  to have a  permanent  "Investment"  in an  Unrestricted
Subsidiary  equal  to an  amount  (if  positive)  equal  to  (x)  the  Company's
"Investment" in such Subsidiary at the time of such  redesignation  less (y) the
portion  (proportionate  to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such  Subsidiary  at the time of such
redesignation; and

              (2) any property transferred to or from an Unrestricted Subsidiary
shall be valued at its fair  market value at the time of such transfer,  in each
case as determined in good faith by the Board of Directors.

       "Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's  Investors Services, Inc. or BBB- (or the equivalent)
by Standard & Poor's Ratings Group, Inc.

       "Net Available Cash"  from  an  Asset  Disposition  means  cash  payments
received  therefrom  (including  any cash  payments  received by way of deferred
payment of principal  pursuant to a note or installment  receivable or otherwise
and proceeds from the sale or other  disposition of any  securities  received as
consideration,   but  only  as  and  when  received,  but  excluding  any  other
consideration  received in the form of  assumption  by the  acquiring  Person of
Indebtedness  or other  obligations  relating  to such  properties  or assets or
received in any other noncash form), in each case net of

              (1) all legal,  title and recording tax expenses,  commissions and
other fees and expenses incurred, and all Federal,  state,  provincial,  foreign
and  local  taxes  required  to be  accrued  as a  liability  under  GAAP,  as a
consequence of such Asset Disposition,

              (2) all payments made on any Indebtedness  which is secured by any
assets subject to such Asset  Disposition,  in accordance  with the terms of any
Lien upon or other  security  agreement of any kind with respect to such assets,
or which must by its terms,  or in order to obtain a  necessary  consent to such
Asset Disposition, or by applicable law, be repaid out of the proceeds from such
Asset Disposition,

              (3) all distributions  and other  payments required  to be made to
minority interest holders in  Subsidiaries or joint ventures as a result of such
Asset Disposition and

              (4) the deduction of appropriate amounts provided by the seller as
a reserve,  in accordance with GAAP, against any liabilities associated with the
Property or other assets  disposed in such Asset Disposition and retained by the
Company or any Restricted Subsidiary after such Asset Disposition.


                                 Schedule I - 5





       "Net Cash Proceeds",  with  respect to any  issuance or  sale of  Capital
Stock, means the cash proceeds  of such issuance or sale net of attorneys' fees,
accountants'  fees,  underwriters'  or  placement  agents'  fees,  discounts  or
commissions  and  brokerage,  consultant  and other fees  actually  incurred  in
connection  with such  issuance  or sale and net of taxes  paid or  payable as a
result thereof.

       "Non-Recourse  Indebtedness"   means  Indebtedness  or  that  portion  of
Indebtedness  of the Company or a Restricted  Subsidiary  incurred in connection
with the  acquisition by the Company or a Restricted  Subsidiary of any Property
and as to which:

              (1) the holders of  such Indebtedness  agree in  writing that they
will look solely to the Property so acquired and securing such  Indebtedness for
payment on or in respect of such Indebtedness and

              (2) no default  with  respect to  such  Indebtedness  would permit
(after  notice or passage of time or both),  according to the terms of any other
Indebtedness of the Company or a Restricted Subsidiary, any holder of such other
Indebtedness  to declare a default  under such other  Indebtedness  or cause the
payment of such other  Indebtedness  to be  accelerated  or payable prior to its
stated maturity.

       "Permitted Business Investment" means any investment made in the ordinary
course of, and of a nature  that is or shall have become  customary  in, the Oil
and Gas Business including  investments or expenditures for actively exploiting,
exploring  for,  acquiring,  developing,   producing,   processing,   gathering,
marketing  or  transporting  oil  and  gas  through  agreements,   transactions,
interests or arrangements which permit one to share risks or costs,  comply with
regulatory  requirements  regarding local ownership or satisfy other  objectives
customarily  achieved  through the conduct of Oil and Gas Business  jointly with
third  parties,  including  (i) ownership  interests in oil and gas  properties,
processing facilities,  gathering systems,  pipelines or ancillary real property
interests  and  (ii)  Investments  in  the  form  of or  pursuant  to  operating
agreements,  processing  agreements,  farm-in agreements,  farm-out  agreements,
development  agreements,   area  of  mutual  interest  agreements,   unitization
agreements,  pooling agreements,  joint bidding  agreements,  service contracts,
joint venture agreements,  partnership  agreements (whether general or limited),
subscription agreements,  stock purchase agreements and other similar agreements
(including  for limited  liability  companies)  with third  parties,  excluding,
however, Investments in corporations other than Restricted Subsidiaries.

       "Permitted Holders"  means  Southeastern  Asset  Management Inc.  and its
Affiliates;  provided,  however,  that a Person  shall  cease to be a  Permitted
Holder upon making a filing with the  Securities  and Exchange  Commission  that
indicates  such Person has acquired or holds the  Company's  Voting Stock with a
purpose  or effect of  changing  or  influencing  control  of the  Company or in
connection  with or as a participant in any  transaction  having that purpose or
effect.

       "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

              (1) the Company,  a Restricted  Subsidiary or a  Person that will,
upon the making of such Investment, become a Restricted Subsidiary;

              (2) another  Person if as a  result of such  Investment such other
Person is merged or  consolidated  with or into,  or transfers or conveys all or
substantially all its assets to, the Company or a Restricted Subsidiary;

              (3)   cash and Temporary Cash Investments;

              (4) receivables owing to the  Company or any Restricted Subsidiary
if created  or  acquired  in the  ordinary  course of  business  and  payable or
dischargeable in accordance with customary trade terms; provided,  however, that
such trade terms may include  such  concessionary  trade terms as the Company or
any such Restricted Subsidiary deems reasonable under the circumstances;

              (5) payroll, travel and similar advances to cover matters that are
expected at the time of such  advances  ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;

              (6) loans or advances to  employees made in the ordinary course of
business  consistent  with past  practices  of the  Company  or such  Restricted
Subsidiary;

                                 Schedule I - 6





              (7) stock,  obligations or  securities  received  in settlement of
debts created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments;

              (8) any  Person  to  the  extent  such  Investment  represents the
non-cash  portion of the  consideration  received  for an Asset  Disposition  as
permitted pursuant to Section 4.15;

              (9)   Permitted Business Investments;

              (10)  Investments  intended  to  promote the  Company's  strategic
objectives  in the Oil  and Gas Business  in an  aggregate amount  not to exceed
$50.0  million  at any  one time  outstanding,  measured  as of  the  date  such
Investments are made,  without giving  effect to any subsequent changes in value
(which Investments shall be deemed no longer outstanding only upon the return of
capital thereof);

              (11)  Investments  in any units  of any oil and gas royalty trust;
and

              (12)  Investments  made  pursuant to  Hedging  Obligations  of the
Company and the Restricted Subsidiaries.

       "Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset,  whether real,  personal or mixed, or tangible
or intangible,  including Capital Stock and other securities issued by any other
Person (but  excluding  Capital Stock or other  securities  issued by such first
mentioned Person).

       "Rating Agency" means  Standard & Poor's Ratings Group, Inc.  and Moody's
Investors Services,  Inc. or if Standard & Poor's Ratings Group, Inc. or Moody's
Investors  Services,  Inc. or both shall not make a rating on the Notes publicly
available, a nationally recognized statistical rating agency or agencies, as the
case may be,  selected by the Company (as certified by a resolution of the Board
of Directors)  which shall be  substituted  for Standard & Poor's Ratings Group,
Inc. or Moody's Investors Services, Inc. or both, as the case may be.

       "Refinance" means, in respect of any Indebtedness, to refinance,  extend,
renew,  refund,  repay,  prepay,  redeem,  defease or retire,  or to issue other
Indebtedness in exchange or replacement for, such indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.

       "Refinancing  Indebtedness"  means   Indebtedness   that  Refinances  any
Indebtedness of the Company or any Restricted  Subsidiary  existing on the Issue
Date or Incurred in compliance with this Indenture,  including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that:

              (1) such Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being Refinanced;

              (2) such Refinancing Indebtedness  has an Average Life at the time
such Refinancing Indebtedness is  Incurred that is equal  to or greater than the
Average Life of the Indebtedness being Refinanced, and

              (3) such  Refinancing  Indebtedness  has  an  aggregate  principal
amount (or if Incurred with original issue  discount,  an aggregate issue price)
that is equal to or less than the  aggregate  principal  amount (or if  Incurred
with original issue discount,  the aggregate accreted value) then outstanding or
committed (plus fees and expenses,  including any premium and defeasance  costs)
under the Indebtedness being Refinanced;

provided further,  however, that Refinancing  Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances  Indebtedness of the Company or (B)
Indebtedness  of  the  Company  or  a  Restricted   Subsidiary  that  Refinances
Indebtedness of an Unrestricted Subsidiary.

       "Restricted Payment" with respect to any Person means

              (1) the  declaration  or  payment of any  dividends or  any  other
distributions of any sort in respect of its Capital Stock (including any payment
in connection with any merger or consolidation involving such Person) or similar
payment to the direct or  indirect  holders of its  Capital  Stock  (other  than
dividends  or  distributions  payable  solely in its Capital  Stock  (other than
Disqualified Stock) and dividends or distributions payable solely to the Company
or a  Restricted  Subsidiary,  and  other  than  pro  rata  dividends  or  other
distributions  made by a  Subsidiary that is  not a  Wholly Owned  Subsidiary to

                                 Schedule I - 7





minority  stockholders  (or owners of an  equivalent  interest  in the case of a
Subsidiary that is an entity other than a corporation)),

              (2) the purchase,  redemption or  other  acquisition or retirement
for  value of any  Capital  Stock of the  Company  held by any  Person or of any
Capital  Stock of a Restricted  Subsidiary  held by any Affiliate of the Company
(other than a Restricted  Subsidiary),  including  the exercise of any option to
exchange any Capital Stock (other than into Capital Stock of the Company that is
not  Disqualified  Stock),  provided,  however,  that the Company may  purchase,
redeem or  otherwise  acquire or retire for value common stock of the Company in
an amount not to exceed  $10.0  million in the  aggregate in any fiscal year for
all such  transactions  after April 11, 2000,  made pursuant to this proviso and
the amount of such purchase,  redemption or other  acquisition or retirement for
value shall be excluded in the calculation of the amount of Restricted Payments;

              (3) the  purchase,  repurchase,  redemption,  defeasance or  other
acquisition  or retirement  for value,  prior to scheduled  maturity,  scheduled
repayment or scheduled  sinking fund payment of any Subordinated  Obligations of
such Person  (other  than the  purchase,  repurchase,  or other  acquisition  of
Subordinated  Obligations purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one
year of the date of such purchase, repurchase or other acquisition) or

              (4) the   making  of  any   Investment  (other  than  a  Permitted
Investment) in any Person.

       "Restricted Subsidiary"  means any  Subsidiary of the Company that is not
an Unrestricted Subsidiary.

       "Subordinated  Obligation"   means,   with  respect  to  a  Person,   any
Indebtedness  of such  Person  (whether  outstanding  on the date the  Notes are
issued  or  thereafter  Incurred)  which is  subordinate  or  junior in right of
payment to the Notes or a Subsidiary  Guaranty of such  Person,  as the case may
be, pursuant to a written agreement to that effect.

       "Subsidiary Guarantor" means any Subsidiary of the Company, including the
Guarantor, which incurs a Guarantee under Section 4.13(b)(12) hereof.

       "Subsidiary Guaranty"  means  a  Guarantee  by  a  Subsidiary   Guarantor
permitted under Section 4.13(b)(12).

       "Underwriters"  means  Credit  Suisse First  Boston Corporation  and J.P.
Morgan Securities Inc.

       "Unrestricted Subsidiary" means:

              (1) any  Subsidiary   of  the   Company  that  at   the  time   of
determination  shall be  designated an  Unrestricted  Subsidiary by the Board of
Directors in the manner provided below; and

              (2) any Subsidiary of an  Unrestricted  Subsidiary.  The  Board of
Directors  may  designate any  Subsidiary  of the Company  (including  any newly
acquired  or newly  formed  Subsidiary  of the  Company)  to be an  Unrestricted
Subsidiary  unless such Subsidiary or any of its  Subsidiaries  owns any Capital
Stock or  Indebtedness  of, or owns or holds any Lien on any  property  of,  the
Company or any other  Subsidiary  of the Company that is not a Subsidiary of the
Subsidiary  to  be  so  designated;  provided,  however,  that  either  (A)  the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000,  such designation  would be permitted
under  Section  4.14.  The Board of Directors  may  designate  any  Unrestricted
Subsidiary to be a Restricted  Subsidiary;  provided,  however, that immediately
after giving  effect to such  designation  (A) the Company  could Incur $1.00 of
additional  Indebtedness  under  Section  4.13(a) and (B) no Default  shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be  evidenced  to the Trustee by promptly  filing with the Trustee a copy of the
resolution of the Board of Directors  giving effect to such  designation  and an
Officers'  Certificate  certifying  that  such  designation  complied  with  the
foregoing provisions.

       "Voting Stock"  of a Person means  all classes of  Capital Stock or other
interests (including  partnership interests) of such Person then outstanding and
normally  entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

       "Wholly Owned Subsidiary"  means a  Restricted Subsidiary all the Capital
Stock of which (other than  directors'  qualifying  shares or shares required by
applicable  law to be held by a Person  other than the  Company or a  Restricted
Subsidiary) is owned by the Company or one or more Wholly Owned Subsidiaries."

                                 Schedule I - 8





                                   SCHEDULE II

       "Affiliate" of any specified  Person means any other Person,  directly or
indirectly,  controlling  or  controlled  by or under direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  Person  means the power to direct the
management and policies of such Person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise;  and the terms
"controlling" and "controlled" have meanings  correlative to the foregoing.  For
purposes  of  Sections  4.14 and 4.15  only,  "Affiliate"  shall  also  mean any
beneficial  owner of Capital Stock  representing  5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or  warrants  to  purchase  such  Capital   Stock   (whether  or  not  currently
exercisable)  and any Person who would be an  Affiliate  of any such  beneficial
owner pursuant to the first sentence hereof.  For purposes of Section 4.16 only,
"Affiliate" shall not include Prize Energy Corp.

       "Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for  which  it is  exchangeable  at the  option  of the  holder)  or upon the
happening of any event:

              (1)   matures or is  mandatorily redeemable  pursuant to a sinking
fund obligation or otherwise;

              (2)   is convertible or  exchangeable at the  option of the holder
for Indebtedness or Disqualified Stock; or

              (3)   is mandatorily  redeemable or  must  be  purchased  upon the
occurrence of certain events or otherwise, in whole or in part,

in each case on or prior to the first  anniversary of the Stated Maturity of the
Notes;  provided,  however,  that any  Capital  Stock that would not  constitute
Disqualified  Stock but for provisions  thereof giving holders thereof the right
to  require  such  Person to  purchase  or redeem  such  Capital  Stock upon the
occurrence  of an "asset  sale" or "change of  control"  occurring  prior to the
first  anniversary  of the Stated  Maturity  of the Notes  shall not  constitute
Disqualified  Stock if (1) the "asset  sale" or "change of  control"  provisions
applicable to such Capital  Stock are not more  favorable to the holders of such
Capital Stock than the terms  applicable to the Debt Securities in Sections 4.15
and 4.17 of this Indenture and (2) any such requirement  only becomes  operative
after compliance with such terms applicable to the Notes, including the purchase
of any Debt Securities tendered pursuant thereto.

       "Indebtedness" means, with respect to any Person, at any date, any of the
following, without duplication:

              (1)   any liability, contingent or otherwise, of such Person

                    (A) 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),

                    (B)   evidenced  by  a  note,  bond,  debenture  or  similar
       instrument or

                    (C) for the payment of money relating to a Capitalized Lease
       Obligation or  other obligation  (whether issued or assumed)  relating to
       the deferred purchase price of property;

              (2) all conditional sale obligations and all obligations under any
title retention agreement  (even if the rights and  remedies of the seller under
such agreement in the  event of default are  limited to r epossession or sale of
such property);

              (3) all  obligations for the  reimbursement of any  obligor on any
letter of credit, banker's  acceptance or similar credit  transaction other than
as entered into in the ordinary course of business;

              (4) the amount of all  obligations of such  Person with respect to
the redemption,  repayment or other repurchase of any Disqualified Stock of such
Person or, with respect to any Preferred Stock of any Subsidiary of such Person,
the principal amount of such Preferred Stock to be determined in accordance with
the Indenture (but excluding, in each case, any accrued dividends);

              (5) all indebtedness of others  of the type referred to in clauses
(i) through (iv) hereof secured by (or for which the holder of such indebtedness
has an existing right,  contingent or otherwise,  to be secured by)  any Lien on


                                 Schedule II - 1





any asset or property  (including,  without limitation,  leasehold interests and
any other tangible or intangible  property) of such Person,  whether or not such
indebtedness  is assumed by such Person or is not otherwise  such Person's legal
liability;  provided that if the obligations so secured have not been assumed in
full by such Person or are otherwise not such Person's legal  liability in full,
the amount of such  indebtedness  for the purposes of this  definition  shall be
limited to the lesser of the amount of such indebtedness secured by such Lien or
the fair market value of the assets or the property securing such lien;

              (6) all indebtedness of  others of the type referred to in clauses
(i) through (v) hereof (including all interest and dividends on any Indebtedness
or  Preferred  Stock of any other  Person the  payment of which is)  guaranteed,
directly or indirectly,  by such Person or that is otherwise its legal liability
or which such Person has agreed to purchase or repurchase or in respect of which
such Person has agreed contingently to supply or advance funds; and

              (7) to the  extent  not  otherwise  included  in this  definition,
obligations in respect of Hedging Obligations.

Notwithstanding  the  preceding,  Indebtedness  shall not include  (a)  accounts
payable  arising in the ordinary  course of  business,  (b) any  obligations  in
respect of prepayments for gas or oil production or gas or oil  imbalances,  (c)
estimated asset  retirement  obligations  required to be recorded as liabilities
under GAAP, and (d) Production Payments and Reserve Sales.

       "Oil  and  Gas  Business"  means   (a)  the   acquisition,   exploration,
exploitation, development, production, operation and disposition of interests in
oil,  gas  and  other  hydrocarbon  properties,  (b) the  gathering,  marketing,
treating,  processing,  storage,  refining,  selling  and  transporting  of  any
production   from  such  interests  or  properties  and  products   produced  in
association  therewith,  (c) any power  generation and  electrical  transmission
business  and (d) any  business  or  activity  relating  to,  arising  from,  or
necessary,  appropriate  or  incidental  to  the  activities  described  in  the
foregoing clauses (a) through (c) of this definition.

       "Senior Indebtedness" means, with respect to a Person,

              (1) Indebtedness of such Person,  whether outstanding on the Issue
Date or thereafter Incurred, and

              (2) accrued and unpaid interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
such Person to the extent post-filing interest is allowed in such proceeding) in
respect  of  (A)  indebtedness  of  such  Person  for  money  borrowed  and  (B)
indebtedness evidenced by notes, debentures,  bonds or other similar instruments
for the payment of which such Person is responsible or liable

unless, in the case of (1) and (2), in the instrument creating or evidencing the
same or  pursuant  to which the same is  outstanding  it is  provided  that such
obligations  are  subordinate  in  right  of  payment  to the  Debt  Securities;
provided, however, that Senior Indebtedness of such Person shall not include:

              (1) any obligation of such Person to any Subsidiary,

              (2) any liability for Federal, state, local or other taxes owed or
owing by such Person,

              (3) any  accounts  payable or other  liability to  trade creditors
arising in the  ordinary  course of business  (including  guarantees  thereof or
instruments evidencing such liabilities),

              (4) any Indebtedness  of such Person  (and any  accrued and unpaid
interest in respect  thereof)  which is  subordinate or junior in any respect to
any other Indebtedness or other obligation of such Person or

              (5) that  portion  of  any  Indebtedness  which  at  the  time  of
Incurrence is Incurred in violation of this Indenture.

       "Temporary Cash Investments" means any of the following:

              (1) any investment in  direct obligations  of the United States of
America or any agency thereof  or obligations guaranteed by the United States of
America or any agency thereof,

              (2) investments in time deposit accounts,  certificates of deposit
and money market  deposits  maturing  within 180 days of the date of acquisition
thereof  issued by a bank or trust company which is organized  under the laws of


                                 Schedule II - 2





the  United  States  of  America,  any  state  thereof  or any  foreign  country
recognized by the United States of America,  and which bank or trust company has
capital,  surplus and undivided profits aggregating in excess of $50,000,000 (or
the foreign currency  equivalent thereof) and has outstanding debt that is rated
"A" (or such  similar  equivalent  rating) or higher by at least one  nationally
recognized  statistical  rating  organization  (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer
or mutual fund distributor,

              (3) repurchase  obligations with  a term  of not more than 30 days
for  underlying  securities  of the types  described in clause (1) above entered
into with a bank meeting the qualifications described in clause (2) above,

              (4) investments  in  commercial  paper,  maturing not more than 90
days  after the date of  acquisition,  issued by a  corporation  (other  than an
Affiliate  of the  Company)  organized  and in  existence  under the laws of the
United States of America or any foreign country  recognized by the United States
of America with a rating at the time as of which any investment  therein is made
of "P-1" (or higher) according to Moody's Investors Services,  Inc. or "A-1" (or
higher) according to Standard and Poor's Ratings Group, and

              (5) investments in  securities with  maturities of  six  months or
less from the date of  acquisition  issued  or fully  guaranteed  by any  state,
commonwealth  or territory of the United States of America,  or by any political
subdivision or taxing  authority  thereof,  and rated at least "A" by Standard &
Poor's Ratings Group or "A" by Moody's Investors Services, Inc.


                                 Schedule II - 3





                                  SCHEDULE III


       Section 4.13.  Limitation on Indebtedness.

              (a) The Company  shall not,  and shall  not permit  any Restricted
Subsidiary  to,  Incur,  directly or  indirectly,  any  Indebtedness;  provided,
however,  that the Company and its Restricted  Subsidiaries shall be entitled to
Incur  Indebtedness  if, on the date of such  Incurrence and after giving effect
thereto on a pro forma basis,  no Default has occurred and is continuing and the
Consolidated Coverage Ratio exceeds 2.0 to 1.

              (b) Notwithstanding  the foregoing  paragraph  (a),  so long as no
Default  has  occurred  and  is  continuing,  the  Company  and  the  Restricted
Subsidiaries   shall  be  entitled  to  Incur  any  or  all  of  the   following
Indebtedness:

                    (1) Indebtedness  Incurred pursuant  to the Credit Facility,
       including   any    amendment,    modification,   supplement,   extension,
       restatement, replacement  (including replacement after the termination of
       such Credit Facility), restructuring,  increase,  renewal, or Refinancing
       thereof from  time to time  in one  or more  agreements  or  instruments;
       provided, however, that, after giving effect to any such Incurrence, the
       aggregate principal amount of such Indebtedness then outstanding does not
       exceed the  greater of  (i) $675.0 million  less the sum of all principal
       payments since April 11, 2000, with respect to such Indebtedness pursuant
       to Section 4.16(a)(3)(A) and (ii) the sum of (x) $100 million and (y) 20%
       of the  Adjusted  Consolidated Net  Tangible  Assets determined as of the
       date of the Incurrence of such Indebtedness;

                    (2) Indebtedness  owed  to  and  held  by  the  Company or a
       Restricted Subsidiary; provided, however, that any subsequent issuance or
       transfer of  any Capital  Stock  which  results in  any  such  Restricted
       Subsidiary  ceasing  to be a  Restricted  Subsidiary  or  any  subsequent
       transfer of such Indebtedness (other than to the  Company or a Restricted
       Subsidiary) shall be deemed,  in each case,  to constitute the Incurrence
       of such Indebtedness by the obligor thereon;

                    (3)   the Debt Securities;

                    (4) Indebtedness  outstanding on  April 11, 2000 (other than
       Indebtedness  described  in  clause  (1),  (2) or  (3)  of  this  Section
       4.13(b));

                    (5) Indebtedness  of a  Restricted  Subsidiary  Incurred and
       outstanding on or prior to the date on which such Subsidiary was acquired
       by the Company (other than  Indebtedness Incurred in connection with,  or
       to provide all or any  portion of the funds or credit support utilized to
       consummate, the transaction or series of related transactions pursuant to
       which  such  Subsidiary  became a  Subsidiary  or  was  acquired  by  the
       Company);

                    (6) Refinancing  Indebtedness  in  respect  of  Indebtedness
       Incurred  pursuant to  Section  4.13(a) or pursuant to clause (3), (4) or
       (5) of this Section 4.13(b) or this clause (6); provided,  however,  that
       to  the  extent  such  Refinancing  Indebtedness  directly or  indirectly
       Refinances Indebtedness of a  Subsidiary Incurred pursuant to clause (5),
       such Refinancing Indebtedness shall be Incurred only by such Subsidiary;

                    (7) Hedging   Obligations   consisting   of  Interest   Rate
       Protection  Agreements directly  related to  Indebtedness permitted to be
       Incurred by the Company pursuant to this Indenture;

                    (8)   Non-Recourse Indebtedness;

                    (9) Indebtedness    in    respect   of   bid,   performance,
       reimbursement or surety  obligations issued  by or for the account of the
       Company or any Restricted  Subsidiary in the ordinary course of business,
       including Guarantees and  letters of credit functioning as or supporting
       such bid, performance,  reimbursement or surety obligations (in each case
       other than for an obligation for money borrowed);

                    (10) Indebtedness  consisting of  obligations in  respect of
       purchase  price  adjustments,  indemnities or  Guarantees of  the same or
       similar  matters in  connection with  the  acquisition or  disposition of
       Property;

                                Schedule III - 1





                    (11)  Indebtedness    under   Commodity   Price   Protection
       Agreements and  Currency Exchange  Protection Agreements  entered into in
       the ordinary  course of business for  the purpose of  limiting risks that
       arise  in  the  ordinary  course  of  business  of  the  Company  and its
       Restricted Subsidiaries;

                    (12) Indebtedness  consisting of the Subsidiary Guarantee of
       the Guarantor  (including any reinstatement of such Subsidiary Guarantee)
       and any Subsidiary Guarantee by the  Company or a Subsidiary Guarantor of
       Indebtedness  Incurred pursuant to paragraph  (a) or  pursuant to  clause
       (1), (2), (3), (4), (7), (11) or (13)  or pursuant  to clause  (6) to the
       extent  the  Refinancing  Indebtedness  Incurred  thereunder  directly or
       indirectly  Refinances Indebtedness Incurred pursuant to paragraph (a) or
       pursuant to clauses (3) or (4); and

                    (13) Indebtedness  in an  aggregate  principal amount which,
       when  taken  together  with   all  other   Indebtedness  of  the  Company
       outstanding  on the  date of  such  Incurrence  (other than  Indebtedness
       permitted by clauses (1) through (12) of this Section 4.13(b)  or Section
       4.13(a)), does not exceed $50 million.

              (c) Notwithstanding  the foregoing,  neither the  Company  nor any
Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section 4.13(b) if
the  proceeds  thereof  are used,  directly  or  indirectly,  to  Refinance  any
Subordinated  Obligations of the Company or a Subsidiary  Guarantor  unless such
Indebtedness  shall be  subordinated to the Debt Securities or to the Subsidiary
Guaranty  of such  Subsidiary  Guarantor  to at least  the same  extent  as such
Subordinated Obligations.

              (d) For purposes of determining compliance with this Section 4.13,
(1) in the event that an item of  Indebtedness  meets the  criteria of more than
one of the types of  Indebtedness  described  herein,  the Company,  in its sole
discretion,  shall classify such item of  Indebtedness at the time of Incurrence
and only be required to include the amount and type of such  Indebtedness in one
of the above  clauses and (2) the Company  shall be entitled at the time of such
Incurrence  to divide and classify an item of  Indebtedness  in more than one of
the types of Indebtedness described herein.

              (e) For purposes  of determining  compliance with  any U.S. dollar
denominated restriction on the Incurrence of Indebtedness where the Indebtedness
Incurred is denominated in a different currency, the amount of such Indebtedness
will be the U.S. Dollar  Equivalent  determined on the date of the Incurrence of
such Indebtedness,  provided, however, that if any such Indebtedness denominated
in a different currency is subject to a Currency Exchange  Protection  Agreement
with  respect to U.S.  dollars  covering  all  principal,  premium,  if any, and
interest payable on such Indebtedness, the amount of such Indebtedness expressed
in  U.S.  dollars  will be as  provided  in such  Currency  Exchange  Protection
Agreement.  The principal amount of any Refinancing Indebtedness Incurred in the
same  currency as the  Indebtedness  being  Refinanced  will be the U.S.  Dollar
Equivalent of the  Indebtedness  Refinanced,  except to the extent that (1) such
U.S. Dollar  Equivalent was determined based on a Currency  Exchange  Protection
Agreement,  in which case the  Refinancing  Indebtedness  will be  determined in
accordance  with the preceding  sentence,  and (2) the  principal  amount of the
Refinancing  Indebtedness exceeds the principal amount of the Indebtedness being
Refinanced,  in which case the U.S.  Dollar  Equivalent of such excess,  will be
determined on the date such Refinancing Indebtedness is Incurred.

       Section 4.14.  Limitation on Restricted Payments.

              (a) The Company  shall not,  and shall  not permit any  Restricted
Subsidiary, directly or indirectly,  to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

                    (1)  a  Default shall  have  occurred and  be continuing (or
       would result therefrom);

                    (2)  the  Company  is not  entitled to  Incur  an additional
       $1.00  of  Indebtedness  under  Section 4.13(a); or

                    (3)  the aggregate amount of such Restricted Payment and all
       other Restricted Payments since April 11,  2000,  would exceed the sum of
       (without duplication):

                          (A) 50% of the Consolidated Net Income  accrued during
              the period  (treated as one accounting period) from July 1,  2000,
              to the end of the  most recent fiscal  quarter ending  at least 45
              days prior to  the date of such  Restricted Payment  (or,  in case
              such  Consolidated Net Income  shall be a  deficit,  minus 100% of
              such deficit); plus


                                Schedule III - 2





                          (B) 100% of the  aggregate Net Cash  Proceeds received
              by the  Company from  the issuance  or sale  of its  Capital Stock
              (other than Disqualified Stock) after April 11,  2000  (other than
              an issuance or sale to a Subsidiary of the  Company and other than
              an issuance or  sale to an  employee stock  ownership plan or to a
              trust  established by the  Company or any of its  Subsidiaries for
              the benefit of their  employees)  and  100% of  any  cash  capital
              contribution  received by the Company  from its shareholders after
              April 11, 2000; plus

                          (C) the amount by which Indebtedness of the Company is
              reduced  on the  Company's  balance sheet  upon the  conversion or
              exchange (other than by  a Subsidiary of the Company)  after April
              11,  2000,  of any  Indebtedness of  the  Company  convertible  or
              exchangeable for Capital Stock  (other than Disqualified Stock) of
              the Company (less the amount of any cash, or the fair value of any
              other property, distributed by the Company upon such conversion or
              exchange); plus

                          (D) an  amount  equal  to  the  sum  of  (x)  the  net
              reduction in the Investments  (other than  Permitted  Investments)
              made  by the  Company or any  Restricted  Subsidiary in any Person
              resulting  from  repurchases,  repayments or  redemptions  of such
              Investments by such Person,  proceeds realized on the sale of such
              Investment, proceeds representing the return of capital (excluding
              dividends and distributions), in each case received by the Company
              or any Restricted Subsidiary and  (y) to the extent such Person is
              an  Unrestricted  Subsidiary,  the  portion  (proportionate to the
              Company's equity interest in  such Subsidiary)  of the fair market
              value of  the net assets of such  Unrestricted  Subsidiary  at the
              time  such  Unrestricted  Subsidiary  is  designated a  Restricted
              Subsidiary;  provided,  however,  that the foregoing sum shall not
              exceed, in the case of any such Person or Unrestricted Subsidiary,
              the  amount  of  Investments   (excluding  Permitted  Investments)
              previously made  (and treated  as a  Restricted  Payment)  by  the
              Company  or  any   Restricted   Subsidiary  in   such  Person   or
              Unrestricted Subsidiary; plus

                          (E)$25 million.

              (b)   The provisions of Section 4.14(a) shall not prohibit:

                    (1) any Restricted Payment  (other than a Restricted Payment
       described in clause  (1) of the definition of  "Restricted Payment") made
       out of the Net Cash Proceeds of the substantially concurrent sale of,  or
       made  by  exchange  for,  Capital  Stock  of  the  Company   (other  than
       Disqualified  Stock  and other  than  Capital  Stock issued or  sold to a
       Subsidiary of the  Company or an  employee stock  ownership  plan or to a
       trust  established by the  Company or  any  of its  Subsidiaries  for the
       benefit of their employees)  or a substantially  concurrent  cash capital
       contribution  received by the  Company from its  shareholders;  provided,
       however,  that  (A) such  Restricted  Payment  shall be  excluded  in the
       calculation  of the  amount of  Restricted Payments and  (B) the Net Cash
       Proceeds from such sale or such cash capital contribution  (to the extent
       so  used  for  such  Restricted  Payment)  shall  be  excluded  from  the
       calculation of amounts under Section 4.14(a)(3)(B);

                    (2) any  purchase,  repurchase,  redemption,  defeasance  or
       other acquisition or retirement for  value of Subordinated Obligations of
       the Company or a Subsidiary Guarantor made by exchange for, or out of the
       proceeds of the  substantially concurrent sale of,  Indebtedness which is
       permitted  to be Incurred  pursuant to Section 4.13;  provided,  however,
       that   such  purchase,   repurchase,  redemption,   defeasance  or  other
       acquisition or retirement for  value shall be excluded in the calculation
       of the amount of Restricted Payments;

                    (3) dividends  paid  within  60  days   after  the  date  of
       declaration  thereof if  at such  date of declaration such dividend would
       have  complied  with this  Section  4.14;  provided,  however,  that such
       dividend shall be included in the calculation of the amount of Restricted
       Payments; or

                    (4) so long as no Default has occurred and is continuing the
       repurchase  or other  acquisition of  shares of or  options  to  purchase
       shares of,  Capital Stock of the  Company or any of its Subsidiaries from
       employees, former employees, directors or former directors of the Company
       or any of its Subsidiaries  (or permitted  transferees of such employees,
       former employees,  directors or former directors),  pursuant to the terms
       of  the  agreements   (including  employment  agreements)  or  plans  (or
       amendments thereto)  approved by the  Board of Directors under which such
       individuals  purchase or sell or are  granted the  option to  purchase or
       sell, shares of such Capital Stock; provided, however, that the aggregate
       amount  of such  repurchases and other  acquisitions shall not  exceed $3
       million  in any calendar  year;  provided  further,  however,  that  such
       repurchases and other acquisitions  shall be excluded in the  calculation
       of the amount of Restricted Payments.

                                Schedule III - 3





       Section 4.15.  Limitation on Sales of Assets and Subsidiary Stock.

              (a) The  Company  shall not,  and shall not  permit any Restricted
Subsidiary to, directly or indirectly,  consummate any Asset Disposition  unless
(1) the Company or such Restricted Subsidiary receives consideration at the time
of such Asset  Disposition at least equal to the fair market value (including as
to the value of all non-cash consideration),  as determined in good faith by the
Board of Directors,  of the shares and assets subject to such Asset Disposition;
(2) at least 75% of the  consideration  thereof  received by the Company or such
Restricted  Subsidiary  is in the form of  cash,  cash  equivalents,  Additional
Assets  or  any  combination  thereof  ("Permitted  Consideration");   provided,
however, that the Company and its Restricted  Subsidiaries shall be permitted to
receive  Property other than Permitted  Consideration,  so long as the aggregate
fair market value, as determined in the good faith of the Board of Directors, of
all such  Property  other  than  Permitted  Consideration  received  from  Asset
Dispositions and held by the Company and the Restricted  Subsidiaries at any one
time shall not exceed 10% of Adjusted  Consolidated Net Tangible Assets; and (3)
an amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted  Subsidiary,  as the case may be) (A)
first,  to the extent the  Company  elects (or is  required  by the terms of any
Indebtedness),  to prepay,  repay, redeem or purchase Senior Indebtedness of the
Company or  Indebtedness  (other than any  Disqualified  Stock) of a  Restricted
Subsidiary  (in each case  other  than  Indebtedness  owed to the  Company or an
Affiliate  of the  Company)  within  one year from the later of the date of such
Asset  Disposition or the receipt of such Net Available Cash; (B) second, to the
extent of the balance of such Net Available Cash after application in accordance
with clause (A), to the extent the Company elects, to acquire  Additional Assets
within  one year from the  later of the date of such  Asset  Disposition  or the
receipt of such Net Available  Cash; and (C) third, to the extent of the balance
of such Net Available Cash after  application in accordance with clauses (A) and
(B), to make an Offer to the holders of the Debt  Securities  (and to holders of
other Senior  Indebtedness of the Company designated by the Company) to purchase
Debt Securities (and such other Senor  Indebtedness)  pursuant to and subject to
the conditions of Section 4.15(b);  provided,  however,  that in connection with
any prepayment,  repayment or purchase of Indebtedness pursuant to clause (A) or
(C) above, the Company or such Restricted  Subsidiary shall  permanently  retire
such  Indebtedness  and shall cause the related loan  commitment  (if any) to be
permanently  reduced  in an amount  equal to the  principal  amount so  prepaid,
repaid or purchased.  Notwithstanding  the foregoing  provisions of this Section
4.15, the Company and the Restricted Subsidiaries shall not be required to apply
any Net Available  Cash in accordance  with this Section  4.15(a)  except to the
extent that the aggregate Net Available Cash from all Asset  Dispositions  which
are not applied in accordance  with this Section  4.15(a) exceeds $20.0 million.
Pending application of Net Available Cash pursuant to this Section 4.15(a), such
Net Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.

       For the purposes of this Section 4.15(a),  the following are deemed to be
cash or cash  equivalents:  (1) the assumption of Indebtedness of the Company or
any  Restricted  Subsidiary  and the release of the  Company or such  Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition  and  (2)  securities  received  by the  Company  or any  Restricted
Subsidiary  from the  transferee  that are promptly  converted by the Company or
such Restricted Subsidiary into cash.

              (b) In the  event  of  an  Asset  Disposition  that  requires  the
purchase of Debt Securities (and other Senior Indebtedness) pursuant to Section
4.15(a)(3)(C),  the Company shall purchase Debt Securities  tendered pursuant to
an  offer  by the  Company  for  the  Debt  Securities  and  such  other  Senior
Indebtedness (the "Offer") at a purchase price of 100% of their principal amount
(or, in the event such other  Senior  Indebtedness  was issued with  significant
original issue discount,  100% of the accreted value thereof),  without premium,
plus  accrued  but  unpaid  interest  (or,  in  respect  of  such  other  Senior
Indebtedness,  such lesser price, if any, as may be provided for by the terms of
such  Senior   Indebtedness  in  accordance   with  the  procedures   (including
prorationing in the event of over subscription) set forth in Section 4.15(c). If
the  aggregate   purchase  price  of  Debt  Securities  (and  any  other  Senior
Indebtedness  tendered  pursuant to the Offer)  exceeds the Net  Available  Cash
allotted to their  purchase,  the Company shall select the Debt  Securities  and
other  Senior  Indebtedness  to be  purchased  on a pro rata  basis but in round
denominations, which in the case of the Debt Securities will be denominations of
$1,000 principal amount or multiples thereof.  The Company shall not be required
to make an Offer to purchase  Debt  Securities  (and other  Senior  Indebtedness
pursuant to this Section 4.15 if the Net Available  Cash  available  therefor is
less than $20.0  million  (which  lesser  amount  shall be carried  forward  for
purposes of  determining  whether such an Offer is required  with respect to the
Net Available Cash from any subsequent Asset Disposition).

                    (c) (1) Promptly,  and in any event within 10 days after the
       Company becomes obligated to make an Offer,  the Company shall deliver to
       the Trustee  and send,  by first-class  mail to  each  Holder,  a written
       notice  stating  that the  Holder may  elect to have his  Debt Securities
       purchased by the Company either in whole or in part (subject to prorating
       as described in Section 4.15(b) in the event the Offer is oversubscribed)
       in integral  multiples of  $1,000 of principal amount,  at the applicable

                                Schedule III - 4





       purchase price.  The notice shall specify a  purchase date not  less than
       30 days  nor  more  than  60 days  after the  date  of  such notice  (the
       "Purchase Date")  and shall  contain  such  information  concerning   the
       business  of the  Company which the  Company in good  faith believes will
       enable such Holders to make an informed decision (which at a minimum will
       include (A) the most recently filed Annual Report on Form 10-K (including
       audited  consolidated financial  statements)  of the  Company,  the  most
       recent subsequently filed  Quarterly Report on Form 10-Q and any  Current
       Report on  Form 8-K of the  Company  filed subsequent to  such  Quarterly
       Report,   other  than  Current  Reports   describing  Asset  Dispositions
       otherwise described in the offering materials (or corresponding successor
       reports),  (B) a  description of  material developments in the  Company's
       business subsequent to the date of the latest of such Reports, and (C) if
       material,   appropriate   pro  forma   financial  information)   and  all
       instructions and  materials  necessary to tender Debt Securities pursuant
       to the Offer, together with the information contained in clause (3).

                    (2) Not later than the  date upon which written notice of an
       Offer is  delivered to the  Trustee as provided below,  the Company shall
       deliver to the Trustee an Officers'  Certificate as to  (A) the amount of
       the Offer  (the "Offer Amount"),  including  information as  to any other
       Senior Indebtedness included in the Offer,  (B) the allocation of the Net
       Available Cash from the  Asset Dispositions pursuant  to which such Offer
       is being  made  and  (C) the  compliance  of  such  allocation  with  the
       provisions of  Section 4.15(a) and (b).  On such date,  the Company shall
       also irrevocably  deposit with the Trustee or with a Paying Agent (or, if
       the Company  is acting  as its own  Paying Agent,  segregate and  hold in
       trust) in  Temporary Cash Investments,  maturing on the last day prior to
       the  Purchase Date or on the  Purchase  Date  if  funds  are  immediately
       available by open of business,  an amount equal to the Offer Amount to be
       held for payment  in accordance with the  provisions of this Section.  If
       the Offer  includes other  Senior Indebtedness,  the deposit described in
       the preceding sentence may be made  with any other  paying agent pursuant
       to arrangements satisfactory to the  Trustee.  Upon the expiration of the
       period for which the Offer remains open (the "Offer Period"), the Company
       shall  deliver  to the  Trustee for  cancellation the  Debt Securities or
       portions  thereof which  have been  properly  tendered  to and  are to be
       accepted by the Company. The Trustee shall, on the Purchase Date, mail or
       deliver  payment  (or cause the  delivery of payment)  to each  tendering
       Holder  in the  amount  of the  purchase  price.  In the  event  that the
       aggregate purchase price of the Debt  Securities delivered by the Company
       to the  Trustee is  less than  the Offer  Amount  applicable to  the Debt
       Securities,   the  Trustee  shall  deliver  the  excess  to  the  Company
       immediately after the  expiration of the  Offer Period for application in
       accordance with this Section 4.15.

                    (3) Holders electing to have a Debt Security purchased shall
       be required to surrender the Debt Security, with an appropriate form duly
       completed, to the Company at the address specified in the notice at least
       three Business Days prior to the Purchase Date. Holders shall be entitled
       to withdraw  their election if the  Trustee or the  Company  receives not
       later  than  one  Business Day  prior  to  the  Purchase  Date,  a telex,
       facsimile transmission or  letter setting forth  the name of  the Holder,
       the principal  amount  of the  Debt  Security  which  was  delivered  for
       purchase by the  Holder and a  statement that such  Holder is withdrawing
       his  election to  have such  Debt Security purchased.  Holders whose Debt
       Securities are purchased only in part shall be issued new Debt Securities
       equal in  principal  amount  to  the  unpurchased  portion  of  the  Debt
       Securities surrendered.

                    (4) At the time the Company  delivers Debt Securities to the
       Trustee  which are to be  accepted for purchase,  the Company  shall also
       deliver an Officers' Certificate stating  that such Debt Section.  A Debt
       Security shall be  deemed to have been  accepted for purchase at the time
       the Trustee,  directly or  through an  agent,  mails or  delivers payment
       therefor to the surrendering Holder.

              (d) The Company shall comply,  to the extent applicable,  with the
requirements of Section 14(e) of the Exchange Act and any other  securities laws
or regulations in connection with the repurchase of Debt Securities  pursuant to
this  Section.  To the extent  that the  provisions  of any  securities  laws or
regulations  conflict with provisions of this Section,  the Company shall comply
with the applicable  securities  laws and regulations and shall not be deemed to
have  breached its  obligations  under this Section by virtue of its  compliance
with such securities laws or regulations.

       Section 4.16.  Limitation on Affiliate Transactions.

              (a) The Company  shall not,  and shall  not  permit any Restricted
Subsidiary  to,  enter into or permit to exist any  transaction  (including  the
purchase,  sale,  lease  or  exchange  of any  property,  employee  compensation
arrangements  or the rendering of any service) with any Affiliate of the Company
(an "Affiliate  Transaction") unless (1) the terms thereof are no less favorable
to the Company or such  Restricted  Subsidiary than those that could be obtained
at the time of such  transaction in  arm's-length  dealings with a Person who is
not an Affiliate; (2) if such Affiliate Transaction involves an amount in excess

                                Schedule III - 5





of $1.0 million but less than $5.0 million,  an officer of the Company certifies
that such  Affiliate  Transaction  complies  with clause (1) of this  paragraph,
evidenced by an  Officer's  Certificate  delivered  to the Trustee;  (3) if such
Affiliate  Transaction  involves an amount equal to or in excess of $5.0 million
but less than $20.0  million,  the terms of the  Affiliate  Transaction  are set
forth in writing and a majority  of the  non-employee  directors  of the Company
disinterested  with respect to such Affiliate  Transactions  have  determined in
good faith that the  criteria  set forth in clause  (1) are  satisfied  and have
approved the relevant Affiliate Transaction as evidenced by a Board of Directors
resolution; and (4) if such Affiliate Transaction involves an amount equal to or
in excess of $20.0  million,  the Board of Directors  shall also have received a
written opinion from an investment  banking firm of national  prominence that is
not an Affiliate of the Company to the effect that such Affiliate Transaction is
fair,  from  a  financial   standpoint,   to  the  Company  and  its  Restricted
Subsidiaries.

              (b) The  provisions of Section  4.16(a) shall not prohibit (1) any
Investment  or other  Restricted  Payment,  in each  case  permitted  to be made
pursuant to Section 4.14;  (2) any issuance of  securities,  or other  payments,
awards or grants in cash,  securities  or otherwise  pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans approved by
the  Board of  Directors,  (3)  loans or  advances  to  officers,  directors  or
employees  in the ordinary  course of business of the Company or its  Restricted
Subsidiaries; (4) the payment of reasonable fees to directors of the Company and
its  Restricted  Subsidiaries  who  are  not  employees  of the  Company  or its
Restricted  Subsidiaries;  (5) any transaction  with a Restricted  Subsidiary or
joint venture or similar entity which would constitute an Affiliate  Transaction
solely because the Company or a Restricted Subsidiary owns an equity interest in
or otherwise  controls  such  Restricted  Subsidiary,  joint  venture or similar
entity;  (6) the issuance or sale of any Capital Stock (other than  Disqualified
Stock) of the Company;  (7)  indemnities of officers,  directors or employees of
the Company or any Subsidiary consistent with such Person's charter,  bylaws and
applicable  statutory  provisions;  (8) any  severance or  employment  agreement
entered  into  by the  Company  or any of  its  Restricted  Subsidiaries  in the
ordinary  course of business;  and (9) any transaction or series of transactions
pursuant to any agreement or obligation of the Company or any of its  Restricted
Subsidiaries in effect on the Issue Date.

       Section 4.17.  Change of Control.

              (a) Upon the occurrence of a Change of Control,  each Holder shall
have  the  right to  require  that  the  Company  purchase  such  Holder's  Debt
Securities  at a purchase  price in cash equal to 101% of the  principal  amount
thereof  plus  accrued  and unpaid  interest,  if any,  to the date of  purchase
(subject  to the  right of  holders  of record on the  relevant  record  date to
receive interest on the relevant  interest payment date), in accordance with the
terms contemplated in Section 4.17(b).

              (b) Within 30 days  following any  Change of Control,  the Company
shall mail a notice to each Holder with a copy to the  Trustee  (the  "Change of
Control Offer") stating:

                    (1) that a  Change of  Control  has  occurred and  that such
       Holder  has the  right to require  the Company to purchase  such Holder's
       Debt  Securities  at a  purchase  price  in  cash  equal to  101%  of the
       principal amount thereof plus accrued and unpaid interest, if any, to the
       date of  purchase  (subject to  the right  of  Holders of  record  on the
       relevant record date to receive interest on the relevant interest payment
       date);

                    (2) the  circumstances  and  relevant  facts  regarding such
       Change  of  Control  (including  information  with  respect to  pro forma
       historical  income and  capitalization,  each after giving effect to such
       Change of Control);

                    (3) the purchase date  (which  shall be  no earlier  than 30
       days nor later than 60 days from the date such notice is mailed); and

                    (4) the instructions  determined by the Company,  consistent
       with this Section,  that a Holder must  follow in  order to have its Debt
       Securities purchased.

              (c) Holders  electing to  have a Debt  Security  purchased will be
required  to  surrender  the  Debt  Security,  with  an  appropriate  form  duly
completed,  to the Company at the address specified in the notice at least three
Business Days prior to the purchase  date.  Holders will be entitled to withdraw
their  election  if the  Trustee  or the  Company  receives  not later  than one
Business  Day  prior  to  the  purchase  date,  a  telegram,   telex,  facsimile
transmission  or letter  setting  forth the name of the  Holder,  the  principal
amount of the Debt Security which was delivered for purchase by the Holder and a
statement  that  such  Holder  is  withdrawing  his  election  to have such Debt
Security purchased.

                                Schedule III - 6




              (d) On the  purchase date,  all Debt  Securities  purchased by the
Company  under this Section shall be delivered by the Company to the Trustee for
cancellation,  and the Company  shall pay the  purchase  price plus  accrued and
unpaid interest, if any, to the Holders entitled thereto.

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

              (f) The Company shall comply,  to the extent applicable,  with the
requirements of Section 14(e) of the Exchange Act and any other  securities laws
or regulations in connection with the repurchase of Debt Securities  pursuant to
this  Section.  To the extent  that the  provisions  of any  securities  laws or
regulations  conflict with provisions of this Section,  the Company shall comply
with the applicable  securities  laws and regulations and shall not be deemed to
have  breached its  obligations  under this Section by virtue of its  compliance
with such securities laws or regulations.

       Section 4.18. Suspension of Covenants.  During any  period time  that (a)
the Notes have an Investment Grade Rating from either of the Rating Agencies and
(b) no Default or Event of Default  has  occurred  and is  continuing  under the
Indenture,  the Company and the Restricted  Subsidiaries  will not be subject to
the  provisions  in  Sections  4.13,  4.14,  4.15  and  4.16  of  the  Indenture
(collectively, the "Suspended Covenants"). In the event that the Company and the
Restricted  Subsidiaries  are not  subject to the  Suspended  Covenants  for any
period of time as a result of the preceding sentence and,  subsequently,  one or
both of the Rating  Agencies  withdraws  its ratings or  downgrades  the ratings
assigned to the Notes below the required  Investment  Grade  Ratings so that the
Notes do not have an  Investment  Grade Rating from either Rating  Agency,  or a
Default or Event of Default occurs and is  continuing,  then the Company and the
Restricted  Subsidiaries  will  thereafter  again be  subject  to the  Suspended
Covenants and compliance with the Suspended Covenants with respect to Restricted
Payments made after the time of such withdrawal,  downgrade, Default or Event of
Default  will be  calculated  in  accordance  with the terms of Section  4.14 as
though such  covenant had been in effect  during the entire  period of time from
the date the Notes are issued.


                                Schedule III - 7