<PAGE>

                                                                    EXHIBIT 4.1





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



                             BEAZER HOMES USA, INC.



                                       TO


                           [Name of Indenture Trustee]

                                Indenture Trustee



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


                                    Indenture

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


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

                                 Debt Securities




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



<PAGE>



                             BEAZER HOMES USA, INC.

                      Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of _______________, 199_.



<TABLE>
<CAPTION>
           Trust Indenture
             Act Section                                                    INDENTURE SECTION
           ----------------------------------------------------------------------------------

           <S>                                                              <C>
            Section 310(a)(1)............................................         6.07
                       (a)(2)............................................         6.07
                          (b)............................................   6.07, 6.08
               Section 312(c)............................................         7.01
               Section 313(a)............................................         7.02
                          (c)............................................         7.02
               Section 314(a)............................................         7.03
                       (a)(4)............................................       1.0.09
                       (c)(1)............................................         1.02
                       (c)(2)............................................         1.02
                          (e)............................................         1.02
               Section 315(b)............................................         6.01
               Section 316(a) (last sentence)............................         1.01  ("Outstanding")
                    (a)(1)(A)............................................   5.02, 5.12
                    (a)(1)(B)............................................         5.13
                          (b)............................................         5.08
            Section 317(a)(1)............................................         5.03
                       (a)(2)............................................         5.04
               Section 318(a)............................................         1.11
                          (c)............................................         1.11

</TABLE>

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


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

                  Attention should also be directed to Section 318(c) of the
Trust Indenture Act, which provides that the provisions of Sections 310 to and
including 317 of the Trust Indenture Act are a part of and govern every
qualified indenture, whether or not physically contained therein.

<PAGE>



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                     PAGE
                                                                                     ----

<S>                                                                                  <C>
RECITALS OF THE COMPANY............................................................   1

ARTICLE I     DEFINITIONS AND OTHER PROVISIONS OF
              GENERAL APPLICATION..................................................   1
         SECTION 1.01    Definitions...............................................   1
         SECTION 1.02    Compliance Certificates and Opinions......................  11
         SECTION 1.03    Form of Documents Delivered to Indenture Trustee..........  12
         SECTION 1.04    Acts of Holders...........................................  12
         SECTION 1.05    Notices, etc., to Indenture Trustee and Company...........  14
         SECTION 1.06    Notice to Holders; Waivers................................  15
         SECTION 1.07    Counterparts: Effect of Headings and Table of Contents....  16
         SECTION 1.08    Successors and Assigns....................................  16
         SECTION 1.09    Severability Clause.......................................  16
         SECTION 1.10    Benefits of Indenture.....................................  16
         SECTION 1.11    Governing Law.............................................  17
         SECTION 1.12    Legal Holidays............................................  17
         SECTION 1.13    Immunity of Shareholders, Trustees, Officers and Agents
                         of the Company............................................  17
         SECTION 1.14    Conflict with Trust Indenture Act.........................  17

ARTICLE II    SECURITIES FORMS.....................................................  18
         SECTION 2.01    Forms of Securities.......................................  18
         SECTION 2.02    Form of Indenture Trustee's Certificate of Authentication.  18
         SECTION 2.03    Securities Issuable in Global Form........................  19

ARTICLE III   THE SECURITIES.......................................................  20
         SECTION 3.01    Amount Unlimited; Issuable in Series......................  20
         SECTION 3.02    Denominations.............................................  24
         SECTION 3.03    Execution, Authentication, Delivery and Dating............  25
         SECTION 3.04    Temporary Securities......................................  27
         SECTION 3.05    Registration, Registration of Transfer and Exchange.......  30
         SECTION 3.06    Mutilated, Destroyed, Lost and Stolen Securities..........  34
         SECTION 3.07    Payment of Interest: Interest Rights Preserved............  35
         SECTION 3.08    Persons Deemed Owners.....................................  37
         SECTION 3.09    Cancellation..............................................  39
         SECTION 3.10    Computation of Interest...................................  39

</TABLE>
                                      -i-

<PAGE>

<TABLE>


<S>                                                                                  <C>
ARTICLE IV    SATISFACTION AND DISCHARGE...........................................  39
         SECTION 4.01    Satisfaction and Discharge of Indenture...................  39
         SECTION 4.02    Application of Trust Funds................................  41


ARTICLE V     REMEDIES.............................................................  41
         SECTION 5.01    Events of Default.........................................  41
         SECTION 5.02    Acceleration of Maturity: Rescission and Annulment........  43
         SECTION 5.03    Collection of Indebtedness and Suits for Enforcement by
                         Indenture Trustee.........................................  44
         SECTION 5.04    Indenture Trustee May File Proofs of Claim................  45
         SECTION 5.05    Indenture Trustee May Enforce Claims Without Possession of
                         Securities or Coupons.....................................  46
         SECTION 5.06    Application of Money Collected............................  46
         SECTION 5.07    Limitation on Suits.......................................  47
         SECTION 5.08    Unconditional Right of Holders to Receive Principal,
                         Premium, if any, Interest and Additional Amounts..........  48
         SECTION 5.09    Restoration of Rights and Remedies........................  48
         SECTION 5.10    Rights and Remedies Cumulative............................  48
         SECTION 5.11    Delay or Omission Not Waiver..............................  49
         SECTION 5.12    Control by Holders of Securities..........................  49
         SECTION 5.13    Waiver of Past Defaults...................................  49
         SECTION 5.14    Waiver of Usury, Stay or Extension Laws...................  50
         SECTION 5.15    Undertaking for Costs.....................................  50

ARTICLE VI    THE INDENTURE TRUSTEE................................................  50
         SECTION 6.01    Notice of Defaults........................................  50
         SECTION 6.02    Certain Rights of Indenture Trustee.......................  51
         SECTION 6.03    Not Responsible for Recitals or Issuance of Securities....  53
         SECTION 6.04    May Hold Securities.......................................  53
         SECTION 6.05    Money Held in Trust.......................................  53
         SECTION 6.06    Compensation and Reimbursement............................  53
         SECTION 6.07    Corporate Indenture Trustee Required; Eligibility;
                         Conflicting Interests.....................................  54
         SECTION 6.08    Resignation and Removal; Appointment of Successor.........  54
         SECTION 6.09    Acceptance of Appointment by Successor....................  56
         SECTION 6.10    Merger, Conversion, Consolidation or Succession to
                         Business..................................................  57
         SECTION 6.11    Appointment of Authenticating Agent.......................  58

</TABLE>

                                      -ii-
<PAGE>


<TABLE>

<S>                                                                                  <C>
ARTICLE VII   HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE
              AND COMPANY..........................................................  60
         SECTION 7.01    Disclosure of Names and Addresses of Holders..............  60
         SECTION 7.02    Reports by Indenture Trustee..............................  60
         SECTION 7.03    Reports by Company........................................  60
         SECTION 7.04    Company to Furnish Indenture Trustee Names and Addresses
                         of Holders................................................  61


ARTICLE VIII  CONSOLIDATION, MERGER, SALE,
              LEASE OR CONVEYANCE..................................................  62
         SECTION 8.01    Consolidations and Mergers of Company and Sales, Leases
                         and Conveyances Permitted Subject to Certain Conditions...  62
         SECTION 8.02    Rights and Duties of Successor Corporation................  62
         SECTION 8.03    Officers' Certificate and Opinion of Counsel..............  63

ARTICLE IX    SUPPLEMENTAL INDENTURES..............................................  63
         SECTION 9.01    Supplemental Indentures Without Consent of Holders........  63
         SECTION 9.02    Supplemental Indentures with Consent of Holders...........  65
         SECTION 9.03    Execution of Supplemental Indentures......................  66
         SECTION 9.04    Effect of Supplemental Indentures.........................  66
         SECTION 9.05    Conformity with Trust Indenture Act.......................  66
         SECTION 9.06    Reference in Securities to Supplemental Indentures........  66

ARTICLE X     COVENANTS............................................................  67
         SECTION 10.01   Payment of Principal, Premium, if any; Interest and
                         Additional Amounts........................................  67
         SECTION 10.02   Maintenance of Office or Agency...........................  67
         SECTION 10.03   Money for Securities Payments to Be Held in Trust.........  69
         SECTION 10.04   Existence.................................................  71
         SECTION 10.05   Maintenance of Properties.................................  71
         SECTION 10.06   Insurance.................................................  71
         SECTION 10.07   Payment of Taxes and Other Claims.........................  71
         SECTION 10.08   Provision of Financial Information........................  71
         SECTION 10.09   Statement as to Compliance................................  72
         SECTION 10.10   Additional Amounts........................................  72
         SECTION 10.11   Waiver of Certain Covenants...............................  73

ARTICLE XI    REDEMPTION OF SECURITIES.............................................  73
         SECTION 11.01   Applicability of Article..................................  73
         SECTION 11.02   Election to Redeem; Notice to Indenture Trustee...........  74
         SECTION 11.03   Selection by Indenture Trustee of Securities to

</TABLE>


                                      -iii-

<PAGE>



<TABLE>

<S>                                                                                  <C>
                         Be Redeemed...............................................  74
         SECTION 11.04   Notice of Redemption......................................  74
         SECTION 11.05   Deposit of Redemption Price...............................  76
         SECTION 11.06   Securities Payable on Redemption Date.....................  76
         SECTION 11.07   Securities Redeemed in Part...............................  78

ARTICLE XII   SINKING FUNDS........................................................  78
         SECTION 12.01   Applicability of Article..................................  78
         SECTION 12.02   Satisfaction of Sinking Fund Payments with Securities.....  78
         SECTION 12.03   Redemption of Securities for Sinking Fund.................  79

ARTICLE XIII  REPAYMENT AT THE OPTION OF HOLDERS...................................  79
         SECTION 13.01   Applicability of Article..................................  79
         SECTION 13.02   Repayment of Securities...................................  79
         SECTION 13.03   Exercise of Option........................................  80
         SECTION 13.04   When Securities Presented for Repayment Become Due and
                         Payable...................................................  81
         SECTION 13.05   Securities Repaid in Part.................................  82

ARTICLE XIV   DEFEASANCE AND COVENANT DEFEASANCE...................................  82
         SECTION 14.01   Applicability of Article; Company's Option to Effect
                         Defeasance or Covenant Defeasance.........................  82
         SECTION 14.02   Defeasance and Discharge..................................  82
         SECTION 14.03   Covenant Defeasance.......................................  83
         SECTION 14.04   Conditions to Defeasance or Covenant Defeasance...........  83
         SECTION 14.05   Deposited Money and Government Obligations to Be Held in
                         Trust; Other Miscellaneous Provisions.....................  85

ARTICLE XV    MEETINGS OF HOLDERS OF SECURITIES....................................  87
         SECTION 15.01   Purposes for Which Meetings May Be Called.................  87
         SECTION 15.02   Call, Notice and Place of Meetings........................  87
         SECTION 15.03   Persons Entitled to Vote at Meetings......................  87
         SECTION 15.04   Quorum; Action............................................  87
         SECTION 15.05   Determination of Voting Rights; Conduct and Adjournment of
                         Meetings..................................................  89
         SECTION 15.06   Counting Votes and Recording Action of Meetings...........  90

SIGNATURES.........................................................................  91

</TABLE>


                                      -iv-

<PAGE>


<TABLE>
<CAPTION>

EXHIBIT A

<S>                                                                                   <C>
FORM OF REDEEMABLE OR NON-REDEEMABLE SECURITY......................................   1

EXHIBIT B

FORMS OF CERTIFICATION.............................................................   1

</TABLE>


                                      -v-

<PAGE>



           INDENTURE, dated as of _____________, __, between BEAZER HOMES USA,
INC., a corporation organized under the laws of the State of Delaware
(hereinafter called the "Company"), having its principal office at 5775
Peachtree Dunwoody Road, Suite B-200, Atlanta, GA 30342, and [NAME OF INDENTURE
TRUSTEE], a corporation organized under the laws of ______________ as Indenture
Trustee hereunder (hereinafter called the "Indenture Trustee"), having its
Corporate Trust Office at ___________________.

                             RECITALS OF THE COMPANY

           The Company deems it necessary to issue from time to time for its
lawful purposes debt securities (hereinafter called the "Securities") evidencing
its indebtedness, and has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Securities, to be
issued in one or more Series as provided in this Indenture.

           This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, that are deemed to be incorporated into this Indenture
and shall, to the extent applicable, be governed by such provisions.

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

           NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                ARTICLE I. - DEFINITIONS AND OTHER PROVISIONS OF
                               GENERAL APPLICATION

           SECTION 1.01 Definitions: For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

                (2) all other terms used herein which are defined in the TIA (as
           defined), either directly or by reference therein, have the meanings
           assigned to them therein, and the terms "cash transaction" and
           "self-liquidating paper," as used in TIA Section 311, shall

<PAGE>



           have the meanings assigned to them in the rules of the Commission
           adopted under the TIA;

                (3) all accounting terms not otherwise defined herein have the
           meanings assigned to them in accordance with GAAP; and

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

           "ACT," when used with respect to any Holder, has the meaning
specified in Section 1.04.

           "ADDITIONAL AMOUNTS" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

           "AUTHENTICATING AGENT" means any Person authorized by the Indenture
Trustee pursuant to Section 6.11 hereof to act on behalf of the Indenture
Trustee to authenticate Securities.

           "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

           "BANKRUPTCY LAW" has the meaning specified in Section 5.01.

           "BEARER SECURITY" means any Security established pursuant to Section
2.01 which is payable to bearer.


                                       -2-
<PAGE>



           "BOARD OF DIRECTORS" means the board of directors of the Company or
any committee of that board duly authorized to act hereunder.

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

           "BUSINESS DAY," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.01, any day, other than a Saturday or Sunday, that is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close.

           "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or
its successor.

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

           "COMMON SHARES" means, with respect to any Person, all shares of
capital stock or beneficial interest, as applicable, issued by such Person other
than Preferred Stock or Preferred Shares, as applicable, or Excess Stock or
Excess Shares, as applicable.

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

           "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the Board,
the President or a Vice President, and by its Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Indenture Trustee.

           "CONVERSION EVENT" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the ECU both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities or (iii) any currency
unit (or composite currency) other than the ECU for the purposes for which it
was established.


                                       -3-
<PAGE>



           "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at
which, by any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at            .
                                                           ------------
           "CORPORATION" includes corporations, associations, companies,
business trusts and real estate investment trusts.

           "COUPON" means any interest coupon appertaining to a Bearer Security.

           "CUSTODIAN" has the meaning specified in Section 5.01.

           "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

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

           "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

           "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor as operator of the Euroclear System.

           "EUROPEAN COMMUNITIES" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

           "EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

           "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

           "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the ECU issued by the government of one
or more countries other than the United States of America or by any recognized
confederation or association of such governments.

           "GAAP" means generally accepted accounting principles, as in effect
from time to time, as used in the United States applied on a consistent basis.


                                       -4-
<PAGE>



           "GLOBAL SECURITY" means a Security evidencing all or a part of a
series of Securities issued to and registered in the name of the depositary for
such series, or its nominee, in accordance with Section 3.05, and bearing the
legend prescribed in Section 2.03.

           "GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

           "HOLDER" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

           "INDENTURE" means this instrument as originally executed or as it may
be supplemented or amended from time to time by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01; PROVIDED, HOWEVER, that, if at any time more than
one Person is acting as Indenture Trustee under this instrument, "Indenture"
shall mean, with respect to any one or more series of Securities for which such
Person is Indenture Trustee, this instrument as originally executed or as it may
be supplemented or amended from time to time by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the or those particular series of Securities for
which such Person is Indenture Trustee established as contemplated by Section
3.01, exclusive, however, of any provisions or terms which relate solely to
other series of Securities for which such Person is Indenture Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provision or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Indenture
Trustee but to which such Person, as such Indenture Trustee, was not a party.


                                       -5-
<PAGE>



           "INDEXED SECURITY" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

           "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 10.10,
includes such Additional Amounts.

           "INTEREST PAYMENT DATE," when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

           "MATURITY," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

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

           "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company and who shall be reasonably satisfactory to the Indenture Trustee.

           "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

                (ii) Securities, or portions thereof, for whose payment or
           redemption (including repayment at the option of the Holder) money in
           the necessary amount has been theretofore deposited with the
           Indenture Trustee or any Paying Agent (other than the Company) in
           trust or set aside and segregated in trust by the Company (if the
           Company shall act as its own Paying Agent) for the Holders of such
           Securities and any coupons



                                       -6-
<PAGE>



           appertaining thereto; PROVIDED, HOWEVER,
           that, if such Securities are to be redeemed, notice of such
           redemption has been duly given pursuant to this Indenture or
           provision therefor satisfactory to the Indenture Trustee has been
           made;

                (iii) Securities, except to the extent provided in Sections
           14.02 and 14.03, with respect to which the Company has effected
           defeasance and/or covenant defeasance as provided in Article XIV;

                (iv) Securities which have been paid pursuant to Section 3.06 or
           in exchange for or in lieu of which other Securities have been
           authenticated and delivered pursuant to this Indenture, other than
           any such Securities in respect of which there shall have been
           presented to the Indenture Trustee proof satisfactory to it that such
           Securities are held by a bona fide purchaser in whose hands such
           Securities are valid obligations of the Company; and

                (v) Securities converted into Common Shares or Preferred Shares
           pursuant to or in accordance with this Indenture if the terms of such
           Securities provide for convertibility pursuant to Section 3.01;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 3.03, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.02, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 3.01 as of the date
such Security is originally issued by the Company, of the principal amount (or,
in the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 3.01, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Indenture Trustee shall
be protected in making such calculation or in relying upon any such request,
demand, authorization,


                                       -7-
<PAGE>



direction, notice, consent or waiver, only Securities which the Indenture
Trustee knows to be owned shall be so disregarded. Securities owned as provided
in clause (iv) above which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the reasonable satisfaction of the
Indenture Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor. In case of a dispute
as to such right, the advice of counsel shall be full protection in respect of
any decision made by the Indenture Trustee in accordance with such advice.

           "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities or coupons on
behalf of the Company.

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

           "PLACE OF PAYMENT," when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest on such Securities are payable as specified as
contemplated by Sections 3.01 and 10.02.

           "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

           "PREFERRED SHARES" means, with respect to any Person, all shares of
beneficial interest or capital stock, as applicable, issued by such Person that
is entitled to a preference or priority over any other shares of beneficial
interest or capital stock, as applicable, issued by such Person with respect to
any distribution of such Person's assets, whether by dividend or upon any
voluntary or involuntary liquidation, dissolution or winding up.

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

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


                                       -8-
<PAGE>



           "REGISTERED SECURITY" shall mean any Security which is registered in
 the Security Register.

           "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.01, whether or not a
Business Day.

           "REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

           "REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

           "RESPONSIBLE OFFICER," when used with respect to the Indenture
Trustee, means the chairman or vice-chairman of the board of directors, the
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice president (whether or not designated by a number or a
word or words added before or after the title "vice president"), assistant
cashier, any trust officer or assistant trust officer, the controller or any
other officer of the Indenture Trustee customarily performing functions similar
to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge and familiarity with the
particular subject.

           "SECURITY" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; PROVIDED, HOWEVER, that, if at any time
there is more than one Person acting as Indenture Trustee under this Indenture,
"Securities" with respect to the Indenture as to which such Person is Indenture
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Indenture Trustee.

           "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

           "SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933) of the Company.

           "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on
the Registered Securities of or within any Series means a date fixed by the
Company pursuant to Section 3.07.


                                      -9-
<PAGE>



           "STATED MATURITY" when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

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

           "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 9.05.

           "INDENTURE TRUSTEE" means the Person named as the "Indenture Trustee"
in the first paragraph of this Indenture until a successor Indenture Trustee
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Indenture Trustee" shall mean or include each Person who is then
an Indenture Trustee hereunder; PROVIDED, HOWEVER, that if at any time there is
more than one such Person, "Indenture Trustee" as used with respect to the
Securities of any series shall mean only the Indenture Trustee with respect to
Securities of that series.

           "UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 3.01, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

           "UNITED STATES PERSON" means, unless otherwise specified with respect
to any Securities pursuant to Section 3.01, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source.

           "YIELD TO MATURITY" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

           SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Indenture Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Indenture Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have


                                      -10-
<PAGE>



been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.


           Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 10.09) shall include:

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

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

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

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

           SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such person may certify or give an opinion
as to such matters in one or several documents.

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


                                      -11-
<PAGE>

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

           SECTION 1.04 ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article XV, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Indenture Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Indenture Trustee and the Company and any agent of the Indenture
Trustee or the Company, if made in the manner provided in this Section 1.04. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 15.06.

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

           (c) The ownership of Registered Securities shall be proved by the
Security Register. As to any matter relating to beneficial ownership interests
in any Global Security, the appropriate depository's records shall be
dispositive for purposes of this Indenture.


                                      -12-
<PAGE>

           (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository, wherever
situated, if such certificate shall be deemed by the Indenture Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depository, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Indenture Trustee to be satisfactory. The Indenture Trustee and
the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Indenture Trustee by some other Person, or (3) such Bearer
Security is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities
may also be proved in any other manner which the Indenture Trustee deems
sufficient.

           (e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent or
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 15 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent or waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
PROVIDED that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

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


                                      -13-
<PAGE>



           SECTION 1.05 NOTICES, ETC., TO INDENTURE TRUSTEE AND COMPANY. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                (1) the Indenture Trustee by any Holder or by the Company shall
           be sufficient for every purpose hereunder if made, given, furnished
           or filed in writing to or with the Indenture Trustee at
           _________________; or

                (2) the Company by the Indenture Trustee or by any Holder shall
           be sufficient for every purpose hereunder (unless otherwise herein
           expressly provided) if in writing and mailed, first class postage
           prepaid, to the Company addressed to it at the address of its
           principal office specified in the first paragraph of this Indenture
           or at any other address previously furnished in writing to the
           Indenture Trustee by the Company, Attention: President (with a copy
           to the Company's counsel), or

                (3) either the Indenture Trustee or the Company, by the other
           party, shall be sufficient for every purpose hereunder if given by
           facsimile transmission, receipt confirmed by telephone followed by an
           original copy delivered by guaranteed overnight courier; if to the
           Indenture Trustee at facsimile number (___) _____________; and if to
           the Company at facsimile number (404) 250-3428.

           SECTION 1.06 NOTICE TO HOLDERS; WAIVERS. When this Indenture provides
for notice of any event to Holders of Registered Securities by the Company or
the Indenture Trustee, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each such Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, if any, and
not earlier than the earliest date, if any, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

           If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Indenture Trustee shall constitute a
sufficient notification to such Holders for every purpose hereunder.


                                      -14-
<PAGE>

           Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 3.01, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, if any, and not earlier than the earliest date, if any, prescribed for the
giving of such notice. Any such notice shall be deemed to have been given on the
date of such publication or, if published more than once, on the date of the
first such publication.

           If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Indenture Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

           Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

           Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Indenture Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

           SECTION 1.07 COUNTERPARTS: EFFECT OF HEADINGS AND TABLE OF CONTENTS.
This Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction thereof.

           SECTION 1.08 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


                                      -15-
<PAGE>

           SECTION 1.09 SEVERABILITY CLAUSE. In case any provision in this
Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

           SECTION 1.10 BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Securities or coupons, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

           SECTION 1.11  GOVERNING LAW.  This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the internal law
of the State of New York without regard to the principles of the conflict of
laws thereof.  This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

           SECTION 1.12 LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security or the last date on which a Holder has the
right to convert or exchange a Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium, if any) or
conversion or exchange of such security need not be made at such Place of
Payment on such date, but (except as otherwise provided in the supplemental
indenture with respect to such Security) may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity, or on such last day for
conversion or exchange, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as
the case may be.

           SECTION 1.13 IMMUNITY OF SHAREHOLDERS, TRUSTEES, OFFICERS AND AGENTS
OF THE COMPANY. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future shareholder,
employee, officer or trustee, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
and as part of the consideration for the issue of the Securities.


                                      -16-
<PAGE>

           SECTION 1.14 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


                         ARTICLE II. - SECURITIES FORMS

           SECTION 2.01 FORMS OF SECURITIES. The Registered Securities, if any,
of each series and the Bearer Securities, if any, of each series and related
coupons shall be substantially in the form of Exhibit A hereto or in such other
form as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance
with Section 3.01, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Securities may
be listed, or to conform to usage.

           Unless otherwise specified as contemplated by Section 3.01, Bearer
Securities shall have interest coupons attached.

           The definitive Securities and coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or mechanically reproduced on safety paper or
may be produced in any other manner, all as determined by the officers executing
such Securities or coupons, as evidenced by their execution of such Securities
or coupons.

           SECTION 2.02 FORM OF INDENTURE TRUSTEE'S CERTIFICATE OF
AUTHENTICATION. Subject to Section 6.11, the Indenture Trustee's certificate of
authentication shall be in substantially the following form:

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

                          [NAME OF INDENTURE TRUSTEE]
                           as Indenture Trustee


                                      -17-
<PAGE>



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

           SECTION 2.03 SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in the form of one or more Global Securities, then,
notwithstanding clause (8) of Section 3.01 and the provisions of Section 3.02,
any such Global Security or Securities may provide that it or they shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Series of such series represented thereby may from time to time be increased or
decreased to reflect exchanges. Any endorsement of any Global Security to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders thereof, of Outstanding Securities represented thereby shall
be made by the Indenture Trustee in such manner or by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Indenture Trustee pursuant to Section 3.03 or 3.04. Subject to the
provisions of Section 3.03 and, if applicable, Section 3.04, the Indenture
Trustee shall deliver and redeliver any Global Security in permanent global form
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a Global
Security shall be in writing but need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel.

           The provisions of the last sentence of Section 3.03 shall apply to
any Security represented by a Global Security if such Security was never issued
and sold by the Company and the Company delivers to the Indenture Trustee the
Global Security together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
3.03.

           Notwithstanding the provisions of Section 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Global Security in permanent global form shall be
made to the registered Holder thereof.

           Notwithstanding the provisions of Section 3.08 and except as provided
in the next preceding paragraph, the Company, the Indenture Trustee and any
agent of the Company and the Indenture Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent Global
Security (i) in the case of a permanent Global Security in registered form, the
Holder of such permanent Global Security in registered form, or (ii) in the case
of a permanent Global Security in bearer form, Euroclear or CEDEL.


                                      -18-

<PAGE>

           Any Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

           "This Security is a Global Security within the meaning set forth in
           the Indenture hereinafter referred to and is registered in the name
           of a Depository or a nominee of a Depository. This Security is
           exchangeable for Securities registered in the name of a person other
           than the Depository or its nominee only in the limited circumstances
           described in the Indenture, and may not be transferred except as a
           whole by the Depository to a nominee of the Depository or by a
           nominee of the Depository to the Depository or another nominee of the
           Depository or by the Depository or its nominee to a successor
           Depository or its nominee."


                          ARTICLE III. - THE SECURITIES


           SECTION 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

           The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 3.03, set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

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

                (2) any limit upon the aggregate principal amount of the
           Securities of the series that may be authenticated and delivered
           under this Indenture (except for Series authenticated and delivered
           upon registration of transfer of, or in exchange for, or in lieu of,
           other Securities of the series pursuant to Sections 3.04, 3.05, 3.06,
           9.06, 11.07 or 13.05);

                (3) the date or dates, or the method by which such date or dates
           will be determined, on which the principal of the Securities of the
           series shall be payable;

                (4) the rate or rates at which the Securities of the series
           shall bear interest, if any, or the method by which such rate or
           rates shall be determined, the date or dates from which such interest
           shall accrue or the method by which such date or dates shall be
           determined, the Interest Payment Dates on which such interest will be
           payable and the Regular Record Date, if any, for the interest payable
           on any Registered Security on any


                                     -19-
<PAGE>


          Interest Payment Date, or the method by which such date shall be
          determined, and the basis upon which interest shall be calculated if
          other than that of a 360-day year of twelve 30-day months;

                (5) the place or places where the principal of (and premium, if
           any), interest, if any, on, and Additional Amounts, if any, payable
           in respect of Securities of the series shall be payable, any
           Registered Securities of the series may be surrendered for
           registration of transfer, exchange or conversion and notices or
           demands to or upon the Company in respect of the Securities of the
           series and this Indenture may be served;

               (6) the period or periods within which, the price or prices at
          which, the currency or currencies, currency unit or units or composite
          currency or currencies in which, and other terms and conditions upon
          which Securities of the series may be redeemed, in whole or in part,
          at the option of the Company, if the Company is to have the option;

               (7) the obligation, if any, of the Company to redeem, repay or
           purchase Securities of the series pursuant to any sinking fund or
           analogous provision or at the option of a Holder thereof, and the
           period or periods within which or the date or dates on which, the
           price or prices at which, the currency or currencies, currency unit
           or units or composite currency or currencies in which, and other
           terms and conditions upon which Securities of the series shall be
           redeemed, repaid or purchased, in whole or in part, pursuant to such
           obligation;

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

                (9) if other than the Indenture Trustee, the identity of each
           Security Registrar and/or Paying Agent;

               (10) if other than the principal amount thereof, the portion of
           the principal amount of Securities of the series that shall be
           payable upon declaration of acceleration of the Maturity thereof
           pursuant to Section 5.02 or, if applicable, the portion of the
           principal amount of Securities of the series that is convertible in
           accordance with the provisions of this Indenture, or the method by
           which such portion shall be determined;

               (11) if other than Dollars, the Foreign Currency or Currencies in
           which payment of the principal of (and premium, if any) and interest
           or Additional Amounts, if any, on the Securities of the series shall
           be payable or in which the Securities of the series shall be
           denominated and the manner of determining the equivalent thereof in
           Dollars for purposes of the definition of "Outstanding" in Section
           1.01;


                                      -20-
<PAGE>

               (12) whether the amounts of payments of principal of (and
           premium, if any) or interest, if any, on the Securities of the series
           may be determined with reference to an index, formula or other method
           (which index, formula or method may be based, without limitation, on
           one or more currencies, currency units, composite currencies,
           commodities, equity indices or other indices), and the manner in
           which such amounts shall be determined;

               (13) whether the principal of (and premium, if any) or interest
          or Additional Amounts, if any, on the Securities of the series are to
          be payable, at the election of the Company or a Holder thereof, in a
          currency or currencies, currency unit or units, or composite currency
          or currencies other than that in which such Securities are denominated
          or stated to be payable, the period or periods within which, and the
          terms and conditions upon which, such election may be made, and time
          and manner of, and identity of the exchange rate agent with
          responsibility for, determining the exchange rate between the currency
          or currencies, currency unit or units or composite currency or
          currencies in which such Securities are denominated or stated to be
          payable and the currency or currencies, currency unit or units or
          composite currency or currencies in which such Securities are to be so
          payable;

               (14) provisions, if any, granting special rights to the Holders
           of Securities of the series upon the occurrence of such events as may
           be specified;

               (15) any deletions from, modifications of or additions to the
           Events of Default or covenants of the Company with respect to
           Securities of the series, whether or not such Events of Default or
           covenants are consistent with the Events of Default or covenants set
           forth herein;

               (16) whether Securities of the series are to be issuable as
           Registered Securities, Bearer Securities (with or without coupons) or
           both, any restrictions applicable to the offer, sale or delivery of
           Bearer Securities and the terms upon which Bearer Securities of the
           series may be exchanged for Registered Securities of the series and
           vice versa (if permitted by applicable laws and regulations), whether
           any Securities of the series are to be issuable initially in
           temporary global form and whether any Securities of the series are to
           be issuable in permanent global form with or without coupons and, if
           so, whether beneficial owners of interests in any such permanent
           global Security may exchange such interests for Securities of such
           series and of like tenor of any authorized form and denomination and
           the circumstances under which any such exchanges may occur, if other
           than in the manner provided in Section 3.05, and, if Registered
           Securities of the series are to be issuable as a Global Security, the
           identity of the depository for such series;


                                      -21-
<PAGE>

               (17) the date as of which any Bearer Securities of the series and
           any temporary Global Security representing Outstanding Securities of
           the series shall be dated if other than the date of original issuance
           of the first Security of the series to be issued;

               (18) the Person to whom any interest on any Registered Security
           of the series shall be payable, if other than the Person in whose
           name that Security (or one or more Predecessor Securities) is
           registered at the close of business on the Regular Record Date for
           such interest, the manner in which, or the Person to whom, any
           interest on any Bearer Security of the series shall be payable, if
           otherwise than upon presentation and surrender of the coupons
           appertaining thereto as they severally mature, and the extent to
           which, or the manner in which, any interest payable on a temporary
           Global Security on an Interest Payment Date will be paid if other
           than in the manner provided in Section 3.04;

               (19) the applicability, if any, of Sections 14.02 and/or 14.03 to
           the Securities of the series and any provisions in modification of,
           in addition to or in lieu of any of the provisions of Article XIV;

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

               (21) if the Securities of the series are to be issued upon the
           exercise of warrants, the time, manner and place for such Securities
           to be authenticated and delivered;

               (22) whether and under what circumstances the Company will pay
           Additional Amount as contemplated by Section 10.10 on the Securities
           of the series to any Holder who is not a United States person
           (including any modification to the definition of such term) in
           respect of any tax, assessment or governmental charge and, if so,
           whether the Company will have the option to redeem such Securities
           rather than pay such Additional Amounts (and the terms of any such
           option);

               (23) the obligation, if any, of the Company to permit the
           conversion of the Securities of such series into the Company's Common
           Shares or Preferred Shares, as the case may be, and the terms and
           conditions upon which such conversion shall be effected (including,
           without limitation, the initial conversion price or rate, the
           conversion period, any adjustment of the applicable conversion price
           and any requirements relative to the reservation of such shares for
           purposes of conversion); and


                                      -22-
<PAGE>

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

           All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 3.03) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuance of additional Securities of such series.

          If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Indenture Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the
Securities of such series.

           SECTION 3.02 DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
3.01. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series, other than Global Securities (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof.

           SECTION 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities and coupons may be manual or facsimile signatures of
the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

           Securities or coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities or coupons.

           At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Indenture
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Indenture Trustee in accordance with
the Company Order shall authenticate and deliver such Securities; PROVIDED,

                                      -23-
<PAGE>

HOWEVER, that, in connection with its original issuance, no Bearer Security
shall be mailed or otherwise delivered to any location in the United States; and
PROVIDED, FURTHER that, unless otherwise specified with respect to any series of
Securities pursuant to Section 3.01, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate to Euroclear or CEDEL,
as the case may be, in the form set forth in Exhibit B-1 to this Indenture or
such other certificate as may be specified with respect to any series of
Securities pursuant to Section 3.01, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer Security
in accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 3.04, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent Global Security. Except as permitted by Section 3.06,
the Indenture Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
canceled.

           If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Indenture Trustee for the issuance of such Securities and determining the terms
of particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Indenture Trustee shall
be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon,

                (i) an Opinion of Counsel stating that

                      (a) the form or forms of such Securities and any coupons
                have been established in conformity with the provisions of this
                Indenture;

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

                      (c) such Securities, together with any coupons
                appertaining thereto, when completed by appropriate insertions
                and executed and delivered by the Company to the Indenture
                Trustee for authentication in accordance with this Indenture,
                authenticated and delivered by the Indenture Trustee in
                accordance with this Indenture and issued by the Company in the
                manner and subject to any conditions


                                      -24-
<PAGE>

               specified in such Opinion of Counsel, will constitute legal,
               valid and legally binding obligations of the Company, enforceable
               in accordance with their terms, subject to applicable bankruptcy,
               insolvency, fraudulent transfer, reorganization and other laws of
               general applicability relating to or affecting the enforcement of
               creditors' rights generally and to general equitable principles;
               and

                (ii) an Officers' Certificate stating that all conditions
           precedent provided for in this Indenture relating to the issuance of
           the Securities have been complied with and that, to the best of the
           knowledge of the signers of such certificate, that no Event of
           Default with respect to any of the Securities shall have occurred and
           be continuing.

If such form or terms have been so established, the Indenture Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Indenture Trustee's own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Indenture
Trustee.

           Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 3.01 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the next preceding
paragraph at the time of issuance of each Security of such series, but such
order, opinion and certificates, with appropriate modifications to cover such
future issuances, shall be delivered at or before the time of issuance of the
first Security of such series.

           Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 3.01.

           No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Indenture Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefit of this Indenture. Notwithstanding the foregoing,
if any Security (including a Global Security) shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Indenture Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never


                                      -25-
<PAGE>

to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

           SECTION 3.04 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Indenture Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form, or,
if authorized, in bearer form with one or more coupon or without coupon, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Series may determine, as conclusively evidenced
by their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

          Except in the case of temporary Global Securities (which shall be
exchanged as otherwise provided herein or as otherwise provided in or pursuan to
a Board Resolution), if temporary Securities or any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the
Indenture Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations; PROVIDED HOWEVER, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security, and PROVIDED, FURTHER
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section
3.03. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

           Unless otherwise provided in or pursuant to a Board Resolution, the
following provisions of this Section 3.04 shall govern the exchange of temporary
Securities other than through the facilities of The Depository Trust Company. If
any such temporary Security is issued in global form, then such temporary Global
Security shall, unless otherwise provided therein, be delivered to the London
office of a depository or common depository (the "Common Depository"), for the
benefit of Euroclear and CEDEL, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct).

           Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "Exchange Date"),


                                      -26-
<PAGE>

the Company shall deliver to the Indenture Trustee definitive Securities,
in aggregate principal amount equal to the principal amount of such temporary
Global Security, executed by the Company. On or after the Exchange Date, such
temporary Global Security shall be surrendered by the Common Depository to the
Indenture Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for definitive Securities without charge,
and the Indenture Trustee shall authenticate and deliver in exchange for each
portion of such temporary Global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such temporary Global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such temporary Global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 3.01, and, if any combination thereof is so specified,
as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless
otherwise specified in such temporary Global Security, upon such presentation by
the Common Depository, such temporary Global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary Global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL as to the portion of such temporary Global Security held for its
account then to be exchanged, each in the form set forth in Exhibit B-2 to this
Indenture or in such other form as may be established pursuant to Section 3.01;
and PROVIDED FURTHER that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary Global Security only in compliance with
the requirements of Section 3.03.

           Unless otherwise specified in such temporary Global Security, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit B-1 to this Indenture (or in such other form as may be
established pursuant to Section 3.01), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and CEDEL, the Indenture Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary Global Security, any such exchange shall be made
free of charge to the beneficial owners of such Temporary Global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
CEDEL. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary Global Security shall be delivered only outside the
United States.

           Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of


                                      -27-
<PAGE>

the same series and of like tenor authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated by Section 3.01,
interest payable on a temporary Global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by
Euroclear and CEDEL to the Indenture Trustee of a certificate or certificates in
the form set forth in Exhibit B-2 to this Indenture (or in such other forms as
may be established pursuant to Section 3.01), for credit without further
interest on or after such Interest Payment Date to the respective accounts of
Persons who are the beneficial owners of such temporary Global Security on such
Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form set forth as
Exhibit B-1 to this Indenture (or in such other forms as may be established
pursuant to Section 3.01). Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 3.04
and of the third paragraph of Section 3.03 of this Indenture and the interests
of the Persons who are the beneficial owners of the temporary Global Security
with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal or interest owing with
respect to a beneficial interest in a temporary Global Security will be made
unless and until such interest in such temporary Global Security shall have been
exchanged for an interest in a definitive Security. Any interest so received by
Euroclear and CEDEL and not paid as herein provided shall be returned to the
Indenture Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

           SECTION 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Indenture
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Indenture Trustee, at its Corporate Trust Office, is hereby initially
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Indenture Trustee shall cease to be
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.

                                      -28-
<PAGE>

           Subject to the provisions of this Section 3.05, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Indenture Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, bearing a number not contemporaneously outstanding,
and containing identical terms and positions.

           Subject to the provisions of this Section 3.05, at the option of
the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered
Securities are so surrendered for exchange, the Company shall execute, and
the Indenture Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.
Unless otherwise specified with respect to any series of Securities as
contemplated by Section 3.01, Bearer Securities may not be issued in exchange
for Registered Securities.

           If (but only if) permitted by the applicable Board Resolution and
(subject to Section 3.03) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 3.01,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Indenture Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 10.02,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office


                                      -29-
<PAGE>

or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Indenture Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

          Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any permanent Global Security shall be
exchangeable only as provided in this paragraph. If the depository for any
permanent Global Security is The Depository Trust Company ("DTC"), then, unless
the terms of such Global Security expressly permit such Global Security to be
exchanged in whole or in part for definitive Securities, a Global Security may
be transferred, in whole but not in part, only to a nominee of DTC, or by a
nominee of DTC to DTC, or to a successor to DTC for such Global Security
selected or approved by the Company or to a nominee of such successor to DTC. If
at any time DTC notifies the Company that it is unwilling or unable to continue
as depository for the applicable Global Security or Securities or if at any time
DTC ceases to be a clearing agency registered under the Securities Exchange Act
of 1934 if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such Global Security or
Securities. If (x) a successor depository for such Global Security or Securities
is not appointed by the Company within 90 days after the Company received such
notice or becomes aware of such unwillingness, inability or ineligibility, (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such Global Security or Securities advise DTC to cease
acting as depository for such Global Security or Securities or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global Security or
Securities, then the Company shall execute, and the Indenture Trustee shall
authenticate and deliver definitive Securities of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such beneficial owner's interest in such permanent Global Security. On
or after the earliest date on which such interests may be so exchanged, such
permanent Global Security shall be surrendered for exchange by DTC or such other
depository as shall be specified in the Company Order with respect thereto to
the Indenture Trustee, as the Company's agent for such purpose; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption; and PROVIDED FURTHER that
no Bearer Security delivered in exchange for a portion of a permanent Global
Security shall be mailed


                                      -30-
<PAGE>

or otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent Global Security
after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent Global Security is payable in accordance with the
provisions of this Indenture.

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

          Every Registered Security presented or surrendered for registration
of transfer or for exchange or redemption shall (if so required by the
Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

           No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving any
transfer.

           The Company or the Indenture Trustee, as applicable, shall not be
required (i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before selection of the Securities to be
redeemed under Section 11.03 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if such Securities are issuable as
Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except, in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor,


                                      -31-
<PAGE>

PROVIDED that such Registered Security shall be simultaneously surrendered
for redemption, or (iv) to issue, register the transfer of or exchange any
Security which has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid.

           SECTION 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Indenture Trustee or the Company, together with, in proper
cases, such security or indemnity as may be required by the Company or the
Indenture Trustee to save each of them or any agent of either of them harmless,
the Company shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

          If there shall be delivered to the Company and the Indenture Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Indenture Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and
upon its request the Indenture Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a number
not contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

           Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; PROVIDED, HOWEVER, that payment of principal of (and premium, if any),
any interest on and any Additional Amounts with respect to, Bearer Securities
shall, except as otherwise provided in Section 10.02, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 3.01, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

           Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed


                                      -32-
<PAGE>

in relation thereto and any other expenses (including the fees and expenses
of the Indenture Trustee) connected therewith.

           Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

           The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or coupons.

          SECTION 3.07 PAYMENT OF INTEREST: INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 3.01, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 10.02; PROVIDED, HOWEVER, that each
installment of interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 3.08, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

           Unless otherwise provided as contemplated by Section 3.01 with
respect to the Securities of any series, payment of interest may be made, in the
case of a Bearer Security, by transfer to an account maintained by the payee
with a bank located outside the United States.

           Unless otherwise provided as contemplated by Section 3.01, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid by DTC, Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent global Security held for
its account by Cede & Co. or the Common Depository, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

           In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for


                                      -33-
<PAGE>

such series) on any Regular Record Date and before the opening of business
(at such office or agency) on the next succeeding Interest Payment Date, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date and interest will not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

           Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 3.01, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Registered Securities of such
     series (or their respective Predecessor Securities) are registered at
     the close of business on a Special Record Date for the payment of such
     Defaulted Interest, which shall be fixed in the following manner. The
     Company shall notify the Indenture Trustee in writing of the amount of
     Defaulted Interest proposed to be paid on each Registered Security of
     such series and the date of the proposed payment (which shall not be
     less than 20 days after such notice is received by the Indenture
     Trustee), and at the same time the Company shall deposit with the
     Indenture Trustee an amount of money in the currency or currencies,
     currency unit or units or composite currency or currencies in which the
     Securities of such series are payable (except as otherwise specified
     pursuant to Section 3.01 for the Securities of such series) equal
     to the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Indenture
     Trustee for such deposit on or prior to the date of the proposed
     payment, such money when deposited to be held in trust for the benefit
     of the Persons entitled to such Defaulted Interest as in this clause
     provided. Thereupon the Indenture Trustee shall fix a Special Record
     Date for the payment of such Defaulted Interest which shall be not more
     than 15 days and not less than 10 days prior to the date of the proposed
     payment and not less than 10 days after the receipt by the Indenture
     Trustee of the notice of the proposed payment. The Indenture Trustee
     shall promptly notify the Company of such Special Record Date and, in
     the name and at the expense of the Company, shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each Holder of
     Registered Securities of such series at his address as it appears in the
     Security Register not less than 10 days prior to such Special Record
     Date. The Indenture Trustee may, in its discretion, in the name and at
     the expense of the Company, cause a similar notice to be published at
     least once in an Authorized Newspaper in each Place of Payment, but such
     publications shall not be a condition precedent to the establishment of

                                      -34-<PAGE>

     such Special Record Date. Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the
     Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2). In case a Bearer Security of any
     series is surrendered at the office or agency in a Place of Payment for
     such series in exchange for a Registered Security of such series after
     the close of business at such office or agency on any Special Record
     Date and before the opening of business at such office or agency on the
     related proposed date for payment of Defaulted Interest, such Bearer
     Security shall be surrendered without the coupon relating to such
     proposed date of payment and Defaulted Interest will not be payable on
     such proposed date of payment in respect of the Registered Security
     issued in exchange for such Bearer Security, but will be payable only to
     the Holder of such coupon when due in accordance with the provisions of
     this Indenture.

          (2) The Company may make payment of any Defaulted Interest on the
     Registered Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities exchange on which such
     Securities may be listed, and upon such notice as may be required by such
     exchange, if, after notice given by the Company to the Indenture Trustee of
     the proposed payment pursuant to this clause, such manner of payment shall
     be deemed practicable by the Indenture Trustee.

           Subject to the foregoing provisions of this Section and Section 3.05,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

           SECTION 3.08 PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Indenture
Trustee and any agent of the Company or the Indenture Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 3.05 and 3.07) interest on, such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Indenture Trustee nor any
agent of the Company or the Indenture Trustee shall be affected by notice to the
contrary. All such payments so made to any such Person, or upon such Person's
order, shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for money payable upon any such Security.

           Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Indenture Trustee and any agent of the
Company or the Indenture Trustee may treat the Holder of any Bearer Security and
the Holder of any coupon as the absolute owner of


                                      -35-
<PAGE>

such Security or coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and neither the Company, the Indenture Trustee
nor any agent of the Company or the Indenture Trustee shall be affected by
notice to the contrary.

           Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Indenture Trustee and any agent of the
Company or the Indenture Trustee may treat the Holder of any Bearer Security and
the Holder of any coupon as the absolute owner of such Security or coupon for
the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon be overdue, and
neither the Company, the Indenture Trustee, nor any agent of the Company or the
Indenture Trustee shall be affected by notice to the contrary.

          No Holder of any beneficial interest in any Global Security held on
its behalf by a depository shall have any rights under this Indenture with
respect to such Global Security and such depository shall be treated by the
Company, the Indenture Trustee, and any agent of the Company or the Indenture
Trustee as the owner of such Global Security for all purposes whatsoever. None
of the Company, the Indenture Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

           Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Indenture Trustee, or any agent of
the Company or the Indenture Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any depository, as a
Holder, with respect to such Global Security or impair, as between such
depository and owners of beneficial interests in such Global Security, the
operation of customary practices governing the exercise of the rights of such
depository (or its nominee) as Holder of such Global Security.

           SECTION 3.09 CANCELLATION. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee, and any such Securities and coupons
surrendered directly to the Indenture Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Indenture
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Indenture Trustee (or to any other Person for delivery to the
Indenture Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered


                                      -36-
<PAGE>

shall be promptly cancelled by the Indenture Trustee. If the Company shall
so acquire any of the Securities, however, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Indenture Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. Cancelled Securities and coupons held by the
Indenture Trustee shall be destroyed by the Indenture Trustee and the Indenture
Trustee shall deliver a certificate of such destruction to the Company, unless
the Indenture Trustee is otherwise directed by a Company Order.

           SECTION 3.10 COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 3.01 with respect to Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.


                    ARTICLE IV. - SATISFACTION AND DISCHARGE

          SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 10.10), and the Indenture Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute instruments
in form and substance reasonably satisfactory to the Indenture Trustee and the
Company acknowledging satisfaction and discharge of this Indenture as to such
series when

                (1)        either

                (A) all Securities of such series theretofore authenticated and
           delivered and all coupons, if any, appertaining thereto (other than
           (i) coupons appertaining to Bearer Securities surrendered for
           exchange for Registered Securities and maturing after such exchange,
           whose surrender is not required or has been waived as provided in
           Section 3.05, (ii) Securities and coupons of such series which have
           been destroyed, lost or stolen and which have been replaced or paid
           as provided in Section 3.06, (iii) coupons appertaining to Securities
           called for redemption and maturing after the relevant Redemption
           Date, whose surrender has been waived as provided in Section 11.06,
           and (iv) Securities and coupons of such series for whose payment
           money has theretofore been deposited in trust or segregated and held
           in trust by the Company and thereafter repaid to the Company or
           discharged from such trust, as provided in Section 10.03) have been
           delivered to the Indenture Trustee for cancellation; or


                                      -37-
<PAGE>


                (B) all Securities of such series and, in the case of (i) or
           (ii) below, any coupons appertaining thereto not theretofore
           delivered to the Indenture Trustee for cancellation

                      (i)  have become due and payable, or

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

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

     and the Company, in the case of (i), (ii) or (iii) above, has
     irrevocably deposited or caused to be deposited with the Indenture
     Trustee as trust funds in trust for the purpose an amount in the
     currency or currencies, currency unit or units or composite currency or
     currencies in which the Securities of such series are payable,
     sufficient to pay and discharge the entire indebtedness on such
     Securities and such coupons not theretofore delivered to the Indenture
     Trustee for cancellation, for principal (and premium, if any) and
     interest, and any Additional Amounts with respect thereto, to the date
     of such deposit (in the case of Securities which have become due and
     payable) or to the Stated Maturity or Redemption Date, as the case may
     be;

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

           (3) the Company has delivered to the Indenture Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Indenture Trustee and any predecessor
Indenture Trustee under Section 6.06, the obligations of the Company to any
Authenticating Agent under Section 6.11 and, if money shall have been deposited
with and held by the Indenture Trustee pursuant to subclause (B) of clause (1)
of this Section, the obligations of the Indenture Trustee under Section 4.02 and
the last paragraph of Section 10.03 shall survive.

      SECTION 4.02 APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 10.03, all money deposited with the Indenture Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Indenture Trustee may determine, to the
Persons


                                      -38-
<PAGE>

entitled thereto, of the principal (and premium, if any), and any interest
and Additional Amounts for whose payment such money has been deposited with
or received by the Indenture Trustee, but such money need not be segregated
from other funds except to the extent required by law.

                              ARTICLE V. - REMEDIES

           SECTION 5.01 EVENTS OF DEFAULT. "Event of Default," wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                (1) default in the payment of any interest upon or any
      Additional Amounts payable in respect of any Security of that series or of
      any coupon appertaining thereto, when such interest, Additional Amounts or
      coupon becomes due and payable, and continuance of such default for a
      period of 30 days; or

                (2) default in the payment of the principal of (or premium, if
      any, on) any Security of that series when it becomes due and payable at
      its Maturity; or

                (3) default in the deposit of any sinking fund payment, when and
      as due by the terms of any Security of that series; or

                (4) default in the performance or breach of any covenant or
      warranty of the Company in this Indenture with respect to any Security of
      that series (other than a covenant or warranty a default in whose
      performance or whose breach is elsewhere in this Section specifically
      dealt with), and continuance of such default or breach for a period of 60
      days after there has been given, by registered or certified mail, to the
      Company by the Indenture Trustee or to the Company and the Indenture
      Trustee by the Holders of at least 25% in principal amount of the
      Outstanding Securities of that series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such
      notice is a "Notice of Default" hereunder; or

                (5) the Company or any Significant Subsidiary pursuant to or
      within the meaning of any Bankruptcy Law;

                      (A)  commences a voluntary case,

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

                                      -39-
<PAGE>

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

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

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

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

                      (B) appoints a Custodian of the Company or any Significant
           Subsidiary or for all or substantially all of either of its property,
           or

                      (C) orders the liquidation of the Company or any
           Significant Subsidiary, and the order or decree remains unstayed and
           in effect for 90 days; or

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

As used in this Section 5.01, the term "Bankruptcy Law" means title 11, U.S.
Code or any similar Federal or state law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

           SECTION 5.02 ACCELERATION OF MATURITY: RESCISSION AND ANNULMENT. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Indenture
Trustee or the Holders of not less than 25% in principal amount of all the
Securities of that series will have the right to declare the principal amount
(or, if the Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal as may be specified in the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Indenture Trustee if given by the Holders), and upon any
such declaration such principal or specified portion thereof shall become
immediately due and payable.

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

                                      -40-
<PAGE>

                (1) the Company has paid or deposited with the Indenture Trustee
      a sum sufficient to pay in the currency, currency unit or composite
      currency in which the Securities of such series are payable (except as
      otherwise specified pursuant to Section 3.01 for the Securities of such
      series):

                      (A) all overdue installments of interest on and any
           Additional Amounts payable in respect of all Outstanding Securities
           of that series and any related coupons,

                      (B) the principal of (and premium, if any, on) any
           Outstanding Securities of that series which have become due otherwise
           than by such declaration of acceleration and interest thereon at the
           rate or rates borne by or provided for in such Securities,

                      (C) to the extent that payment of such interest is lawful,
           interest upon overdue installments of interest and any Additional
           Amounts at the rate or rates borne by or provided for in such
           Securities, and

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

                (2) all Events of Default with respect to Securities of that
      series, other than the nonpayment of the principal of (or premium, if any)
      or interest on Securities of that series which have become due solely by
      such declaration of acceleration, have been cured or waived as provided in
      Section 5.13.

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

           SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE. The Company covenants that if:

                (1) default is made in the payment of any installment of
      interest or Additional Amounts, if any, on any Security of any series and
      any related coupon when such interest or Additional Amount becomes due and
      payable and such default continues for a period of 30 days, or

                (2) default is made in the payment of the principal of (or
      premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Indenture Trustee, pay to the
Indenture Trustee, for the benefit of the Holders of such Securities of such
series and coupons, the whole amount then due


                                      -41-
<PAGE>

and payable on such Securities and coupons for principal (and premium, if any)
and interest and Additional Amounts, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest or Additional
Amounts, if any, at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel.

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

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

           SECTION 5.04 INDENTURE TRUSTEE MAY FILE PROOFS OF CLAIM. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Indenture Trustee (irrespective of whether the principal of the Securities of
any series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Indenture Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any,
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:

                           (i) to file and prove a claim for the whole amount,
           or such lesser amount as may be provided for in the Securities of
           such series, of principal (and premium, if any) and interest and
           Additional Amounts, if any, owing and unpaid in respect of the
           Securities and to file such other papers or documents as may be
           necessary or advisable in order to have the claims of the Indenture
           Trustee (including any claim for the reasonable compensation,
           expenses, disbursements and advances of the Indenture Trustee, its
           agents and counsel) and of the Holders allowed in such judicial
           proceeding, and

                                      -42-
<PAGE>

                           (ii) to collect and receive any moneys or other
           property payable or deliverable on any such claims and to distribute
           the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Indenture Trustee, and in the event that the Indenture Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Indenture
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and any predecessor
Indenture Trustee, their agents and counsel, and any other amounts due the
Indenture Trustee or any predecessor Indenture Trustee under Section 6.06.

           Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof, or to authorize the Indenture Trustee to vote in respect of the claim
of any Holder of a Security or coupon in any such proceeding.

           In any proceedings brought by the Indenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party) the Indenture Trustee shall be
held to represent all the Holders of the Securities, and it shall not be
necessary to make any Holders of the Securities parties to any such proceedings.

           SECTION 5.05 INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
OF SECURITIES OR COUPONS. All rights of action and claims under this Indenture
or any of the Securities or coupons may be prosecuted and enforced by the
Indenture Trustee without the possession of any of the Securities or coupons or
the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Indenture Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.

           SECTION 5.06 APPLICATION OF MONEY COLLECTED. Any money collected by
the Indenture Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Indenture Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                                      -43-
<PAGE>

                FIRST:  To the payment of all amounts due the Indenture Trustee
           and any predecessor Indenture Trustee under Section 6.06;

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

                THIRD:  To the payment of the remainder, if any, to the Company.

           SECTION 5.07 LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

                (1) such Holder has previously given written notice to the
      Indenture Trustee of a continuing Event of Default with respect to the
      Securities of that series;

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

                (3) such Holder or Holders have offered to the Indenture Trustee
      indemnity reasonably satisfactory to the Indenture Trustee against the
      costs, expenses and liabilities to be incurred in compliance with such
      request;

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

                (5) no direction inconsistent with such written request has been
      given to the Indenture Trustee during such 60-day period by the Holders of
      a majority in principal amount of the Outstanding Securities of that
      series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain


                                      -44-
<PAGE>

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

           SECTION 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS. Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have the
right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Sections 3.05 and 3.07) interest on, and
any Additional Amounts in respect of, such Security or payment of such coupon on
the respective due dates expressed in such Security or coupon (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

           SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Holder of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Indenture Trustee or to such Holder, then and in every such case, the
Company, the Indenture Trustee and the Holders of Securities and coupons shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Indenture Trustee and the Holders shall continue as though no
such proceeding had been instituted.

           SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Indenture Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy,and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employmentof any right or remedy hereunder, or otherwise, shall no
prevent the concurrentassertion or employment of any other appropriate right or
remedy.

           SECTION 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Indenture Trustee or of any Holder of any Security or coupon to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Indenture
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Indenture Trustee or by the Holders of
Securities or coupons, as the case may be.

                                      -45-
<PAGE>

           SECTION 5.12 CONTROL BY HOLDERS OF SECURITIES. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Indenture Trustee or exercising
any trust or power conferred on the Indenture Trustee with respect to the
Securities of such series, PROVIDED that

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

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

                (3) the Indenture Trustee need not take any action which might
      involve it in personal liability or be unduly prejudicial to the Holders
      of Securities of such series not joining therein.

           Nothing in this Indenture shall impair the right of the Indenture
Trustee in its discretion to take any action deemed proper by the Indenture
Trustee and which is not inconsistent with such direction by Holders.

           SECTION 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

                (1) in the payment of the principal of (or premium, if any) or
      interest on or Additional Amounts payable in respect of any Security of
      such series or any related coupons, or

                (2) in respect of a covenant or provision hereof which under
      Article IX cannot be modified or amended without the consent of the Holder
      of each Outstanding Security of such series affected.

           Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

           SECTION 5.14 WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the

                                      -46-
<PAGE>

performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

           SECTION 5.15 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken or omitted by it as Indenture
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Indenture Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


                       ARTICLE VI. - THE INDENTURE TRUSTEE

           SECTION 6.01 NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
transmit in the manner and to the extent provided in TIA Section 313(c), notice
of such default hereunder known to the Indenture Trustee, unless such default
shall have been cured or waived; PROVIDED, HOWEVER, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest on
or any Additional Amounts with respect to any Security of such series, or in the
payment of any sinking fund installment with respect to the Securities of such
series, the Indenture Trustee shall be protected in withholding such notice if
and so long as Responsible Officers of the Indenture Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and PROVIDED FURTHER that in the
case of any default or breach of the character specified in Section 5.01(4) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Securities of such series.

                                      -47-
<PAGE>

          SECTION 6.02 CERTAIN RIGHTS OF INDENTURE TRUSTEE. Subject to the
     provisions of TIA Section 315(a) through 315(d):

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

                (2) any request or direction of the Company mentioned herein
      shall be sufficiently evidenced by a Company Request or Company Order
      (other than delivery of any Security, together with any coupons
      appertaining thereto, to the Indenture Trustee for authentication and
      delivery pursuant to Section 3.03 which shall be sufficiently evidenced as
      provided therein) and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;

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

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

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

                (6) the Indenture Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, coupon or other paper or
      document, unless requested in writing so to do by the Holders of not less
      than a majority in aggregate principal amount of the Outstanding
      Securities of any series; PROVIDED that, if the payment within a
      reasonable time to the Indenture Trustee of the costs, expenses or
      liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Indenture

                                      -48-

<PAGE>




      Trustee, not reasonably assured to the Indenture Trustee by the security
      afforded to it by the terms of this Indenture, the Indenture Trustee may
      require reasonable indemnity against such expenses or liabilities as a
      condition to proceeding; the reasonable expenses of every such examination
      shall be paid by the Holders or, if paid by the Indenture Trustee, shall
      be repaid by the Holders upon demand. The Indenture Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or matters as it may see fit, and, if the Indenture Trustee shall
      determine to make such further inquiry or investigation, it shall be
      entitled to examine the books, records and premises of the Company,
      relevant to the facts or matters that are the subject of its inquiry,
      personally or by agent or attorney;

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

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

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

           Except during the continuance of an Event of Default, the Indenture
Trustee undertakes to perform only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Indenture Trustee.

           SECTION 6.03 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Indenture
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Indenture Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Indenture Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities or coupons, except that the Indenture
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder.
Neither the Indenture Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds thereof.

           SECTION 6.04 MAY HOLD SECURITIES. The Indenture Trustee, any Paying
Agent, Security Registrar, Authenticating Agent or any other agent of the
Company, in its individual or any


                                      -49-
<PAGE>


other capacity, may become the owner or pledgee of Securities and coupons and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with
the same rights it would have if it were not Indenture Trustee, Paying Agent,
Security Registrar, Authenticating Agent or such other agent.

           SECTION 6.05 MONEY HELD IN TRUST. Money held by the Indenture Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Indenture Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed with the
Company.

           SECTION 6.06  COMPENSATION AND REIMBURSEMENT.  The Company agrees:

                (1) to pay to the Indenture Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of an
Indenture Trustee of an express trust);

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

                (3) to indemnify each of the Indenture Trustee and any
predecessor Indenture Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

           When the Indenture Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(5) or Section
5.01(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

           As security for the performance of the obligations of the Company
under this Section, the Indenture Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Indenture
Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or interest on particular Securities or any coupons.


                                      -50-
<PAGE>

           The provisions of this Section shall survive the termination of this
Indenture.

           SECTION 6.07 CORPORATE INDENTURE TRUSTEE REQUIRED; ELIGIBILITY;
CONFLICTING INTERESTS. There shall at all times be an Indenture Trustee
hereunder which shall be eligible to act as Indenture Trustee under TIA Section
310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.
If such corporation publishes reports of condition at least annually, pursuant
to law or the requirements of Federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. Neither the Company nor any Person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as Indenture
Trustee.

           SECTION 6.08 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

           (a) No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Indenture
Trustee in accordance with the applicable requirements of Section 6.09.

           (b) The Indenture Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Indenture Trustee shall
not have been delivered to the Indenture Trustee within 30 days after the giving
of such notice of resignation, the resigning Indenture Trustee may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.

           (c) The Indenture Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Indenture
Trustee and to the Company.

           (d)        If at any time:

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




                                      -51-
<PAGE>

                (2) the Indenture Trustee shall cease to be eligible under
      Section 6.07 and shall fail to resign after written request therefor by
      the Company or by any Holder of a Security who has been a bona fide Holder
      of a Security for at least six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Indenture Trustee and appoint a successor Indenture Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of
a Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Indenture Trustee with respect
to all Securities and the appointment of a successor Indenture Trustee or
Indenture Trustees.

           (e) If the Indenture Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Indenture
Trustee for any cause with respect to the Securities of one or more series, the
Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Indenture Trustee or Indenture Trustees with respect to the Securities
of that or those series (it being understood that any such successor Indenture
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Indenture Trustee with
respect to the Securities of any particular series). If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Indenture Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Indenture Trustee
with respect to the Securities of such series and to that extent supersede the
successor Indenture Trustee appointed by the Company. If no successor Indenture
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner hereinafter provided, any Holder of a Security who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee with respect
to Securities of such series.

           (f) The Company shall give notice of each resignation and each
removal of the Indenture Trustee with respect to the Securities of any series in
the manner provided for notices to the Holders of Securities in Section 1.06.
Each notice shall include the name of the successor



                                      -52-
<PAGE>

Indenture Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

           SECTION 6.09 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of
the appointment hereunder of a successor Indenture Trustee with respect to all
Securities, every such successor Indenture Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Indenture Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Indenture Trustee shall become effective and such successor
Indenture Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Indenture
Trustee; but, on request of the Company or the successor Indenture Trustee, such
retiring Indenture Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Indenture Trustee all the
rights, powers and trusts of the retiring Indenture Trustee, and shall duly
assign, transfer and deliver to such successor Indenture Trustee all property
and money held by such retiring Indenture Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.06.

           (b) In case of the appointment hereunder of a successor Indenture
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Indenture Trustee and each successor Indenture Trustee
with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto, pursuant to Article IX hereof, wherein each
successor Indenture Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Indenture Trustee relates, (2) if the retiring Indenture Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Indenture Trustee with respect to the Securities of that or
those series as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the retiring Indenture Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Indenture Trustee shall become effective to the extent provided therein
and each such successor Indenture Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Indenture Trustee with respect to the Securities of that or
those series to which the appointment of such successor Indenture Trustee
relates; but, on request of the Company or any successor Indenture Trustee, such
retiring Indenture



                                      -53-
<PAGE>

Trustee shall duly assign, transfer and deliver to such successor Indenture
Trustee all property and money held by such retiring Indenture Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Indenture Trustee relates.

           (c) Upon request of any such successor Indenture Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Indenture Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section 6.09, as the case may
be.

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

           SECTION 6.10 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Indenture Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Indenture Trustee, shall be the successor of
the Indenture Trustee hereunder, PROVIDED such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities or coupons shall have been authenticated, but not delivered, by
the Indenture Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Indenture Trustee may adopt such
authentication and deliver the Securities or coupons so authenticated with the
same effect as if such successor Indenture Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Indenture Trustee, any such successor
Indenture Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Indenture Trustee, with the full
force and effect which this Indenture provides for the certificate of
authentication of the Indenture Trustee.

           SECTION 6.11 APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding, the Indenture Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Indenture Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Indenture
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Indenture Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Indenture Trustee or the Indenture Trustee's certificate of authentication,
such reference shall be deemed to include authentication and



                                      -54-
<PAGE>

delivery on behalf of the Indenture Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Indenture Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any state or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or state authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to laws or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

           Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Indenture Trustee or the Authenticating Agent.

           An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Indenture Trustee for such
series and to the Company. The Indenture Trustee for any series of Securities
may at any time terminate the agency of an Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
any case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Indenture Trustee for such
series may appoint a successor Authenticating Agent which shall be acceptable to
the Company and shall give notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve in the manner set forth in Section 1.06. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.



                                      -55-
<PAGE>

           The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses
for its services under this Section.

           If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Indenture Trustee's certificate of authentication,
an alternate certificate of authentication substantially in the following form:

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

                           [NAME OF INDENTURE TRUSTEE]
                                as Indenture Trustee


                           By:
                                --------------------------------
                                as Authenticating Agent


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


                        ARTICLE VII. - HOLDERS' LISTS AND
                    REPORTS BY INDENTURE TRUSTEE AND COMPANY

           SECTION 7.01 DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Indenture Trustee that neither the Company nor the Indenture
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312(b).

           SECTION 7.02 REPORTS BY INDENTURE TRUSTEE. Within 60 days after May
15 of each year commencing with the first [ DATE ] after the first issuance of
Securities pursuant to this Indenture, the Indenture Trustee shall transmit by
mail to all Holders of Securities as provided in TIA Section 313(c) a brief
report dated as of [ DATE ] if required by TIA Section 313(a).




                                      -56-
<PAGE>

           SECTION 7.03  REPORTS BY COMPANY.  The Company will:

                (1) file with the Indenture Trustee, within 15 days after the
      Company is required to file the same with the Commission, copies of the
      annual reports and of the information, documents and other reports (or
      copies of such portions of any of the foregoing as the Commission may from
      time to time by rules and regulations prescribe) which the Company may be
      required to file with the Commission pursuant to Section 13 or Section
      15(d) of the Securities Exchange Act of 1934; or, if the Company is not
      required to file information, documents or reports pursuant to either of
      such Sections, then it will file with the Indenture Trustee and the
      Commission, in accordance with rules and regulations prescribed from time
      to time by the Commission, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      Section 13 of the Securities Exchange Act of 1934 in respect of a security
      listed and registered on a national securities exchange as may be
      prescribed from time to time in such rules and regulations;

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

                (3) transmit by mail to the Holders of Securities, within 30
      days after the filing thereof with the Indenture Trustee, in the manner
      and to the extent provided in TIA Section 313(c), such summaries of any
      information, documents and reports required to be filed by the Company
      pursuant to paragraphs (1) and (2) of this Section as may be required by
      rules and regulations prescribed from time to time by the Commission.

           SECTION 7.04 COMPANY TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES
OF HOLDERS. The Company will furnish or cause to be furnished to the Indenture
Trustee:

           (a) semiannually, not later than 15 days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Holders of Registered Securities of such series as of such Regular Record Date,
or if there is no Regular Record Date for interest for such series of
Securities, semiannually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such series, and

           (b) at such other times as the Indenture Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished,



                                      -57-
<PAGE>

PROVIDED, HOWEVER, that, so long as the Indenture Trustee is the Security
Registrar, no such list shall be required to be furnished.


                  ARTICLE VIII. - CONSOLIDATION, MERGER, SALE,
                               LEASE OR CONVEYANCE

           SECTION 8.01 CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, (1) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States or a State thereof and such successor corporation
shall expressly assume the due and punctual payment of the principal of (and
premium, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 10.10) on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture, complying with Article IX hereof, satisfactory to the
Indenture Trustee, executed and delivered to the Indenture Trustee by such
corporation and (2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result thereof as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing.

           SECTION 8.02 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Indenture Trustee; and, upon the order of such successor corporation, instead of
the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Indenture Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Indenture Trustee for authentication, and any
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Indenture Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued



                                      -58-
<PAGE>

in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

           In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

           SECTION 8.03 OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 8.01 is
also subject to the condition that the Indenture Trustee receive an Officers'
Certificate and an Opinion of Counsel to the effect that any such consolidation,
merger, sale, lease or conveyance, and the assumption by any successor
corporation, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


                      ARTICLE IX. - SUPPLEMENTAL INDENTURES

           SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Indenture Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for any of
the following purposes:

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

                (2) to add to the covenants of the Company for the benefit of
      the Holders of all or any series of Securities (and if such covenants are
      to be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company; or

                (3) to add any additional Events of Default for the benefit of
      the Holders of all or any series of Securities (and if such Events of
      Default are to be for the benefit of less than all series of Securities,
      stating that such Events of Default are expressly being included solely
      for the benefit of such series); PROVIDED, HOWEVER, that in respect of any
      such additional Events of Default such supplemental indenture may provide
      for a particular period of grace after default (which period may be
      shorter or longer than that allowed in the case of other defaults) or may
      provide for an immediate enforcement upon such default or may limit the
      remedies available to the Indenture Trustee upon such default or may limit
      the right of the Holders of a



                                      -59-
<PAGE>

      majority in aggregate principal amount of that or those series of
      Securities to which such additional Events of Default apply to waive such
      default; or

                (4) to add to or change any of the provisions of this Indenture
      to provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of or any
      premium or interest on Bearer Securities, to permit Bearer Securities to
      be issued in exchange for Registered Securities, to permit Bearer
      Securities to be issued in exchange for Bearer Securities of other
      authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form, PROVIDED that any such action shall not
      adversely affect the interests of the Holders of Securities of any series
      or any related coupons in any material respect; or

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

                (6) to secure the Securities; or

                (7) to establish the form or terms of Securities of any series
      and any related coupons as permitted by Sections 2.01 and 3.01, including
      the provisions and procedures relating to Securities convertible into
      Common Shares or Preferred Shares, as the case may be; or

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

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

                (10) to supplement any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the defeasance
      and discharge of any series of Securities pursuant to Sections 4.01, 14.02
      and 14.03; PROVIDED that any such action shall not adversely



                                      -60-
<PAGE>

      affect the interests of the Holders of Securities of such series and any
      related coupons or any other series of Securities in any material respect.

           SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Indenture Trustee, the Company,
when authorized by or pursuant to a Board Resolution, and the Indenture Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities and any related coupons under this Indenture; PROVIDED,
HOWEVER, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

                (1) change the Stated Maturity of the principal of (or premium,
      if any, on) or any installment of principal of or interest on, any
      Security; or reduce the principal amount thereof or the rate or amount of
      interest thereon or any Additional Amounts payable in respect thereof, or
      any premium payable upon the redemption thereof, or change any obligation
      of the Company to pay Additional Amounts pursuant to Section 10.10 (except
      as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or
      reduce the amount of principal of an Original Issue Discount Security that
      would be due and payable upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 5.02 or the amount thereof provable
      in bankruptcy pursuant to Section 5.04, or adversely affect any right of
      repayment at the option of the Holder of any Security, or change any Place
      of Payment where, or the currency or currencies, currency unit or units or
      composite currency or currencies in which, any Security or any premium or
      the interest thereon is payable, or impair the right to institute suit for
      the enforcement of any such payment on or after the Stated Maturity
      thereof (or, in the case of redemption or repayment at the option of the
      Holder, on or after the Redemption Date or the Repayment Date, as the case
      may be), or

                (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver with respect to such series (or compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or reduce the requirements
      of Section 15.04 for quorum or voting, or

                (3) modify any of the provisions of this Section, Section 5.13
      or Section 10.11, except to increase the required percentage to effect
      such action or to provide that certain other provisions of this Indenture
      cannot be modified or waived without the consent of the Holder of each
      Outstanding Security affected thereby.





                                      -61-
<PAGE>

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

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

           SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Indenture Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Indenture Trustee's own
rights, duties or immunities under this Indenture or otherwise.

           SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

           SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

           SECTION 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Indenture Trustee, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Indenture Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Securities of
such series.





                                      -62-
<PAGE>



                             ARTICLE X. - COVENANTS

           SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM, IF ANY; INTEREST AND
ADDITIONAL AMOUNTS. The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on and any Additional Amounts
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 3.01 with
respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 10.10 in respect
of principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless otherwise
specified with respect to Securities of any series pursuant to Section 3.01, at
the option of the Company, all payments of principal may be paid by check to the
registered Holder of the Registered Security or other person entitled thereto
against surrender of such Security.

           SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Company shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain: (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 10.10) or conversion; PROVIDED, HOWEVER, that if the
Securities of that series are listed on any stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in any required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange; and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office




                                      -63-
<PAGE>

or agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Indenture Trustee of the location, and any
change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Indenture Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Indenture Trustee, except that Bearer Securities of that series
and the related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Bearer Securities of that series
pursuant to Section 10.10) or conversion at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands,
and the Company hereby appoints the Indenture Trustee its agent to receive all
such presentations, surrenders, notices and demands.

           Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; PROVIDED, HOWEVER, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts payable on Securities of such series
pursuant to Section 10.10) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, if any,
interest or Additional Amounts, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.

           The Company may from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Indenture Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 3.01 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Indenture Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.


                                      -64-
<PAGE>

           Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

           SECTION 10.03 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) sufficient to pay
the principal (and premium, if any) or interest or Additional Amounts so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Indenture Trustee of its
action or failure so to act.

           Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any Securities of that series, deposit with a Paying
Agent a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal (and premium, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest or Additional Amounts and
(unless such Paying Agent is the Indenture Trustee) the Company will promptly
notify the Indenture Trustee of its action or failure so to act.

           The Company will cause each Paying Agent for any series of Securities
other than the Indenture Trustee to execute and deliver to the Indenture Trustee
an instrument in which such Paying Agent shall agree with the Indenture Trustee,
subject to the provisions of this Section, that such Paying Agent will

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

                (2) give the Indenture Trustee notice of any default by the
           Company (or any other obligor upon the Securities) in the making of
           any such payment of principal (and premium, if any) or interest on
           the Securities of that series; and



                                      -65-
<PAGE>


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

           The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Indenture Trustee all
sums held in trust by the Company or such Paying Agent, such sums to be held by
the Indenture Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Indenture Trustee, such Paying Agent shall be released from all
further liability with respect to such sums.

           Except as otherwise provided in the Securities of any series, any
money deposited with the Indenture Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on, or any Additional Amounts in respect of, any Security of any
series and remaining unclaimed for one year after such principal (and premium,
if any), interest or Additional Amounts has become due and payable shall be paid
to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Amounts in
respect of, any Security, without interest thereon, and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; PROVIDED,
HOWEVER, that the Indenture Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

           SECTION 10.04 EXISTENCE. Subject to Article Eight, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, all material rights (by articles of
incorporation, by-laws and statute) and material franchises, PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

           SECTION 10.05 MAINTENANCE OF PROPERTIES. The Company will cause all
of its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments



                                      -66-
<PAGE>

and improvements thereof, all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that the Company and
its Subsidiaries shall not be prevented from selling or otherwise disposing of
their properties for value in the ordinary course of business.

           SECTION 10.06 INSURANCE. The Company will cause each of its and its
Subsidiaries' insurable properties to be insured against loss or damage in an
amount at least equal to their then full insurable value with insurers of
recognized responsibility.

           SECTION 10.07 PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; PROVIDED, HOWEVER, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

           SECTION 10.08 PROVISION OF FINANCIAL INFORMATION. Whether or not the
Company is subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company will prepare the annual reports, quarterly reports and other
documents within 15 days of each of the respective dates by which the Company
would have been required to file such annual reports, quarterly reports and
other documents with the Commission pursuant to such Section 13 or 15(d) and
will (i) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, without cost to such Holders copies of the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections,
and (ii) file with the Indenture Trustee copies of the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 if the Company were subject to such Sections and (iii) promptly upon
written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.

           SECTION 10.09 STATEMENT AS TO COMPLIANCE. The Company will deliver to
the Indenture Trustee, within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance, specifying such noncompliance and the nature
and status thereof. For purposes of this Section 10.09, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.


                                      -67-
<PAGE>



           SECTION 10.10 ADDITIONAL AMOUNTS. If any Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 3.01. Whenever
in this Indenture there is mentioned, in any context except in the case of
Section 5.02(1), the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section
3.01 to the extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof pursuant to such terms and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

           Except as otherwise specified as contemplated by Section 3.01, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Indenture Trustee and the Company's principal Paying Agent or Paying Agents, if
other than the Indenture Trustee, with an Officers' Certificate instructing the
Indenture Trustee and such Paying Agent or Paying Agents whether such payment of
principal, of any premium or of interest on the Securities of that series shall
be made to Holders of Securities of that series or any related coupons who are
not United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of that series or related coupons
and the Company will pay to the Indenture Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. In the event that
the Indenture Trustee or any Paying Agent, as the case may be, shall not so
receive the above-mentioned certificate, then the Indenture Trustee or such
Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Indenture Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them or in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.


                                      -68-
<PAGE>



           SECTION 10.11 WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Sections 10.04 to 10.08, inclusive, if before or after the time for
such compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Indenture
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


                     ARTICLE XI. - REDEMPTION OF SECURITIES

           SECTION 11.01 APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

           SECTION 11.02 ELECTION TO REDEEM; NOTICE TO INDENTURE TRUSTEE. The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any series, the Company shall, at
least 45 days prior to the giving of the notice of redemption in Section 11.04
(unless a shorter notice shall be satisfactory to the Indenture Trustee), notify
the Indenture Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Indenture Trustee with an Officers' Certificate
evidencing compliance with such restriction.

           SECTION 11.03 SELECTION BY INDENTURE TRUSTEE OF SECURITIES TO BE
REDEEMED. If less than all the Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Indenture Trustee, from the Outstanding Securities of such series issued on such
date with the same terms not previously called for redemption, by such method as
the Indenture Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.



                                      -69-
<PAGE>

           The Indenture Trustee shall promptly notify the Company and the
Security Registrar (if other than itself) in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

           For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of the Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

           SECTION 11.04 NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 1.06, not less than 15 days nor more
than 60 days prior to the Redemption Date, unless a shorter period is specified
by the terms of such series established pursuant to Section 3.01, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner
herein provided to the Holder of any Security designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other Security
or portion thereof.

           Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

           All notices of redemption shall state:

                (1)   the Redemption Date,

                (2) the Redemption Price, accrued interest to the Redemption
           Date payable as provided in Section 11.06, if any, and Additional
           Amounts, if any,

                (3) if less than all Outstanding Securities of any series are to
           be redeemed, the identification (and, in the case of partial
           redemption, the principal amount) of the particular Security or
           Securities to be redeemed,

                (4) in case any Security is to be redeemed in part only, the
           notice which relates to such Security shall state that on and after
           the Redemption Date, upon surrender of such Security, the holder will
           receive, without a charge, a new Security or Securities of authorized
           denominations for the principal amount thereof remaining unredeemed,

                (5) that on the Redemption Date, the Redemption Price and
           accrued interest to the Redemption Date payable as provided in
           Section 11.06, if any, will become due and



                                      -70-
<PAGE>

           payable upon each such Security, or the portion thereof, to be
           redeemed and, if applicable, that interest thereon shall cease to
           accrue on and after said date,

                (6) the Place or Places of Payment where such Securities,
           together in the case of Bearer Securities with all coupons pertaining
           thereto, if any, maturing after the Redemption Date, are to be
           surrendered for payment of the Redemption Price and accrued interest,
           if any, or for conversion,

                (7) that the redemption is for a sinking fund, if such is the
           case,

                (8) that, unless otherwise specified in such notice, Bearer
           Securities of any series, if any, surrendered for redemption must be
           accompanied by all coupons maturing subsequent to the date fixed for
           redemption or the amount of any such missing coupon or coupons will
           be deducted from the Redemption Price, unless security or indemnity
           satisfactory to the Company, the Indenture Trustee for such series
           and any Paying Agent is furnished,

                (9) if Bearer Securities of any series are to be redeemed and
           any Registered Securities of such series are not to be redeemed, and
           if such Bearer Securities may be exchanged for Registered Securities
           not subject to redemption on this Redemption Date pursuant to Section
           3.05 or otherwise, the last date, as determined by the Company, on
           which such exchanges may be made,

               (10) the CUSIP number of such Security, if any, and

               (11) if applicable, that a Holder of Securities who desires to
           convert Securities for redemption must satisfy the requirements for
           conversion contained in such Securities, the then existing conversion
           price or rate, the place or places where such Securities may be
           surrendered for conversion, and the date and time when the option to
           convert shall expire.

           Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Indenture Trustee in the name and at the expense of the Company.

           SECTION 11.05 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Indenture Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which it may
not do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 10.03) an amount of money in the currency
or currencies, currency unit or units or composite currency of currencies in
which the



                                      -71-
<PAGE>

Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.

           If any Securities called for redemption are converted, any money
deposited with the Indenture Trustee or with any Paying Agent or so segregated
and held in trust for the redemption of such Security shall be paid to the
Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

           SECTION 11.06 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units of
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
10.02) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of coupons for such interest; and PROVIDED
further that, except as otherwise provided with respect to Securities
convertible into Common Shares or Preferred Shares, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.07.

           If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Indenture Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Indenture Trustee or any Paying Agent any
such missing coupon in respect of



                                      -72-
<PAGE>

which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; PROVIDED, HOWEVER, that
interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
10.02) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of those coupons.

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

           SECTION 11.07 SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article XII) shall be surrendered at a Place of Payment therefor (with, if
the Company or the Indenture Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Indenture Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Indenture Trustee
shall authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities of the same series, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Global Security is so surrendered, the Company shall execute
and the Indenture Trustee shall authenticate and deliver to the depository,
without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered.


                          ARTICLE XII. - SINKING FUNDS

           SECTION 12.01 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

           The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.


                                      -73-

<PAGE>

           SECTION 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; PROVIDED that such Securities so delivered or applied as a credit have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Indenture Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

           SECTION 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Indenture Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.02, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Indenture Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days before each such sinking fund payment date the Indenture Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 11.03 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Sections 11.06 and 11.07.


               ARTICLE XIII. - REPAYMENT AT THE OPTION OF HOLDERS

           SECTION 13.01 APPLICABILITY OF ARTICLE. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
3.01) in accordance with this Article.



                                      -74-
<PAGE>



           SECTION 13.02 REPAYMENT OF SECURITIES. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or prior to the Repayment Date it
will deposit with the Indenture Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series) sufficient to pay the principal
(or, if so provided by the terms of the Securities of any series, a percentage
of the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof, as
the case may be, to be repaid on such date.

           SECTION 13.03 EXERCISE OF OPTION. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Indenture Trustee must receive at the
Place of Payment therefor specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify the
Holders of such Securities) not earlier than 60 days nor later than 30 days
prior to the Repayment Date (1) the Security so providing for such repayment
together with the "Option to Elect Repayment" form on the reverse thereof duly
completed by the Holder (or by the Holder's attorney duly authorized in writing)
or (2) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of Securities Dealers,
Inc. ("NASD"), or a commercial bank or trust company in the United States
setting forth the name of the Holder of the Security, the principal amount of
the Security, the principal amount of the Security to be repaid, the CUSIP
number, if any, or a description of the tenor and terms of the Security, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse of the Security, will be
received by the Indenture Trustee not later than the fifth Business Day after
the date of such telegram, telex, facsimile transmission or letter; PROVIDED,
HOWEVER, that such telegram, telex, facsimile transmission or letter shall only
be effective if such Security and form duly completed are received by the
Indenture Trustee by such fifth Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized


                                      -75-
<PAGE>


denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

           SECTION 13.04 WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AN
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 10.02) and, unless
otherwise specified pursuant to Section 3.01, only upon presentation and
surrender of such coupons; and PROVIDED FURTHER that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

           If any Bearer Security surrendered for repayment shall not be
accompanied for all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 13.02 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Indenture Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to the
Indenture Trustee or any Paying Agent any such missing coupon in respect of
which a deduction shall have been made as provided in the preceding sentence,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 10.02) and, unless otherwise specified as contemplated by Section 3.01,
only upon presentation and surrender of those coupons.


                                      -76-


<PAGE>

           If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

           SECTION 13.05 SECURITIES REPAID IN PART. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Indenture Trustee shall authenticate and deliver to the Holder
of such Security, without service charge and at the expense of the Company, a
new Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.


                ARTICLE XIV. - DEFEASANCE AND COVENANT DEFEASANCE

           SECTION 14.01 APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 3.01, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 14.02 or (b) covenant defeasance of the Securities of or
within a series under Section 14.03, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 3.01
with respect to any Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 14.02 (if applicable) or Section
14.03 (if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

           SECTION 14.02 DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 14.04 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 14.05 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Indenture Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the


                                      -77-
<PAGE>


same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Outstanding
Securities and any coupons appertaining thereto to receive, solely from the
trust fund described in Section 14.04 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 10.10, (C) the rights, powers, trusts, duties and immunities of the
Indenture Trustee hereunder and (D) this Article. Subject to compliance with
this Article XIV, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 14.03 with
respect to such Securities and any coupons appertaining thereto.


           SECTION 14.03 COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 10.04 to 10.08, inclusive, and, if specified pursuant to Section 3.01,
its obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 14.04 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 10.04 to 10.08, inclusive, or such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any coupons appertaining thereto, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or
such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default
under Section 5.01(4) or 5.01(8) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

           SECTION 14.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 14.02 or Section
14.03 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

           (a) The Company shall irrevocably have deposited or caused to be
deposited with the Indenture Trustee (or another trustee satisfying the
requirements of Section 6.07 who shall agree to comply with the provisions of
this Article XIV applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated


                                      -78-
<PAGE>


solely to, the benefit of the Holders of such Securities and any coupons
appertaining thereto, (1) an amount in such currency, currencies or currency
unit in which such Securities and any coupons appertaining thereto are then
specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such securities and coupons appertaining thereto (determined on
the basis of the currency, currencies or currency unit in which such Securities
and coupons appertaining thereto are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment of principal of (and premium, if any) and interest, if
any, on such Securities and any coupons appertaining thereto, money in an
amount, or (3) a combination thereof, in any case, in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Indenture Trustee,
to pay and discharge, and which shall be applied by the Indenture Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and any
coupons appertaining thereto on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities and any
coupons appertaining thereto on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities
and any coupons appertaining thereto.

           (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.

           (c) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 5.01(6) and 5.01(7) are concerned, at
any time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period).

           (d) In the case of an election under Section 14.02, the Company shall
have delivered to the Indenture Trustee an Opinion of Counsel stating that (i)
the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.


                                      -79-


<PAGE>

           (e) In the case of an election under Section 14.03, the Company shall
have delivered to the Indenture Trustee an Opinion of Counsel to the effect that
the Holders of such Outstanding Securities and any coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred.

           (f) The Company shall have delivered to the Indenture Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 14.02 or the covenant
defeasance under Section 14.03 (as the case may be) have been complied with and
an Opinion of Counsel to the effect that either (i) as a result of a deposit
pursuant to subsection (a) above and the related exercise of the Company's
opinion under Section 14.02 or Section 14.03 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the
Indenture Trustee for such trust funds or (ii) all necessary registrations under
said Act have been effected.

           (g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations with may be imposed on
the Company in connection therewith pursuant to Section 3.01.

           SECTION 14.05 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 10.03, all money and Government Obligations (or other
property as may be provided pursuant to Section 3.01) (including the proceeds
thereof) deposited with the Indenture Trustee (or other qualifying trustee,
collectively for purposes of this Section 14.05, the "Indenture Trustee")
pursuant to Section 14.04 in respect of any Outstanding Securities of any series
and any coupons appertaining thereto shall be held in trust and applied by the
Indenture Trustee, in accordance with the provisions of such Securities and any
coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Indenture Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

           Unless otherwise specified with respect to any Security pursuant to
Section 3.01, if, after a deposit referred to in Section 14.04(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.01 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 14.04(a) has been made in respect of such
Security, or (b) a



                                      -80-

<PAGE>


Conversion Event occurs in respect of the currency or currency unit in which the
deposit pursuant to Section 14.04(a) has been made, the indebtedness represented
by such Security and any coupons appertaining thereto shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any), and interest, if any, on such Security as
the same becomes due out of the process yielded by converting (from time to time
as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the currency or currency
unit in which such Security become payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency
or currency unit in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.

           The Company shall pay and indemnify the Indenture Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 14.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
coupons appertaining thereto.

           Anything in this Article to the contrary notwithstanding, subject to
Section 6.06, the Indenture Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 14.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Indenture Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Article.


                 ARTICLE XV. - MEETINGS OF HOLDERS OF SECURITIES

           SECTION 15.01 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

           SECTION 15.02 CALL, NOTICE AND PLACE OF MEETINGS. (a) The Indenture
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 15.01, to be held at such time and at such
place as the Indenture Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the



                                      -81-

<PAGE>

manner provided in Section 1.06, not less than 20 nor more than 180 days prior
to the date fixed for the meeting.

           (b) In case at any time the Company, pursuant to a Board Resolution
or the Holders of at least 25% in principal amount of the Outstanding Securities
of any series shall have requested the Indenture Trustee to call a meeting of
the Holders of Securities of such series for any purpose specified in Section
15.01, by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Indenture Trustee shall not have made the
first publication of the notice of such meeting within 20 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.


           SECTION 15.03 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Indenture Trustee and
its counsel and any representatives of the Company and its counsel.

           SECTION 15.04 QUORUM; ACTION. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; PROVIDED, HOWEVER,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at the reconvening of any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days; at the reconvening of any meeting adjourned or further adjourned for lack
of a quorum, the persons entitled to vote 25% in aggregate principal amount of
the then Outstanding Securities shall constitute a quorum for the taking of any
action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section


                                      -82-
<PAGE>


15.02(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.

           Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities represented at such meeting; PROVIDED, HOWEVER, that, except as
limited by the proviso to Section 9.02, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

           Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

           Notwithstanding the foregoing provisions of this Section 15.04, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

               (i) there shall be no minimum quorum requirement for such
          meeting; and

               (ii) the principal amount of the Outstanding Securities of such
      series that vote in favor of such request, demand, authorization,
      direction, notice, consent, waiver or other action shall be taken into
      account in determining whether such request, demand, authorization,
      direction, notice, consent, waiver or other action has been made, given or
      taken under this Indenture.

      SECTION 15.05 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS. (a) Notwithstanding any provisions of this Indenture, the Indenture
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the



                                      -83-

<PAGE>



conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 1.04 and the appointment of any
proxy shall be proved in the manner specified in Section 1.04 or by having the
signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 1.04 to certify to the holding of
Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 1.04 or other proof.

           (b) The Indenture Trustee shall, by an instrument in writing, appoint
a temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 15.02(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

           (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

           (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

           SECTION 15.06 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as



                                      -84-
<PAGE>


provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to
the Indenture Trustee to be preserved by the Indenture Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.




                                      -85-
<PAGE>


                                   SIGNATURES

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

                               BEAZER HOMES USA, INC.


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


                                    Attest:
                                           ----------------------------------
                                    Title:



                               [NAME OF INDENTURE TRUSTEE]
                               as Indenture Trustee


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


                                    Attest:
                                           ----------------------------------
                                    Title:



                                      -86-
<PAGE>


                                    EXHIBIT A

                  FORM OF REDEEMABLE OR NON-REDEEMABLE SECURITY

                               [Face of Security]


[If the Holder of this Security (as indicated below) is The Depository Trust
Company ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

Unless this Security is presented by an authorized representative of The
Depository Trust Company ("DTC"), 55 Water Street, New York, New York to the
Issuer or its agent for registration of transfer, exchange or payment, and such
Security issued is registered in the name of CEDE & CO., or such other name as
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, CEDE & CO., has an interest herein.

Unless and until this Security is exchanged in whole or in part for Securities
in certificated form, this Security may not be transferred except as a whole by
DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of
DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
successor.]

[IF THIS SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- FOR PURPOSES
OF SECTION 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS __% OF ITS PRINCIPAL AMOUNT, THE
ISSUE DATE IS _________, 19__ [AND] THE YIELD TO MATURITY IS __%. [THE METHOD
USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT
ACCRUAL PERIOD OF __________, 19__ TO ___________, 19__, IS __% OF THE PRINCIPAL
AMOUNT OF THIS SECURITY.]

                                       A-1

<PAGE>



                             BEAZER HOMES USA, INC.
                             [Designation of Series]

No.                                                                $
   -----                                                            -----


BEAZER HOMES USA, INC., a Delaware corporation (therein referred to as the
"Company," which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to _______________ or registered assigns the principal sum of _____ Dollars on
_____________ (the "Stated Maturity Date") [or INSERT DATE FIXED FOR EARLIER
REDEMPTION (the "Redemption Date," and together with the Stated Maturity Date
with respect to principal repayable on such date, the "Maturity Date.")]

[IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- and to pay
interest thereon from ___________ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on ________
and ___________ in each year (each, an "Interest Payment Date"), commencing
___________, at the rate of __% per annum, until the principal hereof is paid or
duly provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the __________ or ________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date at
the office or agency of the Company maintained for such purpose; PROVIDED,
HOWEVER, that such interest may be paid, at the Company's option, by mailing a
check to such Holder at its registered address or by transfer of funds to an
account maintained by such Holder within the United States. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Holder in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Indenture Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.]

[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
[Stated] Maturity Date and in such case the overdue principal of this Security
shall bear interest at the rate of __% per annum (to the extent that the payment
of such interest shall



                                       A-2

<PAGE>



be legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of __% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

The principal of this Security payable on the Stated Maturity Date [or the
principal of, premium, if any, and, if the Redemption Date is not an Interest
Payment Date, interest on this Security payable on the Redemption Date] will be
paid against presentation of this Security at the office or agency of the
Company maintained for that purpose in _____________, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

Interest payable on this Security on any Interest Payment Date and on the
[Stated] Maturity Date [or Redemption Date, as the case may be,] will include
interest accrued from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including ___________, if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be.] If any Interest Payment Date or the
[Stated] Maturity Date or [Redemption Date] falls on a day that is not a
Business Day, as defined below, principal, premium, if any, and/or interest
payable with respect to such Interest Payment Date or [Stated] Maturity Date [or
Redemption Date, as the case may be,] will be paid on the next succeeding
Business Day with the same force and effect as if it were paid on the date such
payment was due, and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date or [Stated] Maturity Date [or
Redemption Date, as the case may be.] "Business Day" means any day, other than a
Saturday or Sunday, on which banks in ____________ are not required or
authorized by law or executive order to close.

[IF THIS SECURITY IS A GLOBAL SECURITY, INSERT -- All payments of principal,
premium, if any, and interest in respect of this Security will be made by the
Company in immediately available funds.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the
Indenture Trustee by manual signature of one of its authorized signatories, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.



                                       A-3

<PAGE>



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.

Dated:                            BEAZER HOMES USA, INC.
      --------------


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


Attest:

--------------------------
Secretary



                                       A-4


<PAGE>



                              [Reverse of Security]

                             BEAZER HOMES USA, INC.


This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of _____________, 199_ (herein called the
"Indenture") between the Company and ______________, as Indenture Trustee
(herein called the "Indenture Trustee," which term includes any successor
trustee under the Indenture with respect to the series of which this Security is
a part), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Indenture Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the duly
authorized series of Securities designated on the face hereof (collectively, the
"Securities"), [IF APPLICABLE, INSERT -- and the aggregate principal amount of
the Securities to be issued under such series is limited to $_____ (except for
Securities authenticated and delivered upon transfer of, or in exchange for, or
in lieu of other Securities).] All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

[IF APPLICABLE, INSERT -- The Securities are subject to redemption [(i) (IF
APPLICABLE, INSERT -- on _________ in any year commencing with the year ____ and
ending with the year ____ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] [IF
APPLICABLE, INSERT -- at any time [on or after ________], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as
a percentage of the principal amount):

If redeemed on or before ___________, __% and if redeemed during the 12-month
period beginning _________ of the years indicated at the Redemption Prices
indicated below.


  YEAR        REDEMPTION PRICE           YEAR             REDEMPTION PRICE
  ----        ----------------           ----             ----------------


and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or

                                       A-5


<PAGE>



or otherwise)] with accrued interest to the Redemption Date; PROVIDED, HOWEVER,
that installments of interest on this Security whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this Security, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

           [IF APPLICABLE, INSERT -- The Securities are subject to redemption
(1) on ______ in any year commencing with the year _____ and ending with the
year ____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after _______], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ______ of the years indicated,


            Redemption Price for Redemption    Redemption Price for Redemption
                 Through Operation            Otherwise Than Through Operation
  Year         of the Sinking Fund                 of the Sinking Fund
  ----         -------------------                 -------------------


and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

           [IF APPLICABLE, INSERT -- The sinking fund for the Securities
provides for the redemption on _______ in each year, beginning with the year
____ and ending with the year ____, of [not less than] $______] [("mandatory
sinking fund") and not more than $______] aggregate principal amount of the
Securities. [The Securities acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made in the [DESCRIBE
ORDER] order in which they become due.]]

           Notice of redemption will be given by mail to Holders of Securities,
not less than 15 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.


                                       A-6


<PAGE>



           In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.


           [IF APPLICABLE, INSERT CONVERSION PROVISIONS SET FORTH IN ANY BOARD
RESOLUTION OR INDENTURE SUPPLEMENTAL TO THE INDENTURE.]

           The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Indenture Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of all
Securities issued under the Indenture at the time Outstanding and affected
thereby. The Indenture also contains provisions permitting the Holders of not
less than a majority of the aggregate principal amount of the Outstanding
Securities, on behalf of the Holders of all such Securities, to waive compliance
by the Company with certain provisions of the Indenture. Furthermore, provisions
in the Indenture permit the Holders of not less than a majority of the aggregate
principal amount, in certain instances, of the Outstanding Securities of any
series to waive, on behalf of all of the Holders of Securities of such series,
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and other
Securities issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

           No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, places and rate,
and in the coin or currency, herein prescribed.

           As provided in the Indenture and subject to certain limitations
therein [and herein] set forth, the transfer of this Security is registrable in
the Security Register of the Company upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by his attorney duly authorized in writing, and thereupon
one or more new Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

           As provided in the Indenture and subject to certain limitations
therein [and herein] set forth, this Security is exchangeable for a like
aggregate principal amount of Securities of different


                                       A-7


<PAGE>



authorized denominations but otherwise having the same terms and conditions, as
requested by the Holder hereof surrendering the same.

           The Securities of this series are issuable only in registered form
[without coupons] in denominations of $______ and any integral multiple thereof.

           No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

           Prior to due presentment of this Security for registration of
transfer, the Company, the Indenture Trustee and any agent of the Company or the
Indenture Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Indenture Trustee nor any such agent shall be
affected by notice to the contrary.

           No recourse shall be had for the payment of the principal of or
premium, if any, or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future shareholder, employee, officer or director, as such, of the Company or of
any successor, either directly or through the Company or any successor, whether
by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as party of the consideration for the issue hereof,
expressly waived and released.

           The Indenture and the Securities shall be governed by and construed
in accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely in such State.



                                       A-8

<PAGE>



                                    EXHIBIT B

                             FORMS OF CERTIFICATION



                                   EXHIBIT B-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE


          [Insert title or sufficient description of Securities to be delivered]

           This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for your account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in the United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Beazer Homes USA, Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.



                                       B-1


<PAGE>



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

           We undertake to advise you promptly by tested telex or electronic
transmission on or prior to the date on which you intend to submit your
certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement
herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applied as of such date.

           This certificate excepts and does not relate to [U.S.$] of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

           We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated:  ____________, ____
[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                [Name of Person Making Certification]


                                -------------------------------------
                                (Authorized Signature)
                                Name:
                                Title:


                                       B-2


<PAGE>



                                   EXHIBIT B-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE


          [Insert title or sufficient description of Securities to be delivered]

           This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] principal amount of
the above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise Beazer Homes USA, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

           As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "Possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.



                                       B-3


<PAGE>


           We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

           We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated:  ___________
[To be dated no earlier than the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]

                          [Morgan Guaranty Trust Company
                            of New York,
                          Brussels Office,] as Operator of the Euroclear System
                          [CEDEL S.A.]


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


                                       B-4