Exhibit 4.6
                                                                     -----------



                      NEWMONT MINING CORPORATION, as Issuer


                                       AND


                           CITIBANK, N.A., as Trustee


                                    INDENTURE


                           Dated as of ______, ____


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



                          SUBORDINATED DEBT SECURITIES


<PAGE>

                      NEWMONT MINING CORPORATION, as Issuer

                                       AND

                           CITIBANK, N.A., as Trustee

                                     TRUSTEE

                                    INDENTURE

                           Dated as of ______, ____

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


          Reference is made to the following  provisions of the Trust  Indenture
Act of 1939, as amended,  which establish certain duties and responsibilities of
the Issuer and the Trustee which are not set forth in this Indenture:
<TABLE>
<CAPTION>

Section        Subject                                     Section      Section
<S>            <C>                                         <C>          <C>
310(b)         Disqualification of Trustee for             315(c)       Duties of claims Trustee in case of default
               conflicting Securityholders
311            Preferential collection of Trustee as       315(d)       Provisions relating to responsibility of
               creditor of Issuer                                       Trustee
312(a)         Periodic filing of information by Issuer    315(e)       Assessment of     costs against litigating
               with Trustee                                             Securityholders in certain circumstances
312(b)         Access of Securityholders to information    316(a)       Directions to and waivers by Securityholders
                                                                        in certain circumstances
313(b)         Additional reports of Trustee to            316(b)       Prohibition or impairment of right of
               Securityholders                                          Securityholders to payment
314(c)         Evidence of compliance with conditions      316(c)       Right of Issuer to set record date for
               precedent                                                certain purposes
315(a)         Duties of Trustee prior to default          317(a)       Special Powers of Trustee
315(b)         Notice of default from Trustee to           318(a)       Provisions of Act to control in case of
               Securityholders                                          conflict
</TABLE>



<PAGE>
                                TABLE OF CONTENTS


                                                                            Page

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

     SECTION 1.1.  Certain Terms Defined.......................................1

ARTICLE TWO  SECURITIES .......................................................7

     SECTION 2.1.  Forms Generally.............................................7
     SECTION 2.2.  Form of Face of Security....................................8
     SECTION 2.3.  Form of Reverse of Security................................11
     SECTION 2.4.  [Intentionally Omitted]....................................15
     SECTION 2.5.  Form of Trustee's Certificate of Authentication............15
     SECTION 2.6.  Amount Unlimited; Issuable in Series.......................16
     SECTION 2.7.  Authentication and Delivery of Securities..................18
     SECTION 2.8.  Execution of Securities....................................19
     SECTION 2.9.  Certificate of Authentication..............................20
     SECTION 2.10.  [Intentionally Omitted]...................................20
     SECTION 2.11. Denomination and Date of Securities; Payments of
                         Interest.............................................20
     SECTION 2.12.  Registration, Transfer and Exchange.......................21
     SECTION 2.13.  Mutilated, Defaced, Destroyed, Lost and
                         Stolen Securities....................................23
     SECTION 2.14.  Cancellation of Securities Paid, etc......................24
     SECTION 2.15.  Temporary Securities......................................24
     SECTION 2.16.  CUSIP Numbers.............................................25
     SECTION 2.17.  Form of Election to Convert...............................25

ARTICLE THREE  COVENANTS OF THE ISSUER........................................27

     SECTION 3.1.  Payment of Principal and Interest..........................27
     SECTION 3.2.  Offices for Payments, etc..................................27
     SECTION 3.3.  Paying Agents..............................................27
     SECTION 3.4.  Notice of Default..........................................28
     SECTION 3.5.  Calculation of Original Issue Discount.....................28
     SECTION 3.6.  Reports....................................................28
     SECTION 3.7.  Compliance Certificates....................................29

ARTICLE FOUR  REMEDIES OF THE TRUSTEE AND
                        SECURITYHOLDERS ON EVENT OF DEFAULT...................29

     SECTION 4.1.  Events of Default..........................................29
     SECTION 4.2.  Payment of Securities on Default; Suit Therefor............32
     SECTION 4.3.  Application of Moneys Collected by Trustee.................33
     SECTION 4.4.  Proceedings by Trustee.....................................34
     SECTION 4.5.  Restoration of Rights on Abandonment of Proceedings........34
     SECTION 4.6.  Proceedings by Securityholders.............................35

                                      (i)
<PAGE>

                                                                            Page

     SECTION 4.7.  Remedies Cumulative and Continuing.........................35
     SECTION 4.8. Control by Securityholders..................................35
     SECTION 4.9.  Waiver of Past Defaults....................................36

ARTICLE FIVE  CONCERNING THE TRUSTEE..........................................36

     SECTION 5.1.  Reliance on Documents, Opinions, etc.; No Requirement
                         for Expenditure of Own Funds.........................36
     SECTION 5.2.  No Responsibility for Recitals, etc........................38
     SECTION 5.3.  Trustee and Agents May Hold Securities.....................38
     SECTION 5.4.  Moneys to Be Held in Trust.................................38
     SECTION 5.5.  Compensation and Expenses of Trustee.......................39
     SECTION 5.6.  Right of Trustee to Rely on Officers' Certificate, etc.....39
     SECTION 5.7.  Eligibility of Trustee.....................................39
     SECTION 5.8.  Resignation or Removal of Trustee; Appointment of
                         Successor Trustee....................................40
     SECTION 5.9.  Acceptance of Appointment by Successor Trustee.............41
     SECTION 5.10.  Merger, Conversion, Consolidation or Succession to
                         Business of Trustee..................................42
     SECTION 5.11.  Reports by Trustee to Securityholders.....................42

ARTICLE SIX  CONCERNING THE SECURITYHOLDERS...................................43

     SECTION 6.1.  Action by Securityholders..................................43
     SECTION 6.2.  Proof of Execution by Securityholders......................44
     SECTION 6.3.  Holders to Be Treated as Owners............................44
     SECTION 6.4.  Securities Owned by Issuer Deemed Not Outstanding..........44
     SECTION 6.5.  Right of Revocation of Action Taken........................45
     SECTION 6.6.  Securityholders' Meetings; Purposes........................45
     SECTION 6.7.  Call of Meetings by Trustee................................46
     SECTION 6.8.  Call of Meetings by Issuer or Securityholders..............46
     SECTION 6.9.  Qualifications for Voting..................................46
     SECTION 6.10.  Quorum; Adjourned Meetings................................46
     SECTION 6.11.  Regulations...............................................47
     SECTION 6.12.  Voting....................................................48
     SECTION 6.13.  No Delay of Rights by Meeting.............................48
     SECTION 6.14.  Written Consent in Lieu of Meeting........................48

ARTICLE SEVEN  SUPPLEMENTAL INDENTURES........................................49

     SECTION 7.1.  Supplemental Indentures Without Consent of
                         Securityholders......................................49
     SECTION 7.2.  Supplemental Indentures With Consent of Securityholders....50
     SECTION 7.3.  Effect of Supplemental Indenture...........................51
     SECTION 7.4.  Certain Documents to Be Given to Trustee...................51
     SECTION 7.5.  Notation on Securities.....................................52

                                      (ii)
<PAGE>

                                                                            Page

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE..............52

     SECTION 8.1.  Issuer May Consolidate, etc., on Certain Terms.............52
     SECTION 8.2.  Successor Entity to Be Substituted.........................52
     SECTION 8.3.  Opinion of Counsel and Officers' Certificate to Be
                         Given to Trustee.....................................53

ARTICLE NINE  SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS.......................53

     SECTION 9.1.  Satisfaction and Discharge of Indenture....................53
     SECTION 9.2.  Application by Trustee of Funds Deposited for
                         Payment of Securities................................54
     SECTION 9.3.  Repayment of Moneys Held by Paying Agent...................54
     SECTION 9.4.  Return of Moneys Held by Trustee and Paying Agent
                         Unclaimed for Two Years..............................54
     SECTION 9.5.  Option to Effect Defeasance ...............................55
     SECTION 9.6.  Defeasance and Discharge...................................55
     SECTION 9.7.  Conditions to Defeasance...................................55
     SECTION 9.8.  Deposited Money and U.S. Government Obligations to
                         Be Held in Trust; Other Miscellaneous Provisions.....56

ARTICLE TEN  REDEMPTION OF SECURITIES AND SINKING FUNDS.......................57

     SECTION 10.1.  Applicability of Article..................................57
     SECTION 10.2.  Notice of Redemption; Selection of Securities.............57
     SECTION 10.3.  Payment of Securities Called for Redemption...............59
     SECTION 10.4.  Exclusion of Certain Securities from Eligibility
                         for Selection for Redemption.........................59
     SECTION 10.5.  Mandatory and Optional Sinking Funds......................59
     SECTION 10.6. Conversion Arrangement on Call for Redemption..............62

ARTICLE ELEVEN  SUBORDINATION OF SECURITIES...................................63

     SECTION 11.1.  Agreement that Securities Subordinated to
                         Extent Provided......................................63
     SECTION 11.2.  Liquidation, Dissolution, Bankruptcy......................63
     SECTION 11.3.  Default on Issuer Senior Indebtedness; Subrogation........64
     SECTION 11.4.  Obligation of the Issuer Unconditional....................65
     SECTION 11.5.  No Fiduciary Duty to Holders of Issuer
                         Senior Indebtedness..................................65
     SECTION 11.6.  Notice to Trustee and Paying Agent of Facts
                         Prohibiting Payments.................................65
     SECTION 11.7.  Application by Trustee of Moneys..........................66
     SECTION 11.8.  Subordination Rights Not Impaired By Acts or Omissions of
                             Issuer or Holders of Issuer Senior Indebtedness..66
     SECTION 11.9.  Authorization of Trustee to Effectuate
                         Subordination of Securities..........................66
     SECTION 11.10. Certain Issuances Deemed Payment..........................66
     SECTION 11.11. Reliance on Judicial Order or Certificate
                         of Liquidating Agent.................................67

                                      (iii)
<PAGE>

                                                                            Page

ARTICLE TWELVE  CONVERSION OF SECURITIES......................................67

     SECTION 12.1.  General...................................................67
     SECTION 12.2.  Right to Convert..........................................67
     SECTION 12.3.  Manner of Exercise of Conversion Privilege; Delivery
                         of Common Stock; No Adjustment for
                         Interest or Dividends................................68
     SECTION 12.4.  Cash Payments in Lieu of Fractional Shares................69
     SECTION 12.5. Conversion Price Adjustments; Effect of
                         Reclassification, Mergers, Consolidations
                          and Sales of Assets.................................69
     SECTION 12.6.  Taxes on Shares Issued....................................73
     SECTION 12.7.  Shares to be Fully Paid; Compliance with
                         Governmental Requirements; Listing of Common Stock...73
     SECTION 12.8.  Responsibility of Trustee.................................73
     SECTION 12.9.  Covenant to Reserve Shares................................74
     SECTION 12.10. Other Conversions.........................................74

ARTICLE THIRTEEN  [Intentionally Omitted].....................................74


ARTICLE FOURTEEN  MISCELLANEOUS PROVISIONS....................................74

     SECTION 14.1.  Incorporators, Stockholders, Officers and Directors of
                         Issuer Exempt from Individual Liability..............74
     SECTION 14.2.  Provisions of Indenture for the Sole Benefit of Parties
                         and Securityholders..................................74
     SECTION 14.3.  Successors and Assigns of Issuer Bound by Indenture.......75
     SECTION 14.4.  Notices and Demands on Issuer, Trustee and
                         Securityholders......................................75
     SECTION 14.5.  Officers' Certificates and Opinions of Counsel;
                         Statements to Be Contained Therein...................75
     SECTION 14.6.  Official Acts by Successor Entity.........................76
     SECTION 14.7.  Payments Due on Saturdays, Sundays and Legal Holidays.....76
     SECTION 14.8.  NEW YORK LAW TO GOVERN....................................77
     SECTION 14.9.  Counterparts..............................................77
     SECTION 14.10. Effect of Headings........................................77
     SECTION 14.11. Conflict with Trust Indenture Act.........................77


                                      (iv)


<PAGE>
          THIS  INDENTURE,  dated as of  ______,  ____  between  NEWMONT  MINING
CORPORATION,  a Delaware  corporation  (the  "Issuer"),  and  CITIBANK,  N.A., a
national banking  association  duly  incorporated and existing under the laws of
the United States of America (the "Trustee").


                              W I T N E S S E T H :
                               - - - - - - - - - -


          WHEREAS, the Issuer has duly authorized the issuance from time to time
of its unsecured,  subordinated bonds, debentures,  notes and other evidences of
indebtedness  to be issued in one or more series (the  "Securities")  up to such
principal  amount or amounts and denominated in United States dollars or foreign
currency or units or  composites of two or more thereof as may from time to time
be  authorized in  accordance  with the terms of this  Indenture and to provide,
among other things, for the authentication, delivery and administration thereof,
the Issuer has duly authorized the execution and delivery of this Indenture; and

          WHEREAS,  all things  necessary to make this Indenture,  when executed
and delivered by the parties hereto,  a valid indenture and agreement  according
to its terms, have been done;


          NOW, THEREFORE:

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


                                   ARTICLE ONE

                                   DEFINITIONS

          SECTION 1.1.  Certain Terms  Defined.  The following  terms (except as
herein  otherwise  expressly  provided or unless the context  otherwise  clearly
requires) for all purposes of this  Indenture and of any indenture  supplemental
hereto shall have the respective  meanings specified in this Section.  All other
terms used in this  Indenture  that are  defined in the Trust  Indenture  Act of
1939, as amended to the date of this  Indenture as originally  executed,  or the
definitions  of which in the  Securities  Act of 1933, as amended to the date of
this Indenture as originally  executed,  are referred to in the Trust  Indenture
Act of 1939 (except as herein otherwise expressly provided or unless the context
otherwise clearly  requires),  shall have the meanings assigned to such terms in
said Trust  Indenture Act and in said  Securities Act as in force at the date of
this Indenture. The words "herein",  "hereof" and "hereunder" and other words of
similar  import  refer to this  Indenture  as a whole and not to any  particular
Article,  Section or other  subdivision.  The terms defined in this Article have
the meanings  assigned to them in this Article and include the plural as well as
the singular.

          "Assets" has the meaning set forth in Section 12.5.


<PAGE>

          "Blockage Notice" has the meaning set forth in Section 11.3.

          "Board of Directors" means with respect to the Issuer either the Board
of  Directors of the Issuer or any  committee  of such Board of  Directors  duly
authorized to act hereunder.

          "Business Day" means, except as otherwise provided pursuant to Section
2.5 for  Securities of any series,  any day that is not a Saturday or Sunday and
that is not a day on which  banking  institutions  are  generally  authorized or
obligated by law to close in The City of New York.

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

          "Common  Stock" means the common stock of the Issuer,  par value $1.60
per share.

          "Consolidated  Net  Tangible  Assets"  means the  aggregate  amount of
assets (less  applicable  reserves and other  properly  deductible  items) after
deducting therefrom (a) all current liabilities (excluding any thereof which are
by their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount  thereof is being
computed and excluding current maturities of long-term  indebtedness and capital
lease  obligations)  and (b) all  goodwill,  all as  shown  in the  most  recent
consolidated  balance  sheet of the  Issuer  and its  Subsidiaries  computed  in
accordance with generally accepted accounting principles.

          "Conversion  Price"  means,  with respect to any series of  Securities
which are convertible  into Common stock, the price per share of Common Stock at
which the  Securities  of such  series  are so  convertible  as set forth in the
Resolution with respect to such series (or in any supplemental indenture entered
into pursuant to Article Seven with respect to such series),  as the same may be
adjusted from time to time in accordance with Section 12.5 (or such supplemental
indenture pursuant to Section 12.1).

          "Corporate  Trust Office" means the principal office of the Trustee at
which at any time its corporate  trust  business  shall be  administered,  which
office at the date hereof is located at 111 Wall  Street,  5th Floor,  New York,
New York 10005, Attention: Global Agency & Trust Services, or such other address
as the Trustee may designate  from time to time by notice to the Holders and the
Issuer,  or the principal  corporate  trust office of any successor  Trustee (or
such other  address as a successor  Trustee may  designate  from time to time by
notice to the Holders and the Issuer).

          "defeasance" has the meaning set forth in Section 9.6.

          "Depositary"  means,  with respect to the  Securities of any series or
Tranche  issuable  or issued in the form of one or more Global  Securities,  the
Person  designated as

                                       2

<PAGE>

Depositary  for such  Global  Securities  by the Issuer  pursuant to Section 2.6
until a successor  Depositary  shall have become such pursuant to the applicable
provisions of this Indenture,  and thereafter "Depositary" shall mean or include
each Person who is then a Depositary for such Global  Securities,  and if at any
time  there  is more  than  one  Person  designated  as  Depositary  for  Global
Securities of a particular series or Tranche, "Depositary", as used with respect
to the Securities of such series or Tranche,  means the Depositary  with respect
to the particular Global Security or Securities.

          "Dollar or U.S.$"  means the 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.

          "euro" means the currency  introduced  on January 1, 1999 at the start
of the third  stage of  economic  and  monetary  union  pursuant  to the  treaty
establishing the European Community.

          "Event of Default"  means any event or condition  specified as such in
Section 4.1.

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

          "Global  Security"  means  a  Security  evidencing  all or a part of a
series or Tranche of  Securities,  issued to the  Depositary  for such series or
Tranche,  as the case may be, in  accordance  with  Section  2.7 and bearing the
legend prescribed in Section 2.7.

          "Holder",  "Holder of Securities",  "Securityholder"  or other similar
terms means a Person in whose name a Security is registered in the Register.

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

          "Interest"  means,  when used with respect to a  non-interest  bearing
Security,  interest  payable  after the  principal  thereof  has  become due and
payable  whether  at  maturity,  by  declaration  of  acceleration,  by call for
redemption, pursuant to a sinking fund or otherwise.

          "Issuer" means Newmont  Mining  Corporation,  a Delaware  corporation,
until any successor corporation shall have become such pursuant to Article Eight
and thereafter  "Issuer" shall mean such successor except as otherwise  provided
in Section 8.2.

          "Issuer Senior  Indebtedness" means the principal of, premium, if any,
and interest  (including interest accruing subsequent to the commencement of any
proceeding for the bankruptcy or  reorganization  of the Issuer under applicable
bankruptcy,  insolvency  or similar law now or  hereafter  in effect) on (a) all
indebtedness for money borrowed, whether outstanding on the date of execution of
this  Indenture  or  thereafter  created,  assumed  or  incurred,   except  such
indebtedness as is by its terms expressly  stated to be not superior in right of
payment  to the

                                       3
<PAGE>

Securities  or to rank pari  passu with the  Securities  or as  identified  in a
Resolution  or any  indenture  supplemental  hereto as not  superior in right of
payment  or to rank  pari  passu  with  the  Securities  and (b) any  deferrals,
renewals or extensions of any such  indebtedness  for money  borrowed.  The term
"indebtedness  for money  borrowed" as used in the foregoing  sentence means any
obligation of, or any obligation  guaranteed by, the Issuer for the repayment of
borrowed money,  whether or not evidenced by bonds,  debentures,  notes or other
written instruments, and any deferred obligation for the payment of the purchase
price of property or assets.

          "mandatory  sinking fund payment" has the meaning set forth in Section
10.5.

          "Market Exchange Rate" has the meaning set forth in Section 6.1.

          "New York  Location"  means the location in the Borough of  Manhattan,
The City of New York, at which at any particular  time the Trustee  receives and
redelivers securities, which location at the date of execution of this Indenture
is 111 Wall Street, New York, New York 10043.

          "NNM" has the meaning set forth in Section 12.5(v).

          "Officers'  Certificate" means when used with respect to the Issuer, a
certificate signed by the chairman of the Board of Directors, the president, the
executive  vice  president or any senior vice  president  and by the  treasurer,
controller,  or the secretary of the Issuer and  delivered to the Trustee.  Each
such  certificate  shall include the statements  required by the Trust Indenture
Act of 1939 or as provided for in Section  14.5,  if and to the extent  required
hereby.

          "Opinion  of  Counsel"  means an opinion  in  writing  signed by legal
counsel  who may be an  employee  of or  counsel  to the Issuer and who shall be
satisfactory  to the Trustee.  Each such opinion  shall  include the  statements
required by the Trust  Indenture Act of 1939 or as provided for in Section 14.5,
if and to the extent required hereby.

          "optional  sinking fund  payment" has the meaning set forth in Section
10.5.

          "Original  Issue Date" of any Security (or portion  thereof) means the
earlier of (a) the date of such  Security  or (b) the date of any  Security  (or
portion  thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

          "Original  Issue Discount  Security"  means any Security that provides
for an amount less than the principal  amount thereof to be due and payable upon
redemption or a declaration of acceleration of the maturity  thereof pursuant to
Section 4.1.

          "Outstanding" (except as otherwise required by the Trust Indenture Act
of  1939),  when  used with  reference  to  Securities,  shall,  subject  to the
provisions  of Section 6.4,  mean, as of any  particular  time,  all  Securities
theretofore  authenticated  and delivered by the Trustee  under this  Indenture,
except

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

                                       4
<PAGE>

          (b) Securities, or portions thereof, which have become due and for the
     payment or redemption  of which moneys in the  necessary  amount shall have
     been  theretofore  deposited  in trust with the  Trustee or with any paying
     agent (other than the Issuer) or shall have been set aside,  segregated and
     held in trust by the Issuer  for the  Holders  of such  Securities  (if the
     Issuer shall act as its own paying agent); and

          (c)  Securities  in  lieu  of  or  in  substitution  for  which  other
     Securities  shall have been  authenticated  and  delivered  pursuant to the
     terms of Section  2.13,  or which shall have been paid  pursuant to Section
     2.13.

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have given any request,  demand,
authorization,  direction,  notice,  consent or waiver hereunder,  the principal
amount that shall be deemed to be  Outstanding  for such purposes in the case of
an Original Issue Discount Security or (unless as otherwise established pursuant
to Section 2.6) in the case of a Security  which  provides  that an amount other
than the face amount thereof will or may be payable upon the maturity thereof or
a declaration of acceleration of the maturity thereof shall be the amount of the
principal  thereof  that  would  be due  and  payable  as of the  date  of  such
determination  upon  a  declaration  of  acceleration  of the  maturity  thereof
pursuant to Section 4.1.

          "Overdue Rate" means,  unless otherwise specified in the Securities of
any series, the same rate as the rate of interest specified in the Securities of
such series or, in the case of a series of Original Issue  Discount  Securities,
the Yield to Maturity of such series of Securities.

          "Payment Blockage Period" has the meaning set forth in Section 11.3.

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

          "Principal"  whenever  used with  reference to the  Securities  or any
Security or any portion  thereof,  shall be deemed to include "and  premium,  if
any".

          "Principal  Property"  means  any  mine,  together  with any  fixtures
comprising a part thereof,  and any plant or other  facility,  together with any
land upon which such plant or other facility is erected and fixtures  comprising
a part thereof,  used primarily for mining or processing,  in each case, located
in the United  States of America  and the net book value of which on the date as
of which the determination is being made exceeds 5% of Consolidated Net Tangible
Assets;  provided, that Principal Property shall not include (a) any mine, plant
or facility  which,  in the opinion of the Board of Directors of the Issuer,  is
not of material importance to the total business conducted by the Issuer and its
Subsidiaries  as an entirety or (b) any portion of a particular  mine,  plant or
facility  which,  in the opinion of the Issuer is not of material  importance to
the use or operation of such mine, plant or facility.

          "record date" has the meaning set forth in Section 2.11.

          "Register" has the meaning set forth in Section 2.12.

                                       5
<PAGE>

          "Representative"  means the indenture trustee or other trustee,  agent
or representative for an issue of Issuer Senior  Indebtedness or, in the case of
any Issuer Senior Indebtedness for which there is no indenture trustee, agent or
representative, any holder of such Issuer Senior Indebtedness.

          "Resolution"  means a resolution of the Board of Directors,  including
without  limitation any such resolution by which or pursuant to which any series
of Securities is authorized and established pursuant to Section 2.6.

          "Responsible  Officer",  when used with respect to the Trustee,  means
any vice president, any senior trust officer, trust officer, any assistant trust
officer,  or any other officer or assistant  officer of the Trustee  customarily
performing  functions  similar to those performed by the persons who at the time
shall be such officers,  respectively,  or to whom any corporate trust matter is
referred  because  of  such  person's  knowledge  of and  familiarity  with  the
particular subject.

          "Restricted  Subsidiary" means any Subsidiary (a) substantially all of
the property of which is located,  or substantially all of the business of which
is  carried  on,  within  the  United  States of  America  and (b) which  owns a
Principal Property;  provided,  that Restricted Subsidiary shall not include any
Subsidiary  the primary  business of which  consists of financing  operations in
connection  with leasing and  conditional  sales  transactions  on behalf of the
Issuer and its Subsidiaries, and/or purchasing accounts receivable and/or making
loans  secured  by  accounts  receivable  or  inventory,  or which is  otherwise
primarily engaged in the business of a finance company.

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

          "Security" or "Securities"  (except as otherwise required by the Trust
Indenture  Act of 1939) has the  meaning  stated in the  first  recital  of this
Indenture  or means any  Securities  that have been  issued,  authenticated  and
delivered under this Indenture, as the context may require.

          "Security registrar" has the meaning set forth in Section 2.12.

          "Series", as used in the definitions of "Indenture" and "Overdue Rate"
in this  Section  1.1 and as used in  Section  2.6  (except as used in the first
sentence of the second paragraph  thereof and in the first and last sentences of
the third  paragraph  thereof),  2.10,  2.11,  2.12,  2.13,  2.15, 3.1, 3.2, 3.3
(except as used in the fourth  paragraph  thereof),  10.1,  10.2, 10.3 and 10.5,
means "Tranche" for any Securities of a series of Securities  consisting of more
than one Tranche.

          "sinking fund payment date" has the meaning set forth in Section 10.5.

          "Specified currency" has the meaning set forth in Section 6.1.

          "Subsidiary"  means any  corporation  or any other  entity of which at
least a majority of the outstanding stock or other ownership interests having by
the terms thereof ordinary voting

                                       6
<PAGE>

power for the election of directors, managers or trustees of such corporation or
any other entity or other persons performing similar functions  (irrespective of
whether or not at the time stock or other ownership interests of any other class
or type of such  corporation  or entity shall have or might have voting power by
reason  of  the  happening  of  any  contingency)  is at the  time  directly  or
indirectly  owned  or  controlled  by  the  Issuer,  or by  one  or  more  other
Subsidiaries, or by the Issuer and one or more other Subsidiaries.

          "Time of Determination" has the meaning set forth in Section 12.5.

          "Trading Day" has the meaning set forth in Section 12.5.

          "Tranche"  means all  Securities  of the same  series  having the same
Original  Issue  Date,  interest  rate,   maturity,   repayment  and  redemption
provisions.

          "Trust  Indenture  Act of  1939"  (except  as  otherwise  provided  in
Sections 7.1 and 7.2) means the Trust  Indenture Act of 1939, as amended,  as in
force at the date as of which this Indenture was originally executed;  provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date,  "Trust  Indenture Act of 1939" means,  to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "Trustee"  means  the  Person  identified  as  "Trustee"  in the first
paragraph  hereof and,  subject to the  provisions of Article  Five,  shall also
include any successor  trustee.  If pursuant to the provisions of this Indenture
there shall be at any time more than one Trustee  hereunder,  the term "Trustee"
as used with  respect  to  Securities  of any series  shall mean the  Trustee or
Trustees with respect to the Securities of that series.

          "U.S.  Government  Obligations"  has the  meaning set forth in Section
9.8.

          "vice president",  (i) when used with respect to the Issuer, means the
executive  vice  president  and any senior vice  president,  (ii) when used with
respect to the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title of "vice president".

          "Yield to Maturity"  means, in the case of any Original Issue Discount
Security,  the yield to maturity  specified in such  Security or in a Resolution
relating thereto.


                                   ARTICLE TWO

                                   SECURITIES

          SECTION 2.1. Forms  Generally.  The Securities of each series shall be
substantially  in the form set forth in this  Article,  or in such other form as
shall be established by or pursuant to a Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate  insertions,  omissions,
substitutions  and  other  variations  as are  required  or  permitted  by  this
Indenture and may have imprinted or otherwise  reproduced  thereon such letters,
numbers or other marks of identification and such legends or endorsements as may
be required to comply

                                       7
<PAGE>

with any  applicable  law,  rule or regulation or with the
rules of any securities  exchange or as may,  consistent  with the provisions of
this  Indenture,  be determined by the officers  executing such  Securities,  as
evidenced by their execution of the Securities. In the case of Securities of any
series  that  are  denominated  in  a  coin  or  currency  (including  composite
currencies or currency units) that is, or may be, replaced by the euro, the form
of such Securities may contain such  insertions,  omissions,  substitutions  and
other variations as may be deemed appropriate or required.

          In the case of  Securities of any series that are  convertible  at the
option of Holders into shares of Common  Stock,  the form of election to convert
shall be  substantially  in the form set forth in Section 2.17, or in such other
form as shall be  established  by or pursuant to a Resolution  or in one or more
indentures  supplemental hereto, in each case with such appropriate  insertions,
omissions,  substitutions  and other  variations as are required or permitted by
this Indenture and may be imprinted or otherwise reproduced on the Securities of
such series.

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

          SECTION 2.2. Form of Face of Security. [If the Security is an Original
Issue Discount Security, insert any legend required by the Internal Revenue Code
of 1986, as amended and the regulations thereunder.]

                                       8
<PAGE>


No.

$_____________                                                CUSIP No. ________


                           NEWMONT MINING CORPORATION

                         [Insert Designation of Series]

          Newmont Mining Corporation,  a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Issuer"),  for value
received,  hereby  promises  to pay to  ________,  or  registered  assigns,  the
principal sum of  ____________________ on _______________ [if the Security is to
bear interest prior to maturity,  insert--, and to pay interest thereon [[insert
as  applicable--annually or semi-annually or quarterly]] on [[insert appropriate
interest payment dates]] (the "Interest Payment Dates") in each year, commencing
_____________,  [insert--at the rate of __% per annum or, if applicable,  insert
the method for determining  the  adjustable,  floating or other form of variable
interest rate borne by the  Securities]  until the  principal  hereof is paid or
made  available for payment [if  applicable,  insert --, and (to the extent that
the payment of such interest  shall be legally  enforceable)  at the rate of __%
per annum on any  overdue  principal  and  premium,  if any,  and on any overdue
installment of interest].  Notwithstanding  the  foregoing,  this Security shall
bear interest from the most recent  Interest  Payment Date to which  interest in
respect hereof has been paid or duly provided for, unless (i) the date hereof is
such an Interest  Payment Date,  in which case from the date hereof,  or (ii) no
interest  has been  paid on this  Security,  in which  case  from  ____________;
provided,  however,  that if the Issuer shall default in the payment of interest
due on the date hereof,  then this  Security  shall bear  interest from the next
preceding  Interest  Payment  Date to which  Interest  has been  paid or,  if no
interest has been paid on this Security  from  __________.  Notwithstanding  the
foregoing,  if the date hereof is after the _________ [insert if applicable-- or
__________]  (whether or not a Business  Day) (the  "Record  Date"),  [insert if
applicable--  as the case may be,] next  preceding an Interest  Payment Date and
before such Interest  Payment Date,  this Security shall bear interest from such
Interest Payment Date;  provided,  however,  that if the Issuer shall default in
the payment of interest due on such Interest  Payment  Date,  then this Security
shall bear  interest  from the next  preceding  Interest  Payment  Date to which
interest has been paid or, if no interest has been paid on this  Security,  from
_________. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will,  subject to certain  exceptions  provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose name
this  Security  is  registered  at the close of business on the Record Date next
preceding  such  Interest  Payment  Date.  Unless  otherwise  specified  for the
Security  pursuant to Section 2.6,  insert - [Interest on this  Security will be
computed and paid 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 maturity 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 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

                                       9
<PAGE>

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.]

          Payment of the  principal  of and [if  applicable,  insert--any  such]
interest  on this  Security  will be made at the  office or agency of the Issuer
maintained  for that purpose in [insert the places of  payment],  in [insert the
currency or currencies of payment]; provided, however, that at the option of the
Issuer  payment of  interest  may be made by check  mailed to the address of the
Person entitled thereto as such address shall appear in the Security register.

          [If the Security is an extendible security,  insert--The Securities of
this series are  subject to  repayment  on [insert  provisions  with  respect to
repayment date or dates] at the option of the Holders thereof  exercisable on or
before the  _________________,  but not prior to the  _______________  preceding
such ____________, at a repayment price equal to the principal amount thereof to
be repaid,  together with  interest  payable  thereon to the repayment  date, as
described on the reverse side hereof.]

          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 Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.


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


                                   NEWMONT MINING CORPORATION


                                   By
                                    -----------------------------


Attest:


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

                                       10
<PAGE>

          SECTION 2.3. Form of Reverse of Security.

                           NEWMONT MINING CORPORATION

          This  Security  is one  of a duly  authorized  issue  of  subordinated
securities  of the Issuer  (herein  called the  "Securities"),  issued and to be
issued  in one or more  series  under an  Indenture,  dated  as of  ___________,
(herein called the "Indenture"), among the Issuer and Citibank, N.A., as Trustee
(herein  called  the   "Trustee"),   to  which   Indenture  and  all  indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations,  duties and immunities thereunder of
the Issuer,  the 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 series  designated  on the face  hereof [if  applicable,
insert--limited in aggregate principal amount to _________]. The separate series
of Securities may be issued in various aggregate  principal amounts,  may mature
at  different  times,  may bear  interest,  if any, at different  rates,  may be
subject to different redemption provisions (if any), may be subject to different
sinking or purchase funds (if any), may have different conversion provisions (if
any), may be subject to different repayment  provisions (if any), may be subject
to different  covenants and Events of Default and may  otherwise  vary as in the
Indenture  provided.  The Indenture  further  provides that the  Securities of a
single series may be issued at various times, with different maturity dates, may
bear  interest,  if  any,  at  different  rates,  may be  subject  to  different
redemption  provisions (if any), may be subject to different sinking or purchase
funds (if any) and may be subject to different repayment provisions (if any).

          The  Securities  of this  series  are  subordinated  to Issuer  Senior
Indebtedness,  as  defined  in the  Indenture.  To the  extent  provided  in the
Indenture, Issuer Senior Indebtedness must be paid before the Securities of this
series may be paid. The Issuer agrees,  and each  Securityholder  by accepting a
Security agrees, to the subordination  provisions contained in the Indenture and
authorizes  the  Trustee  to give  them  effect  and  appoints  the  Trustee  as
attorney-in-fact for such purpose.

          [If  applicable,  insert -- The  Securities  of this series may not be
redeemed prior to maturity.]

          [If applicable, insert -- The Securities of this series are subject to
redemption  upon not less  than 30 nor more than 60 days'  notice by mail,  [[if
applicable,  insert --(1) on ______ in any year  commencing with the year ______
and ending with the year ____  through  operation  of the sinking  fund for this
series (as more fully  described in the next  succeeding  paragraph) at [[insert
either--a  redemption  price  equal  to  100%  of the  principal  amount  of the
Securities  to be  redeemed  or 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  [[if  applicable,
insert--on  or after  ________]],  as a whole or in part, at the election of the
Issuer, at the [[insert either--following redemption prices or redemption prices
for redemption otherwise than through operation of the sinking fund]] (expressed
as percentages of the principal amount): if redeemed [[if applicable, insert--on
or before ________,  __%, and if redeemed]] during the 12-month period beginning
________ of the years indicated,

                                       11
<PAGE>

                    Redemption Price                   [[If applicable, insert -
                                                         ---------------------
                     For Redemption                      Price For Redemption
                [[if applicable, insert -                   Otherwise Than
                  ---------------------

                    Through Operation                      Through Operation
Year              of the Sinking Fund]]                  of the Sinking Fund]]
----              ---------------------                  -------------------



and  thereafter  at a  redemption  price  equal to __% of the  principal  amount
thereof,  together in the case of any such redemption (whether through operation
of the sinking fund or  otherwise)  with accrued  interest to the date fixed for
redemption,  but interest  installments  maturing on or prior to such redemption
date will be payable to the Holders of such 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 this series provides for
the  redemption on ________ in each year beginning with the year ____ and ending
with the year ____ of [[not less than]]  $________  [[("mandatory  sinking  fund
payments")  and  not  more  than  $________]]   aggregate  principal  amount  of
Securities of this series.] [If  applicable,  insert--Securities  of this series
acquired or redeemed by the Issuer otherwise than through  [[mandatory]] sinking
fund  payments  [[if  applicable   insert  --  and  Securities  of  this  series
surrendered to the Issuer for conversion]]  may be credited  against  subsequent
[[mandatory]] sinking fund payments otherwise required to be made.]

          [If applicable,  insert--Notwithstanding the foregoing, the Issuer may
not, prior to ________,  redeem any Securities of this series as contemplated by
[[Clause (2) of]] the preceding  paragraph as a part of, or in anticipation  of,
any refunding  operation by the application,  directly or indirectly,  of moneys
borrowed  having an interest cost to the Issuer  (calculated in accordance  with
generally accepted financial practice) of less than __% per annum.]

          [If applicable,  insert--Partial  redemptions must be in an amount not
less than $______________ principal amount of Securities.]

          [If applicable, insert--In the event of redemption of this Security in
part only,  a new  Security  or  Securities  of this  series for the  unredeemed
portion  hereof having the same interest rate and maturity as this Security will
be issued in the name of the Holder hereof upon the cancellation hereof.]

          [If the Security is convertible at the option of the Holder,  insert--
Subject to the provisions of the  Indenture,  the Holder hereof has the right at
his option at any time until the close of  business  of the third  Business  Day
preceding the maturity date hereof  (except that, in case this Security shall be
called for redemption before maturity,  such right shall terminate in respect of
this

                                       12
<PAGE>

Security at the close of business on the third  Business Day  preceding the date
fixed for redemption of this Security unless the Issuer shall default in payment
due upon such  redemption) to convert this Security (or any portion hereof which
is [[insert minimum  denomination]]  or an integral multiple thereof) into fully
paid and nonassessable  shares of Common Stock, at the initial  Conversion Price
of [[U.S.$]]_________ per share of Common Stock, subject to such adjustment,  if
any, of the Conversion Price and the securities or other property  issuable upon
conversion as may be required by the provisions of the Indenture,  but only upon
surrender  of this  Security  to the  Trustee  or to the  conversion  agent  for
surrender to the Issuer in  accordance  with the  instructions  on file with the
conversion agent,  accompanied by a written notice of election to convert, which
shall be  substantially  in the Form of  Election  to Convert  contained  in the
Indenture,  and (if required by the Issuer) by an instrument or  instruments  of
transfer,  in form satisfactory to the Issuer, duly executed by the Holder or by
his attorney duly authorized in writing.  No payment or adjustment is to be made
on conversion of this Security for interest  accrued  hereon or for dividends on
Common Stock issued on conversion;  provided,  however, that if this Security is
surrendered  for conversion  after the Record Date for a payment of interest and
on or before the Interest Payment Date, then,  notwithstanding  such conversion,
the  interest  falling  due on such  Interest  Payment  Date will be paid to the
person in whose name this  Security  is  registered  at the close of business on
such Record Date and any Security  surrendered for conversion  during the period
from the close of  business on any Record Date to the opening of business on the
corresponding  Interest Payment Date must be accompanied by payment of an amount
equal to the interest  payable on such  Interest  Payment  Date.  No  fractional
shares  shall be issuable  upon any  conversion,  but in lieu thereof the Issuer
shall make an adjustment therefor in cash as provided in the Indenture.]

          [If  the  Security  is  not  an  Original  Issue  Discount   Security,
insert--If  an Event of Default with respect to  Securities of this series shall
occur and be continuing, then the Trustee or the Holders of not less than 25% in
aggregate  principal  amount  (calculated  as provided in the  Indenture) of the
Securities  of this series then  Outstanding  may declare the  principal  of the
Securities of this series and accrued  interest  thereon,  if any, to be due and
payable in the manner and with the effect  provided in the  Indenture.]  [If the
Security is an Original Issue Discount Security,  insert--If an Event of Default
with respect to  Securities of this series shall occur and be  continuing,  then
the Trustee or the Holders of not less than 25% in  aggregate  principal  amount
(calculated  as provided in the Indenture) of the Securities of this series then
Outstanding  may declare an amount of principal of the Securities of this series
due and  payable in the manner and with the effect  provided  in the  Indenture.
Such amount shall be equal to [[insert formula for determining the amount]].]

          [If the Security is an extendible security, insert --The Securities of
this series are subject to repayment in whole, or in part, on [insert month, day
and  years],  in  increments  of  _______ or  multiples  of _______ in excess of
______,  provided  that the portion of the  principal  amount of any Security of
this  series  not being  repaid  shall be at least  _____,  at the option of the
Holder thereof at a repayment price equal to the principal  amount thereof to be
repaid,  together with interest  payable thereon to the repayment date. For this
Security to be repaid at the option of the Holder,  the Trustee  must receive at
the Corporate  Trust Office or the New York  Location,  on or before the [insert
month and day] or, if such [insert  month and day] is not a day other than a day
on which banking institutions in the Borough of Manhattan, the City and State of
New York

                                       13
<PAGE>

are authorized or required by law or regulation to close (a "Business Day"), the
next  succeeding  Business  Day, but not earlier than the [insert month and day]
prior to the [insert  month and day] on which the  repayment  price will be paid
(i) this Security, with the form entitled "Option to Elect Repayment" below duly
completed,  or (ii) a  facsimile  transmission  or  letter  from a  member  of a
national securities exchange or the National  Association of Securities Dealers,
Inc.  or a  commercial  bank or trust  company in the  United  States of America
setting forth the name of the Holder of this Security,  the principal  amount of
the  Security,  the amount of such Security to be repaid,  a statement  that the
option  to elect  repayment  is being  made  thereby  and a  guarantee  that the
Security to be repaid with the form entitled  "Option to Elect Repayment" on the
reverse thereof duly completed will be received by the Issuer no later than five
Business Days after the date of such facsimile  transmission or letter, and such
Security  and form duly  completed  are  received  by the  Issuer by such  fifth
Business Day. Either form of notice duly received on or before the [insert month
and day]  preceding  any such [insert month and day] shall be  irrevocable.  All
questions  as to the  validity,  eligibility  (including  time of  receipt)  and
acceptance of any  Securities of this series for repayment will be determined by
the Issuer, whose determination shall be final and binding.]

          The Indenture  permits,  with certain  exceptions as therein provided,
the amendment or  supplementing  thereof and the  modification of the rights and
obligations  of the Issuer and the rights of the  Holders of the  Securities  of
each series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount  (calculated as provided in the Indenture) of the Securities at
the time  Outstanding  of all series to be affected (all such series voting as a
single class). The Indenture also contains provisions  permitting the Holders of
not less than a majority in aggregate  principal amount  (calculated as provided
in the Indenture) of the Securities of each series at the time  Outstanding,  on
behalf of the Holders of all  Securities  of such series,  to waive certain past
defaults or Events of Default under the Indenture  and the  consequences  of any
such defaults or Events of Default.  Any such consent or waiver by the Holder of
this Security  (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not notation of such consent or waiver is
made upon this Security.

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

          As  provided  in the  Indenture  and  subject to  certain  limitations
therein set forth,  the transfer of this Security is registrable in the Security
register,  upon due presentment of this Security for registration of transfer at
the  office or agency of the  Issuer  in any place  where the  principal  of and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written  instrument of transfer in form  satisfactory to the Issuer and the
Security  registrar  duly  executed by the Holder  hereof or his  attorney  duly
authorized in writing,  and thereupon one or more new Securities of this series,
having the same  interest  rate and maturity and bearing  interest

                                       14
<PAGE>

from the same date as this Security, of any authorized denominations and for the
same aggregate principal amount, will be issued to the designated  transferee or
transferees.

          The  Securities of this series are issuable  only in  registered  form
without coupons in denominations of ________ and any integral  multiple thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of  Securities  of this  series of a  different  authorized  denomination
having the same  interest  rate and maturity and bearing  interest from the same
date as such Securities, as requested by the Holder surrendering the same.

          No service charge shall be made for any such  registration of transfer
or exchange, but the Issuer 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 Issuer, the Trustee and any agent of the Issuer or the 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  notwithstanding
any notation of ownership or other writing thereon,  and none of the Issuer, the
Trustee or any such  agent  shall be  affected  by notice to the  contrary.  All
payments  made to or upon the order of such  registered  Holder,  shall,  to the
extent of the sum or sums paid,  effectually satisfy and discharge liability for
monies payable on this Security.

          No recourse for the payment of the  principal of or interest,  if any,
on this Security,  or for any claim based hereon or otherwise in respect hereof,
and no  recourse  under or upon any  obligation,  covenant or  agreement  of the
Issuer  in  the  Indenture  or  any  indenture  supplemental  thereto  or in any
Security,  or because of the creation of any indebtedness  represented  thereby,
shall be had against any  incorporator,  stockholder,  official or director,  as
such, past, present or future, of the Issuer or of any successor entity,  either
directly  or through the Issuer,  as the case may be, or any  successor  entity,
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 part of the consideration for the issue hereof,
expressly waived and released.

          All terms used in this Security and not otherwise defined herein which
are defined in the  Indenture  shall have the  meanings  assigned to them in the
Indenture.

          This Security  shall be governed by and  construed in accordance  with
the laws of the  State of New York,  without  regard  to the  conflicts  of laws
principles thereof.

          SECTION 2.4. [Intentionally Omitted].

          SECTION 2.5.  Form of Trustee's  Certificate  of  Authentication.  The
Trustee's   certificate  of   authentication  on  all  Securities  shall  be  in
substantially the following form:

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

                                       15
<PAGE>

Dated:                         CITIBANK, N.A.,
                                   as Trustee

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



          SECTION  2.6.  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,  each of which may
consist of one or more Tranches.  The Securities shall be subordinate and junior
in right of payment to Issuer Senior Indebtedness as provided in Article Eleven.
The Securities of any Series will rank pari passu without any  preference  among
themselves  and  with  all  other  present  and  future  unsecured  and  equally
subordinated  obligations  of the  Issuer.  There  shall  be  established  in or
pursuant to a  Resolution,  a copy of which,  certified  by the  secretary or an
assistant  secretary  of the  Issuer,  shall be  delivered  to the  Trustee,  or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of a particular series,

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other 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 Securities  authenticated  and delivered upon  registration  of
     transfer  of, or in exchange  for, or in lieu of, other  Securities  of the
     series pursuant to Section 2.12, 2.13 or 10.3);

          (3) the date or dates on which the principal of the  Securities of the
     series is payable;

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

          (5) the  place or places  where  the  principal  and any  interest  on
     Securities of the series shall be payable;

          (6) the price or prices at which,  the period or periods  within which
     and the terms and  conditions  upon which  Securities  of the series may be
     redeemed, in whole or in part, at the option of the Issuer, pursuant to any
     sinking fund or otherwise;

          (7) the obligation, if any, of the Issuer to redeem, purchase or repay
     Securities  of  the  series  pursuant  to any  sinking  fund  or  analogous
     provisions or at the option of a

                                       16
<PAGE>

     Holder  thereof  and the price or prices at which,  the  period or  periods
     within  which and the terms and  conditions  upon which  Securities  of the
     series  shall  be  redeemed,  purchased  or  repaid,  in  whole or in part,
     pursuant to such  obligation;

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

          (9) if other than Dollars,  the coin or currency (including  composite
     currencies or currency  units) in which the  Securities of the series shall
     be denominated and, if different, the coin or currency (including composite
     currencies  or currency  units) in which payment of the principal of and/or
     interest on the Securities of the series shall be payable, and if such coin
     or currency (including  composite currencies or currency units) is replaced
     by the euro, the provisions to effect such replacement;

          (10) if the  principal  of and/or  interest on the  Securities  of the
     series  are to be  payable,  at the  election  of the  Issuer  or a  Holder
     thereof, in a coin or currency (including  composite currencies or currency
     units)  other than that in which the  Securities  are stated to be payable,
     the period or  periods  within  which,  and the terms and  conditions  upon
     which, such election may be made;

          (11) if the amount of payments of principal of and/or  interest on the
     Securities of the series may be determined with reference to an index based
     on a coin or currency  (including  composite  currencies or currency units)
     other  than that in which the  Securities  are stated to be payable or with
     reference  to any other index,  the manner in which such  amounts  shall be
     determined;

          (12) if other than  denominations  of U.S.$1,000 (or if the Securities
     are  denominated  in a  currency  other  than  Dollars  or  in a  composite
     currency, 1,000 units of such other currency or composite currency or other
     currency  units)  and any  multiple  thereof,  the  denominations  in which
     Securities of the series shall be issuable;

          (13) if other than the principal  amount  thereof,  the portion of the
     principal  amount of  Securities  of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section 4.1
     or provable in bankruptcy pursuant to Section 4.2;

          (14) if the  Securities  of the series  are  Original  Issue  Discount
     Securities,  the  price at which  and the date on which  Securities  of the
     series are to be issued and the Yield to  Maturity  at the time of issuance
     of such series;

          (15) if the  Securities  of the series  are  convertible  into  Common
     Stock,  the  Conversion  Price  therefor,  the  period  during  which  such
     Securities are  convertible and any terms and conditions for the conversion
     of such Securities which differ from Article Twelve; and

          (16) any other  terms of the series  which are not  inconsistent  with
     this Indenture.


                                       17
<PAGE>
          In the  case  of  Securities  of a  series  issued  in  Tranches,  all
Securities of any one Tranche  shall be  substantially  identical,  except as to
denomination.  Except as provided in the preceding  sentence,  all Securities of
any one  series  shall be  substantially  identical  except as to  denomination,
interest  rate and  maturity  and  except as may  otherwise  be  provided  in or
pursuant to such Resolution or in any such indenture  supplemental  hereto.  The
applicable Resolution or the applicable  supplemental indenture may provide that
Securities  of any  particular  series  may be issued  at  various  times,  with
different  maturities  and  redemption  and  repayment  provisions  (if any) and
bearing  interest at  different  rates,  but shall for all  purposes  under this
Indenture,  including,  but not  limited to,  voting and Events of  Default,  be
treated as Securities of a single series.

          Except  as  otherwise  specified  pursuant  to  this  Section  2.6 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 2.7.  Authentication  and Delivery of Securities.  At any time
and from time to time after the  execution and delivery of this  Indenture,  the
Issuer  may  deliver  Securities  of any  series  executed  by the Issuer to the
Trustee for authentication and the Trustee shall thereupon authenticate and make
available  for  delivery  such  Securities  to or upon the written  order of the
Issuer,  signed by both (a) its chairman,  its  president,  its  executive  vice
president or any senior vice  president and (b) its treasurer,  its  controller,
its secretary,  without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation  to such  Securities  the Trustee  shall be  entitled  to receive,  and
(subject to the  requirements of the Trust Indenture Act of 1939) shall be fully
protected in relying upon:

          (1) a copy of any Resolution or  Resolutions  relating to such series,
     certified by the secretary or an assistant secretary of the Issuer;

          (2) an executed supplemental indenture, if any, relating thereto;

          (3) an Officers'  Certificate of the Issuer setting forth the form and
     terms of the  Securities  as required  pursuant  to  Sections  2.1 and 2.6,
     respectively, and prepared in accordance with the requirements of the Trust
     Indenture Act of 1939 and Section 14.5; and

          (4)  an  Opinion  of  Counsel,   prepared  in   accordance   with  the
     requirements  of the Trust  Indenture Act of 1939 and Section  14.5,  which
     shall state that (i) if the form of such Securities has been established by
     or pursuant to a Resolution of the Issuer as permitted by Section 2.1, that
     such form or forms, as the case may be, have been established in conformity
     with  the  provisions  of  this  Indenture,  and  that  the  terms  of such
     Securities  have been  established  by or pursuant to a  Resolution  of the
     Issuer as permitted by Section 2.6 in  conformity  with the  provisions  of
     this Indenture and that the  authentication and delivery of such Securities
     by the Trustee is authorized  under the  provisions  of this  Indenture and
     (ii) that such Securities,  when authenticated and delivered by the Trustee
     and  issued by the  Issuer in the  manner  and  subject  to any  conditions
     specified  in such  Opinion of Counsel  will  constitute  valid and legally
     binding  obligations of the Issuer,  enforceable  in accordance  with their
     terms,  except as the enforceability thereof

                                       18
<PAGE>
     may be  limited by  bankruptcy,  insolvency,  reorganization  or other
     similar laws affecting the enforcement of creditors'  rights  generally and
     to  general  principles  of  equity  regardless  of  whether  the  issue of
     enforceability is considered in a proceeding in equity or at law.

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

          The  Trustee  shall  not  be  required  to   authenticate   Securities
denominated  in a coin or  currency  other  than  that of the  United  States of
America if the Trustee reasonably  determines that such Securities impose duties
or  obligations  on the  Trustee  which the  Trustee  is not able or  reasonably
willing to accept;  provided  that the Trustee,  upon the request of the Issuer,
will resign as Trustee with respect to Securities of any series as to which such
a  determination  is made,  prior to the issuance of such  Securities,  and will
comply  with the  request of the Issuer to execute  and  deliver a  supplemental
indenture appointing a successor Trustee pursuant to Section 7.1.

          If the  Issuer  shall  establish  pursuant  to  Section  2.6  that the
Securities  of a series or a Tranche are to be issued in the form of one or more
Global  Securities,  then the Issuer  shall  execute and the Trustee  shall,  in
accordance  with this  Section and the order of the Issuer with  respect to such
series,  authenticate and deliver one or more Global Securities,  that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series or such Tranche,  as the case may
be,  issued and not yet  cancelled,  (ii) shall be registered in the name of the
Depositary  for such  Global  Security  or  Securities  or the  nominee  of such
Depositary,  (iii)  shall be  delivered  by the  Trustee to such  Depositary  or
pursuant to such  Depositary's  instructions and (iv) shall bear such legend, if
any, as shall be required by the Depositary.

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

          SECTION 2.8.  Execution of Securities.  The Securities shall be signed
on  behalf  of the  Issuer  by the  chairman  of its  Board  of  Directors,  its
president,  the  executive  vice  president,  any senior vice  president  or its
treasurer,  under its corporate seal which shall be attested by the secretary or
any  assistant  secretary of the Issuer.  Such  signatures  may be the manual or
facsimile signatures of the present or any future such officers. The seal of the
Issuer may be in the form of a facsimile thereof and may be impressed,  affixed,
imprinted or otherwise  reproduced on the  Securities.  Typographical  and other
minor  errors  or  defects  in any  such  reproduction  of the  seal or any such
signature shall not affect the validity or  enforceability  of any Security that
has been duly authenticated and delivered by the Trustee.

                                       19
<PAGE>

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

          SECTION 2.9.  Certificate of  Authentication.  Unless a certificate of
authentication,  substantially in the form hereinbefore  recited, set forth on a
Security has been executed by the Trustee by the manual  signature of one of its
authorized  signatories,  such Security shall not be entitled to the benefits of
this  Indenture  and such  Security  shall  not be valid or  obligatory  for any
purpose.  Such  certificate  by the Trustee  upon any  Security  executed by the
Issuer shall be conclusive  evidence that the Security so authenticated has been
duly  authenticated  and delivered  hereunder and that the Holder is entitled to
the benefits of this Indenture.

          SECTION 2.10. [Intentionally Omitted].

          SECTION  2.11.  Denomination  and  Date  of  Securities;  Payments  of
Interest.  The  Securities  of each  series  shall  be  issuable  as  registered
securities  without  coupons  and in  denominations  as  shall be  specified  as
contemplated  by Section  2.6.  In the  absence of any such  specification  with
respect to the Securities of any series,  the Securities of such series shall be
issuable in  denominations of U.S.$1,000 (or, if such Securities are denominated
in a currency other than U.S. dollars or in a composite currency, 1,000 units of
such other  currency  or  composite  currency)  and any  multiple  thereof.  The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such  manner or in  accordance  with such plan as the  officers of the Issuer
executing the same may  determine  with the approval of the Trustee as evidenced
by the execution and authentication thereof.

          Each  Security  shall be dated the date of its  authentication,  shall
bear interest, if any, from the date, and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.6.

          Except as  otherwise  specified  for a particular  series  pursuant to
Section 2.6,  the Person in whose name any Security of any series is  registered
at the close of business on any record date (as hereinafter  defined) applicable
to a particular series with respect to any interest payment date for such series
shall be entitled  to receive the  interest,  if any,  payable on such  interest
payment  date  notwithstanding  the  cancellation  of  such  Security  upon  any
registration  of any  transfer or exchange of such  Security  subsequent  to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall  default in the payment of the  interest  due on such  interest
payment date for such series,  in which case such  defaulted  interest  shall be
paid to the Persons in whose  names  Outstanding  Securities  of such series are
registered at the close of business on a subsequent  record date (which shall be
not less than five days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such  subsequent  record date.

                                       20
<PAGE>

The term "record date" as used with respect to any interest payment date (except
a date for payment of defaulted  interest) shall mean the date specified as such
in the terms of the Securities of any particular  series, or, if no such date is
so  specified,  if such  interest  payment  date is the first day of a  calendar
month,  the  fifteenth  day of the next  preceding  calendar  month  or, if such
interest payment date is the fifteenth day of a calendar month, the first day of
such calendar month, whether or not such record date is a Business Day.

          SECTION 2.12.  Registration,  Transfer and  Exchange.  The Issuer will
keep, either at the office or agency designated and maintained by the Issuer for
such purpose in the Borough of  Manhattan,  The City of New York,  in accordance
with the  provisions of Section 3.2, or at any of such other offices or agencies
as may be designated and maintained in accordance with the provisions of Section
3.2, a register or registers in which, subject to such reasonable regulations as
it may  prescribe,  it  will  register,  and  will  register  the  transfer  of,
Securities of a series as in this Article  provided.  Such register  shall be in
written  form in the  English  language  or in any other  form  capable of being
converted into such form within a reasonable  time. At all reasonable times such
register  or  registers  shall be open for  inspection  by the  Trustee  and any
Security registrar (as defined below) other than the Trustee.

          Upon due  presentation for registration of transfer of any Security of
any  series at any such  office or agency to be  maintained  for the  purpose as
provided  in Section  3.2,  the  Issuer  shall  execute  and the  Trustee  shall
authenticate  and make  available for delivery in the name of the  transferee or
transferees  a new  Security  or  Securities  of the same  series in  authorized
denominations for a like aggregate principal amount and having the same interest
rate, maturity and repayment and redemption provisions.

          Any  Security  or  Securities  of any  series  (other  than  a  Global
Security,  except  as set  forth  below)  may be  exchanged  for a  Security  or
Securities  of the same series in other  authorized  denominations,  in an equal
aggregate  principal  amount  and  having  the  same  interest  rate,  maturity,
redemption  and repayment  provisions.  Securities of any series to be exchanged
shall be  surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section  3.2,  and the Issuer  shall  execute and the
Trustee shall  authenticate and make available for delivery in exchange therefor
the Security or Securities of the same series and having the same interest rate,
maturity and repayment and redemption provisions which the Securityholder making
the  exchange   shall  be  entitled  to  receive,   bearing   numbers  or  other
distinguishing symbols not contemporaneously outstanding. Each Person designated
by the Issuer  pursuant to the provisions of Section 3.2 as a Person  authorized
to register and register  transfer of the Security is sometimes  herein referred
to as a "Security registrar".

          The Issuer  will at all times  designate  one  Person  (who may be the
Issuer  and who need not be a  Security  registrar)  to act as  repository  of a
master  list of names  and  addresses  of the  Holders  of the  Securities  (the
"Register").  The  Trustee  shall act as such  repository  unless and until some
other  Person is, by written  notice  from the  Issuer to the  Trustee  and each
Security  registrar,  designated by the Issuer to act as such.  The Issuer shall
cause each Security registrar to furnish to such repository, on a current basis,
such information as to all  registrations of transfer and exchanges  effected by
such  registrar,  as may be necessary to enable such  repository to maintain the
Register on as current a basis as is practicable.

                                       21
<PAGE>

          No  Person  shall at any time be  designated  as or act as a  Security
registrar  unless such Person is at such time empowered under  applicable law to
act as such and duly  registered to act as such under and to the extent required
by applicable law and regulations.

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

          The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities, other than exchanges pursuant to Section
2.15, 7.5 or 10.3 not involving any registration of transfer.  No service charge
shall be made for any such transaction.

          The Issuer shall not be required to exchange or register a transfer of
(a) any  Securities  of any  series for a period of 15 days next  preceding  the
selection of  Securities  of that series to be redeemed,  or (b) any  Securities
selected,  called or being called for redemption or surrendered for repayment in
whole or in part except, in the case of any Security to be redeemed or repaid in
part, the portion thereof not so to be redeemed or repaid.

          Notwithstanding  any other provision of this Section 2.12,  unless and
until  it is  exchanged  in  whole  or in  part  for  Securities  in  definitive
registered  form,  a  Global  Security  representing  all  or a  portion  of the
Securities  of a  series  may  not  be  transferred  except  as a  whole  by the
Depositary  for such series to a nominee of such  Depositary  or by a nominee of
such  Depository to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

          If  at  any  time  the  Depositary  for  any  Securities  of a  series
represented  by one or more  Global  Securities  notifies  the Issuer that it is
unwilling or unable to continue as Depositary  for such  Securities or if at any
time the  Depositary  for such  Securities  shall no  longer be  eligible  under
Section  2.7, the Issuer shall  appoint a successor  Depositary  with respect to
such Securities.  If a successor Depositary for such Securities is not appointed
by the Issuer  within 90 days after the Issuer  receives  such notice or becomes
aware of such ineligibility,  the Issuer's election pursuant to Section 2.6 that
such Securities be represented by one or more Global  Securities shall no longer
be effective  and the Issuer will execute,  and the Trustee,  upon receipt of an
Officers'   Certificate  for  the  authentication  and  delivery  of  definitive
Securities of such series,  will  authenticate  and make  available for delivery
definitive Securities of the same series, in any authorized denominations, in an
aggregate  principal amount equal to the principal amount of the Global Security
or Securities representing such Securities, in exchange for such Global Security
or Securities.

          The Issuer may at any time, and in its sole discretion, determine that
Securities  issued in the form of one or more Global  Securities shall no longer
be represented by a Global Security or Securities. In such event the Issuer will
execute,  and the  Trustee,  upon receipt of an  Officers'  Certificate  for the
authentication and delivery of definitive Securities, will authenticate

                                       22
<PAGE>

and make available for delivery definitive Securities of the same series, in any
authorized  denominations,  in  an  aggregate  principal  amount  equal  to  the
principal  amount of the Registered  Global Security or Securities,  in exchange
for such Global Security or Securities.

          If  specified  by the Issuer  pursuant to Section 2.6 with  respect to
Securities  represented  by a Global  Security,  the  Depositary for such Global
Security may surrender such Global  Security in exchange in whole or in part for
definitive  Securities of the same series on such terms as are acceptable to the
Issuer and such Depositary.  Thereupon, the Issuer shall execute and the Trustee
shall authenticate and make available for delivery, without service charge:

          (i) to the Person  specified  by such  Depositary,  a new  Security or
     Securities of the same series, of any authorized denominations as requested
     by such person,  in an aggregate  principal amount equal to and in exchange
     for such person's beneficial interest in the Global Security; and

          (ii) to such Depositary a new Global Security in a denomination  equal
     to the difference,  if any, between the principal amount of the surrendered
     Global   Security  and  the  aggregate   principal   amount  of  Securities
     authenticated and delivered pursuant to clause (i) above.

          Upon the exchange of a Global Security for definitive  Securities,  in
authorized denominations, such Global Security shall be cancelled by the Trustee
or an agent of the  Issuer  or the  Trustee.  Definitive  Securities  issued  in
exchange for a Global Security pursuant to this Section 2.12 shall be registered
in such names and in such  authorized  denominations  as the Depositary for such
Global  Security,   pursuant  to  instructions   from  its  direct  or  indirect
participants or otherwise,  shall instruct the Trustee or an agent of the Issuer
or the Trustee.  The Trustee or such agent shall make such Securities  available
for delivery to or as directed by the Persons in whose names such Securities are
so registered.

          SECTION  2.13.  Mutilated,   Defaced,   Destroyed,   Lost  and  Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be  destroyed,  lost or stolen  and,  in the absence of notice to the
Issuer or the  Trustee  that any  destroyed,  lost or stolen  Security  has been
acquired by a bona fide purchaser,  the Issuer may in its discretion execute and
the Trustee shall  authenticate and make available for delivery,  a new Security
of the same series and of like tenor,  bearing a number or other  distinguishing
symbol not contemporaneously  Outstanding,  in exchange and substitution for the
mutilated or defaced  Security,  or in lieu of and substitution for the Security
so  destroyed,  lost or stolen.  In every case the  applicant  for a  substitute
Security  shall  furnish  to the Issuer  and the  Trustee  (and any agent of the
Issuer or the Trustee, if requested by the Issuer) such security or indemnity as
may be  required  by them  to  indemnify  and  defend  and to save  each of them
harmless  and, in every case of  destruction,  loss or theft,  evidence to their
satisfaction  of the  destruction,  loss or  theft of such  Security  and of the
ownership thereof.

          Upon the issuance of any substitute  Security,  the Issuer may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be imposed in relation

                                       23
<PAGE>

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

          In case any  Security  that has  matured  or is about to mature or has
been  called for  redemption  in full shall  become  mutilated  or defaced or be
destroyed, lost or stolen, the Issuer in its discretion may instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant
for such payment  shall  furnish to the Issuer and the Trustee (and any agent of
the  Issuer or the  Trustee,  if  requested  by the  Issuer)  such  security  or
indemnity as any of them may require to indemnify and defend and to save each of
them harmless,  and, in every case of  destruction,  loss or theft,  evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

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

          SECTION 2.14.  Cancellation  of Securities  Paid,  etc. All Securities
surrendered  for the purpose of payment,  redemption,  registration of transfer,
conversion  or  exchange,  or for  credit  against  any  payment in respect of a
sinking or analogous fund, if surrendered to the Issuer, any Security registrar,
any paying agent, any conversion  agent, or any other agent of the Issuer or any
agent of the Trustee, shall be delivered to the Trustee and promptly canceled by
it or, if surrendered to the Trustee,  shall be promptly  canceled by it; and no
Securities shall be issued in lieu thereof except as expressly  permitted by any
of the  provisions  of this  Indenture.  The Trustee shall destroy such canceled
Securities  and deliver a certificate  with respect to such  destruction  to the
Issuer.  If the Issuer shall  acquire any of the  Securities,  such  acquisition
shall  not  operate  as  a  redemption  or  satisfaction  of  the   indebtedness
represented  by such  Securities  unless and until the same are delivered to the
Trustee for cancellation.

          SECTION  2.15.  Temporary  Securities.   Pending  the  preparation  of
definitive  Securities for any series,  the Issuer may execute,  and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed,  typewritten or otherwise reproduced).  Temporary
Securities  of any series  shall be issuable as  registered  Securities  without
coupons,  in any authorized  denomination,  and substantially in the form of the
definitive  Securities  of such series in lieu of which they are issued but with
such  omissions,  insertions and variations as may be appropriate  for temporary
Securities,  all as may be determined by the Issuer.  Temporary  Securities  may
contain such reference to any provisions of this


                                    24
<PAGE>

Indenture as may be appropriate. Every temporary Security shall be authenticated
by the Trustee upon the same  conditions and in  substantially  the same manner,
and with like effect,  as the  definitive  Securities  in lieu of which they are
issued.   Without   unreasonable  delay  the  Issuer  shall  execute  definitive
Securities  of  such  series  and  the  Issuer  shall  furnish  such  definitive
securities and thereupon temporary  Securities of such series may be surrendered
in exchange therefor without charge at each office or agency to be maintained by
the Issuer for that  purpose  pursuant to Section  3.2,  and the  Trustee  shall
authenticate  and make  available  for delivery in exchange  for such  temporary
Securities  of such  series a like  aggregate  principal  amount  of  definitive
Securities  of the same  series  of  authorized  denominations  having  the same
interest rate,  maturity and redemption  and repayment  provisions,  and bearing
interest from the same date as such  temporary  Securities.  Until so exchanged,
the  temporary  Securities  of any series shall be entitled to the same benefits
under this Indenture as definitive  Securities of the same series  authenticated
and delivered hereunder.

          SECTION 2.16. CUSIP Numbers.  The Issuer in issuing the Securities may
use "CUSIP"  numbers (if then  generally in use),  and, if so, the Trustee shall
use   "CUSIP"   numbers  in  notices  of   redemption   as  a   convenience   to
Securityholders;  provided that any such notice may state that no representation
is  made  as to the  correctness  of  such  numbers  either  as  printed  on the
Securities  or as contained in any notice of a redemption  and that reliance may
be placed only on the other  identification  numbers  printed on the Securities,
and any such  redemption  shall not be  affected by any defect in or omission of
such numbers.  The Issuer will promptly  notify the Trustee of any change in the
"CUSIP" numbers.

          SECTION 2.17. Form of Election to Convert. The notice of conversion to
be  delivered  by a  Holder  to the  conversion  agent  in  connection  with the
conversion  of  Securities  of any series  that are  convertible  into shares of
Common Stock shall be in substantially the following form, with such appropriate
insertions,  omissions,   substitutions  and  other  variations  as  are  deemed
necessary or appropriate by the Issuer or the Trustee:

                              Notice of Conversion

          The  undersigned  Holder  of the  Securities  specified  below  hereby
irrevocably  exercises the option to convert such  Securities,  or the aggregate
principal  amount thereof  specified  below,  into shares of Common Stock of the
Issuer,  in accordance  with the terms of the Securities and the Indenture dated
as of  _________________,  (the "Indenture")  between Newmont Mining Corporation
and  Citibank,  N.A. as Trustee,  and directs that if such Holder is electing to
receive Common Stock,  the Common Stock issuable and deliverable upon conversion
be delivered to such Holder unless  otherwise  indicated  below and any check in
payment  for  fractional  shares be issued in the name of and  delivered  to the
undersigned  unless a different name has been indicated  below.  All capitalized
terms used herein and not defined  herein shall have the  meanings  specified in
the Indenture.

Dated:

                                           ---------------------------
                                           Signature (for Conversion only)

                                       25
<PAGE>

Title of Securities:

Certificate Number(s)
(if applicable):

Aggregate Principal Amount
Represented:(1)

Principal Amount to be
Converted:(2)

If check for fractional Shares to be issued otherwise than to Holder:

--------------------------
Print name and address

Please print name and address
of Holder

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

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

 Signature Guarantee:                               __________________________
--------------------------



----------

1    Unless  otherwise  specified,  a Holder will be deemed to be converting the
     entire principal amount of the Securities delivered.

2    Certificate  registered  in the name of the  Holder  will be  issued in the
     principal  amount  of  the  Securities  not  converted,   unless  otherwise
     provided.


                                       26
<PAGE>

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

          SECTION 3.1.  Payment of Principal and Interest.  The Issuer covenants
and agrees for the  benefit of each series of  Securities  that it will duly and
punctually  pay or cause to be paid the  principal of and  interest,  if any, on
each of the Securities of such series at the place or places,  at the respective
times and in the manner provided in such  Securities and in a manner  consistent
with the  applicable  requirements  of The Depository  Trust Company.  Except as
otherwise  provided  pursuant to Section 2.6 for Securities of any series,  each
installment  of interest on the  Securities of any series may be paid by mailing
checks  for  such  interest  payable  to the  Person  entitled  thereto  as such
addresses shall appear in the Register.

          SECTION  3.2.  Offices  for  Payments,  etc.  So  long  as  any of the
Securities  remain  outstanding,  the Issuer will  designate and maintain in the
Borough of Manhattan,  The City of New York,  for each series:  (a) an office or
agency where the Securities  may be presented for payment or conversion,  (b) an
office or agency where the  Securities  may be  presented  for  registration  of
transfer  and for  exchange as in this  Indenture  provided and (c) an office or
agency  where  notices  and  demands  to or upon the  Issuer in  respect  of the
Securities  or of this  Indenture  may be served.  In addition to such office or
offices or agency or agencies,  the Issuer may from time to time  designate  and
maintain  one or more  additional  offices or  agencies  within or  outside  the
Borough of Manhattan,  The City of New York, where the Securities of that series
may be presented  for payment or for  registration  of transfer or for exchange,
and the Issuer may from time to time  rescind such  designation,  as it may deem
desirable or expedient.  The Issuer will give to the Trustee  written  notice of
the location of any such office or agency and of any change of location thereof.
The Issuer  hereby  designates  the New York  Location and the  Corporate  Trust
Office as the initial offices to be maintained by it for such purposes.  In case
the Issuer  shall fail to  maintain  any such  office or agency or shall fail to
give such  notice of the  location  or of any  change in the  location  thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust  Office and the Issuer  appoints  the  Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

          SECTION 3.3. Paying Agents. Whenever the Issuer shall appoint a paying
agent or agents  other than the Trustee with  respect to the  Securities  of any
series,  it will cause each such  paying  agent to  execute  and  deliver to the
Trustee an  instrument  in which each such  paying  agent  shall  agree with the
Trustee, subject to the provisions of this Section,

          (a) that it will hold all sums  received  by it as such  agent for the
     payment of the principal of or interest,  if any, on the Securities of such
     series  (whether  such sums  have  been paid to it by the  Issuer or by any
     other obligor on the Securities of such series) 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,

          (b) that it will give the Trustee  notice of any default by the Issuer
     (or by any other  obligor  on the  Securities  of such  series) to make any
     payment of the principal of or


                                       27
<PAGE>

          interest, if any, on the Securities of such series when the same shall
     be due and payable, and

          (c) that,  at any time  during  the  continuance  of any such  default
     referred to in clause (b) above,  upon the written  request of the Trustee,
     it will  forthwith  pay to the  Trustee  all  sums so held in trust by such
     paying agent.

          Whenever the Issuer shall have one or more paying  agents with respect
to Securities of any series, it will, prior to each due date of the principal of
or interest, if any, on the Securities of such series, deposit with a designated
paying agent a sum  sufficient  to pay such  principal  or interest,  if any, so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such principal or interest, if any, and (unless such paying agent is
the Trustee) the Issuer will promptly  notify the Trustee of any failure to take
such action.

          If the Issuer  shall act as its own paying  agent with  respect to the
Securities  of any series,  it will, on or before each due date of the principal
of or interest,  if any, on the Securities of such series, set aside,  segregate
and hold in trust for the benefit of the Persons  entitled to such principal and
interest, if any, a sum sufficient to pay such principal or interest, if any, so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein  provided.  The Issuer  will  promptly  notify  the  Trustee of any
failure to take such action.

          Anything in this Section to the contrary  notwithstanding,  the Issuer
may at any time, for the purpose of obtaining a satisfaction  and discharge with
respect to one or more or all series of Securities  hereunder,  or for any other
reason,  pay or cause to be paid to the  Trustee  all sums held in trust for any
such  series by the Issuer or any paying  agent  hereunder,  as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

          Anything  in  this  Section  to  the  contrary  notwithstanding,   the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions of Sections 9.3 and 9.4.

          SECTION 3.4. Notice of Default. The Issuer shall file with the Trustee
written  notice of the occurrence of any default or Event of Default within five
Business  Days of the chairman of the Board of  Directors,  the  president,  the
executive vice president,  any senior vice president,  the general counsel,  the
treasurer or the secretary of the Issuer  becoming  aware of any such default or
Event of Default.

          SECTION 3.5. Calculation of Original Issue Discount.  The Issuer shall
file with the Trustee promptly at the end of each calendar year a written notice
specifying  the amount of original  issue  discount  (including  daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year.

          SECTION 3.6.  Reports.  The Issuer shall comply with the provisions of
ss.  314(a) of the Trust  Indenture  Act of 1939 and shall file with the Trustee
within 45 days after it files them with the Commission and in any event no later
than 60 days  after  the end of the  respective  fiscal  quarter,  copies of its
annual report and of the information,  documents and other reports (or copies of
such  portions  of any of the  foregoing  as the  Commission  may by  rules  and
regulations

                                       28
<PAGE>

prescribe) which the Issuer is required to file with the Commission
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended.

          Delivery of such reports,  information and documents to the Trustee is
for  informational  purposes  only and the  Trustee's  receipt of such shall not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information   contained  therein,   including  the  Issuer's
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).

          SECTION  3.7.  Compliance  Certificates.  (a) On or before April 15 in
each year  (commencing  with the  first  April 15 which is not less than 60 days
following  the first date of issuance  of  Securities  of any series  under this
Indenture), the Issuer will file with the Trustee a brief certificate, signed by
its principal  executive  officer,  principal  financial  officer,  or principal
accounting  officer,  stating  whether or not the signer  has  knowledge  of any
default by the  Issuer,  in the  performance  or  fulfillment  of any  covenant,
agreement, or condition contained in this Indenture, and, if so, specifying each
such default of which the signer has  knowledge,  the nature  thereof,  and what
action, if any, has been taken and is proposed to be taken to cure such default.
For purposes of this  paragraph,  such  compliance  shall be determined  without
regard to any  period of grace or  requirement  of notice  provided  under  this
Indenture.

          (b) The Issuer also shall comply with the other provisions ofss.314(a)
of the Trust Indenture Act of 1939.


                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

          SECTION  4.1.  Events of Default.  "Event of Default"  with respect to
Securities of a particular  series  wherever  used herein,  means any one of the
following events and such other events as may be established with respect to the
Securities  of such series as  contemplated  by Section 2.6,  continued  for the
period of time,  if any, and after the giving of notice,  if any,  designated in
this  Indenture  or as may be  established  with respect to such  Securities  as
contemplated  by Section  2.6,  as the case may be,  unless such event is either
inapplicable  or is  specifically  deleted or modified  in, or pursuant  to, the
applicable  Resolution or in the supplemental  indenture under which such series
of Securities is issued, as the case may be, as contemplated by Section 2.6:

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

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


                                       29
<PAGE>

          (c) default in the payment of any sinking fund installment as and when
     the same shall  become due and  payable by the terms of the  Securities  of
     such series; or

          (d)  failure on the part of the Issuer  duly to observe or perform any
     other of the  covenants or  agreements on the part of the Issuer in respect
     of the Securities of such series  contained in this Indenture (other than a
     covenant or agreement in respect of the Securities of such series a default
     in the  performance  of  which or a breach  of which is  elsewhere  in this
     Section specifically addressed),  and continuance of such default or breach
     for a period  of 90 days  after  there has been  given,  by  registered  or
     certified  mail,  to the  Issuer by the  Trustee  or to the  Issuer and the
     Trustee  by  the  Holders  of at  least  25%  in  principal  amount  of the
     Outstanding  Securities of such 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

          (e) a court having  jurisdiction  in the premises shall enter a decree
     or order for relief in respect of the Issuer in an  involuntary  case under
     any applicable Federal or state bankruptcy, insolvency or other similar law
     now or hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian,  trustee or sequestrator (or similar  official) of the Issuer or
     for all or substantially  all of its property or ordering the winding up or
     liquidation of its affairs,  and such decree or order shall remain unstayed
     and in effect for a period of 90 consecutive days; or

          (f) the Issuer shall  commence a voluntary  case under any  applicable
     Federal  or  state  bankruptcy,  insolvency  or  other  similar  law now or
     hereafter  in effect,  or consent to the entry of an order for relief in an
     involuntary  case  under any such law,  or consent  to the  appointment  or
     taking possession by a receiver,  liquidator,  assignee, custodian, trustee
     or  sequestrator  (or  similar  official)  of  the  Issuer  or  for  all or
     substantially all of its property,  or make any general  assignment for the
     benefit of creditors.

          If an Event of Default with respect to any series of Securities at the
time  Outstanding  occurs and is  continuing,  then,  and in each and every such
case,  unless the  principal of all of the  Securities of such series shall have
already  become due and  payable,  either the Trustee or the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Securities of such
series,  by notice in  writing  to the  Issuer  (and to the  Trustee if given by
Securityholders), may declare the entire principal amount (or, if the Securities
of such series are  Original  Issue  Discount  Securities,  such  portion of the
principal  as may be  specified  in the terms of such  series or if so  provided
pursuant to Section 2.6 for  Securities  of any series,  such other amount as is
specified  pursuant  thereto)  of all of the  Securities  of such series and the
interest accrued thereon,  if any, to be due and payable  immediately,  and upon
any  such  declaration  the  same  shall  become  immediately  due and  payable;
provided, however, that the payment of the principal of and premium, if any, and
interest,  if any, on the Securities of such series shall remain subordinated to
the extent provided in Article Eleven hereof.

          The foregoing  provisions,  however, are subject to the condition that
if, at any time after the principal  (or, if the  Securities  are Original Issue
Discount  Securities,  such portion of the  principal as may be specified in the
terms  thereof or if so provided  pursuant to Section 2.6 for

                                       30
<PAGE>

Securities of any series, such other amount as is specified pursuant thereto) of
the  Securities  of any series shall have been so declared due and payable,  and
before any  judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided,

          (a) the  Issuer  shall  pay or shall  deposit  with the  Trustee a sum
     sufficient to pay all matured  installments  of interest,  if any, upon all
     the  Securities of such series and the principal of any and all  Securities
     of  such  series  which  shall  have  become  due  otherwise  than  by such
     declaration of acceleration  (with interest upon such principal and, to the
     extent that payment of such interest is enforceable  under  applicable law,
     on overdue installments of interest, if any, at the Overdue Rate applicable
     to such  series to the date of such  payment or  deposit),  and all amounts
     payable to the Trustee pursuant to Section 5.5, and

          (b) any and all Events of Default under the Indenture  with respect to
     such series of Securities  other than the  non-payment  of the principal of
     such  Securities  which  shall  have  become  due by  such  declaration  of
     acceleration,  shall  have been  cured,  waived or  otherwise  remedied  as
     provided  herein  or  provision  shall  have  been  made  therefor  to  the
     satisfaction of the Trustee,

then and in every such case the Holders of not less than a majority in aggregate
principal amount of the Securities of such series then  Outstanding,  by written
notice to the Issuer and to the Trustee,  may rescind and annul such declaration
and its  consequences  with respect to such series,  but no such  rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

          For all purposes under this  Indenture,  if a portion of the principal
of any  Original  Issue  Discount  Securities  shall have been  accelerated  and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration,  unless such declaration has been rescinded and annulled,  the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder,  to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the  principal  thereof  as  shall  be due  and  payable  as a  result  of  such
acceleration,  together  with  interest,  if any,  thereon and all other amounts
owing  thereunder,  shall  constitute  payment  in full of such  Original  Issue
Discount  Securities.  If the  Securities of any series provide the amount other
than the face amount  thereof  will be payable  upon the  maturity  thereof or a
declaration  of  acceleration  of the  maturity  thereof,  for  purposes of this
Section 4.1 the principal  amount of such Securities  shall be deemed to be such
amount  as  shall  be due and  payable  upon the  acceleration  of the  maturity
thereof,  except as may  otherwise be provided  with respect to such  Securities
pursuant to Section 2.6.

          If the  Securities of any series provide that an amount other than the
face  amount  thereof  will be  payable  upon  the  maturity  thereof  or upon a
declaration  of  acceleration  of the  maturity  thereof,  for  purposes of this
Section 4.1 the principal  amount of such Securities  shall be deemed to be such
amount  as  shall  be due and  payable  upon the  acceleration  of the  maturity
thereof,  except as may  otherwise be provided  with respect to such  Securities
pursuant to Section 2.6.

                                       31
<PAGE>

          SECTION 4.2.  Payment of Securities  on Default;  Suit  Therefor.  The
Issuer  covenants that (a) in case a default shall be made in the payment of any
installment  of interest on any of the Securities of any series as and when such
interest  shall  have  become  due and  payable,  and such  default  shall  have
continued  for a period of 30 days or (b) in case a default shall be made in the
payment of the principal of any of the  Securities of any series as and when the
same shall have become due and payable,  whether upon maturity of the Securities
of such series or upon redemption or by declaration or otherwise, or (c) in case
of a default  in the  making or  satisfaction  of any  sinking  fund  payment or
analogous obligation when the same becomes due by the terms of the Securities of
any series -- then,  upon  demand of the  Trustee,  the  Issuer  will pay to the
Trustee  for the  benefit of the  Holders of the  Securities  of such series the
whole amount then due and payable on all Securities of such series for principal
and  interest,  if any,  as the case may be (with  interest  to the date of such
payment  upon the overdue  principal  and,  to the extent  that  payment of such
interest  is  enforceable  under  applicable  law,  on overdue  installments  of
interest,  if any, at the Overdue Rate applicable to Securities of such series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and any further amounts payable to the Trustee
pursuant to Section 5.5.

          Until  such  demand is made by the  Trustee,  the  Issuer  may pay the
principal  of and  interest,  if any,  on the  Securities  of any  series to the
registered Holders, whether or not the principal of and interest, if any, on the
Securities of such series be overdue.

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

          In case there shall be pending  proceedings  for the bankruptcy or for
the reorganization of the Issuer or any other obligor upon the Securities of any
series under Title 11 of the United States Code or any other similar  applicable
Federal or state law, or in case a receiver,  trustee in  bankruptcy  or similar
official  shall have been appointed for the property of the Issuer or such other
obligor,  or in case of any other similar judicial  proceedings  relative to the
Issuer or other obligor upon the  Securities of any series,  or to the creditors
or property of the Issuer or such other obligor,  the Trustee,  irrespective  of
whether the principal of any Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand  pursuant to the  provisions of this Section,  shall,
subject to the  provisions  of Article  Eleven,  be entitled and  empowered,  by
intervention in such proceedings or otherwise:

          (a) to file and  prove a claim  or  claims  for the  whole  amount  of
     principal  (or, if the Securities of any series are Original Issue Discount
     Securities or if the  Securities of any series provide that an amount other
     than the face thereof will or may be payable upon maturity  thereof or upon
     a  declaration  of  acceleration  thereof,  such  amount  as may be due and
     payable with respect to such series pursuant to a declaration in accordance
     with

                                       32
<PAGE>

     Section  4.1) and  interest,  if any,  owing and  unpaid in  respect of the
     Securities of any series, and, in case of any judicial proceedings, to file
     such proofs of claim and other  papers or  documents as may be necessary or
     advisable in order to have the claims of the Trustee  (including  any claim
     for any amounts payable to the Trustee  pursuant to Section 5.5) and of the
     Securityholders  allowed in any judicial proceedings relating to the Issuer
     or other obligor upon the Securities of any series,  or to the creditors or
     property of the Issuer or such other obligor,

          (b) unless  prohibited by applicable law and  regulations,  to vote on
     behalf of the Holders of the  Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other  bankruptcy  or  insolvency  proceedings  or of a  person  performing
     similar functions in comparable proceedings, and

          (c) to collect  and receive  any moneys or other  property  payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the  Securityholders  and of the  Trustee on their
     behalf  (after  deduction  of costs and  expenses  of  collection,  and any
     further amounts payable to the Trustee pursuant to Section 5.5 and incurred
     by it up to the  date of  distribution);  and any  trustee  in  bankruptcy,
     receiver  or other  similar  official is hereby  authorized  by each of the
     Securityholders to make payments to the Trustee, and, in the event that the
     Trustee  shall   consent  to  the  making  of  payments   directly  to  the
     Securityholders,  to pay to the Trustee  costs and expenses of  collection,
     and any further amounts payable to the Trustee  pursuant to Section 5.5 and
     incurred by it up to the date of distribution.

          Nothing herein  contained  shall be deemed to authorize the Trustee to
authorize  or  consent  to or vote  for or  accept  or adopt  on  behalf  of any
Securityholder   any  plan  of   reorganization,   arrangement,   adjustment  or
composition  affecting the  Securities of any series or the rights of any Holder
thereof,  or to  authorize  the  Trustee  to vote in respect of the claim of any
Securityholder  in any such  proceeding  except,  as aforesaid,  to vote for the
election of a trustee in bankruptcy or similar person.

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

          In any proceedings brought by the Trustee (and also any proceedings in
which a declaratory  judgment of a court may be sought as to the  interpretation
or construction of any provision of this Indenture to which the Trustee shall be
a  party)  the  Trustee  shall  be held to  represent  all  the  Holders  of the
Securities to which such  proceedings  relate,  and it shall not be necessary to
make any Holders of such Securities parties to any such proceedings.

          SECTION 4.3.  Application of Moneys  Collected by Trustee.  Subject to
the  provisions of Article Eleven  hereof,  any moneys  collected by the Trustee
pursuant to this Article

                                       33
<PAGE>

shall be  applied  in the  following  order  at the  date or dates  fixed by the
Trustee and, in the case of  distribution of such moneys on account of principal
or interest,  upon  presentation  of the several  Securities in respect of which
moneys have been  collected  and  stamping  (or  otherwise  noting)  thereon the
payment,  or issuing Securities in reduced principal amounts in exchange for the
presented  Securities  of like series (or, in the case of Securities of a series
issued  in more  than  one  Tranche,  of the  same  Tranche)  and  tenor if only
partially paid, or upon surrender thereof if fully paid:

          FIRST:  To the  payment  of amounts  due to the  Trustee  pursuant  to
     Section 5.5;

          SECOND: In case the principal of the Outstanding Securities in respect
     of which moneys have been  collected  shall not have become and be then due
     and  payable,  to the payment of  interest,  if any, on the  Securities  in
     default in the order of the maturity of the  installments of such interest,
     with interest (to the extent that such  interest has been  collected by the
     Trustee and to the extent  permitted  by  applicable  law) upon the overdue
     installments of interest at the Overdue Rate applicable to such Securities,
     such payments to be made ratably to the persons entitled  thereto,  without
     discrimination or preference;

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

          FOURTH: To the payment of the remainder,  if any, to the Issuer or its
     successors and assigns.

          SECTION  4.4.  Proceedings  by  Trustee.  In case an Event of  Default
hereunder has occurred,  has not been waived and is continuing,  the Trustee may
in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such  appropriate  judicial  proceedings  as the Trustee shall deem
most  effectual to protect and enforce any of such  rights,  either at law or in
equity or in bankruptcy or otherwise,  whether for the specific  enforcement  of
any covenant or agreement  contained in this Indenture or in aid of the exercise
of any  power  granted  in this  Indenture  or to  enforce  any  other  legal or
equitable right vested in the Trustee by this Indenture or by law.

          SECTION 4.5.  Restoration of Rights on Abandonment of Proceedings.  In
case the Trustee shall have  proceeded to enforce any right under this Indenture
and such proceedings  shall have been  discontinued or abandoned for any reason,
or shall have been determined  adversely to the Trustee,  then and in every such
case  the  Issuer  the  Trustee  and  the  Securityholders   shall  be  restored
respectively  to their former  positions and rights  hereunder,  and

                                       34
<PAGE>

all  rights,   remedies   and  powers  of  the  Issuer,   the  Trustee  and  the
Securityholders shall continue as though no such proceedings had been taken.

          SECTION 4.6. Proceedings by Securityholders. No Holder of any Security
of any series shall have any right by virtue or by availing of any  provision of
this  Indenture to institute  any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture,  or for
the appointment of a trustee in bankruptcy,  receiver or other similar  official
or for any other  remedy  hereunder,  unless such Holder  previously  shall have
given to the Trustee  written  notice of default with respect to  Securities  of
such series and of the continuance thereof, as hereinbefore provided, and unless
also the  Holders  of not less  than 25% in  aggregate  principal  amount of the
Securities of such series then Outstanding  shall have made written request upon
the Trustee to institute  such action,  suit or  proceedings  in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred  therein or thereby  and the  Trustee  for 60 days after its receipt of
such notice,  request and offer of indemnity  shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written  request  shall have been given to the Trustee  pursuant to Section
4.8 during such 60 day  period;  it being  understood  and  intended,  and being
expressly  covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee,  that no one or more Holders of any Securities
shall  have any right in any manner  whatever  by virtue or by  availing  of any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other  Holder of  Securities,  or to obtain or seek to obtain  priority  over or
preference  to any other  Holder or to enforce any right  under this  Indenture,
except in the  manner  herein  provided  and for the equal,  ratable  and common
benefit  of  all  Holders  of  Securities  of the  applicable  series.  For  the
protection and  enforcement  of the  provisions of this Section,  each and every
Securityholder  and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

          SECTION 4.7. Remedies Cumulative and Continuing. Except as provided in
Section 4.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the  Securityholders  is  intended to be  exclusive  of any other right or
remedy,  and every right and remedy  shall,  to the extent  permitted by law, be
cumulative  and in addition to every other right and remedy  given  hereunder or
now or hereafter  existing at law or in equity or  otherwise.  The  assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          No  delay or  omission  of the  Trustee  or of any  Securityholder  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing  as  aforesaid  shall  impair  any  such  right  or power or shall be
construed  to be a  waiver  of any  such  Event of  Default  or an  acquiescence
therein;  and,  subject to Section  4.6,  every  power and remedy  given by this
Indenture  or by law  to the  Trustee  or to the  Securityholders  of any or all
series,  as the case may be, may be exercised from time to time, and as often as
shall be deemed  expedient,  by the  Trustee or by the  Securityholders  of such
series or all series, as the case may be.

          SECTION 4.8. Control by Securityholders.  The Holders of not less than
a majority  in  aggregate  principal  amount of the  Securities  of each  series
affected at the time Outstanding  (with each such series voting  separately as a
class) shall have the right to direct the

                                       35
<PAGE>

time,  method and place of conducting any proceeding for any remedy available to
the Trustee,  or exercising any trust or power  conferred on the Trustee by this
Indenture with respect to Securities of such series.  Notwithstanding any of the
foregoing,  no such direction shall be otherwise than in accordance with law and
the provisions of this Indenture and (subject to the  requirements  of the Trust
Indenture Act of 1939) the Trustee shall have the right to decline to follow any
such direction if the Trustee,  being advised by counsel,  shall  determine that
the action or  proceeding  so  directed  may not  lawfully  be taken or would be
unjustly  prejudicial to the Holders of such  Securities not taking part in such
direction,  or the  Holders of the  Securities  of any other  series,  or if the
Trustee in good faith by its board of directors,  the  executive  committee or a
trust  committee  of  directors  or  responsible  officers of the Trustee  shall
determine  that the action or  proceedings so directed would involve the Trustee
in personal liability.

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

          SECTION 4.9. Waiver of Past Defaults.  Prior to the declaration of the
acceleration  of the maturity of the  Securities  of any  particular  series the
Holders  of not less  than a  majority  in  aggregate  principal  amount  of the
Securities of such  particular  series at the time  Outstanding may on behalf of
the  Holders of all the  Securities  of such  particular  series  waive any past
default  or Event of Default  with  respect  to such  particular  series and its
consequences,  except a default in respect of a  covenant  or  provision  hereof
which  cannot be modified  or amended  without the consent of the Holder of each
Outstanding  Security  affected as  provided in Section  7.2. In the case of any
such waiver,  the Issuer,  the Trustee and the Holders of the Securities of each
series  affected  shall  be  restored  to  their  former  positions  and  rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other default or Event of Default or impair any right consequent thereon.

          Upon any such waiver,  such default shall cease to exist and be deemed
to have been cured and not to have  occurred,  and any Event of Default  arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture.


                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

          SECTION 5.1. Reliance on Documents, Opinions, etc.; No Requirement for
Expenditure of Own Funds.  Subject to the provisions of the Trust  Indenture Act
of 1939:

          (a) prior to the occurrence of an Event of Default hereunder and after
     the  curing  or  waiving  of  all  Events  of  Default,   the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein,  in the absence of bad faith on the part of
     the Trustee,  upon certificates or opinions  conforming to the requirements
     of this  Indenture;  but in the case of any such  certificates  or opinions
     which by any provision hereof are specifically  required to be furnished to
     the  Trustee,  the


                                       36
<PAGE>

     Trustee  shall be under a duty to  examine  the same to
     determine whether or not they conform to the requirements of this Indenture
     (but  need  not  confirm  or  investigate   the  accuracy  of  mathematical
     calculations or other facts stated therein);

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

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

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

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

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

          (g) the  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,  other evidence of  indebtedness or other paper or
     document  believed by it to be genuine and to have been signed or presented
     by the proper party or parties;


                                       37
<PAGE>

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

          (i) the  Trustee  shall not be deemed to have notice of any default or
     Event of Default  unless a  Responsible  Officer of the  Trustee has actual
     knowledge  thereof or unless  written  notice of any event which is in fact
     such a default is received by the Trustee at the Corporate  Trust Office of
     the Trustee, and such notice references the Securities and this Indenture.

          None of the provisions  contained in this Indenture shall be construed
as  requiring  the  Trustee to expend or risk its own funds or  otherwise  incur
personal  financial  liability in the performance of any of its duties or in the
exercise  of any of its rights or powers.  Whether or not therein  expressly  so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording  protection to the Trustee shall be subject to the
requirements of the Trust Indenture Act of 1939.

          SECTION  5.2.  No  Responsibility  for  Recitals,  etc.  The  recitals
contained  herein and in the  Securities,  except the Trustee's  certificates of
authentication,  shall be taken as the  statements of the Issuer and the Trustee
assumes no responsibility  for the correctness of the same. The Trustee makes no
representation  as to the validity or  sufficiency  of this  Indenture or of the
Securities,  provided  that the  Trustee  shall not be  relieved  of its duty to
authenticate Securities only as authorized by this Indenture.  The Trustee shall
not be  accountable  for  the use or  application  by the  Issuer  of any of the
Securities or of the proceeds thereof.

          SECTION 5.3.  Trustee and Agents May Hold  Securities.  The Trustee or
any agent of the Issuer or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities with the same rights it would have
if it were not the Trustee or such agent and, subject to the requirements of the
Trust  Indenture Act of 1939,  may  otherwise  deal with the Issuer and receive,
collect,  hold and retain  collections  from the Issuer  with the same rights it
would have if it were not the Trustee or such agent.

          SECTION 5.4. Moneys to Be Held in Trust.  Subject to the provisions of
Sections  9.3 and 9.4, all moneys  received by the Trustee or any paying  agent,
all money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 9.8 and all money received by the Trustee in respect of U.S.  Government
Obligations  deposited with the Trustee  pursuant to Section 9.8,  shall,  until
used or applied as herein provided,  be held in trust for the purposes for which
they were  received,  but need not be segregated  from other funds except to the
extent  required by  mandatory  provisions  of law.  Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received by
it  hereunder,  except  such as it may agree in  writing  with the Issuer to pay
thereon.  So long as no Event of Default shall have occurred and be  continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written  order of the Issuer  signed by one of its  officers,  who is one of the
officers who may sign an Officers' Certificate.

                                       38
<PAGE>

          SECTION  5.5.   Compensation  and  Expenses  of  Trustee.  The  Issuer
covenants  and agrees to pay to the Trustee  from time to time,  and the Trustee
shall be entitled to, such  compensation as shall be agreed to from time to time
in  writing by the Issuer  and the  Trustee  (which  shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise  expressly  provided,  the Issuer will pay or reimburse
the Trustee  upon its request for all  reasonable  expenses,  disbursements  and
advances  incurred or made by or on behalf of it in  accordance  with any of the
provisions of this  Indenture  (including the  reasonable  compensation  and the
expenses and  disbursements  of its counsel and of all persons not  regularly in
its employ) except any such expense,  disbursement  or advance as may arise from
its negligence or bad faith.  The Issuer also covenants to indemnify the Trustee
for, and to hold it harmless against, any and all loss, liability, damage, claim
or  expense,  including  taxes  (other  than  taxes  based on the  income of the
Trustee) incurred without negligence or bad faith on its part, arising out of or
in connection  with the  acceptance or  administration  of this Indenture or the
trusts hereunder and its duties  hereunder,  including the costs and expenses of
defending itself against any claim (whether  asserted by the Issuer, a Holder or
any other Person) or liability in the premises.  The  obligations  of the Issuer
under  this  Section to  compensate  and  indemnify  the  Trustee  and to pay or
reimburse the Trustee for expenses,  disbursements and advances shall constitute
additional  indebtedness  hereunder  and  shall  survive  the  satisfaction  and
discharge of this Indenture.  Such additional indebtedness shall be secured by a
lien  prior  to that of the  Securities  upon all  property  and  funds  held or
collected by the Trustee as such,  except funds held in trust for the benefit of
the Holders of particular Securities.

          When the Trustee  incurs  expenses or renders  services in  connection
with an Event of Default  specified  in Section  4.1(e) or Section  4.1(f),  the
expenses  (including  the  reasonable  fees 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.

          SECTION 5.6. Right of Trustee to Rely on Officers'  Certificate,  etc.
Subject to the requirements of the Trust Indenture Act of 1939,  whenever in the
administration  of the  trusts  of this  Indenture  the  Trustee  shall  deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering  or omitting  any action to be taken  hereunder,  such matter  (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence  or bad faith on the part of the Trustee,  be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate,  in the absence of negligence or bad faith on the
part of the Trustee,  shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the  provisions of this Indenture upon the faith
thereof.

          SECTION 5.7.  Eligibility  of Trustee.  The Trustee for each series of
Securities hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act of 1939,  having a combined  capital and
surplus of at least  U.S.$50,000,000.  If such corporation  publishes reports of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section,  the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In


                                       39
<PAGE>

case at any time the Trustee shall cease to be eligible in  accordance  with the
provisions of this Section,  the Trustee shall resign  immediately in the manner
and with the effect specified in Section 5.8.

          SECTION  5.8.  Resignation  or  Removal  of  Trustee;  Appointment  of
Successor  Trustee.  (a) The  Trustee,  or any  trustee  or  trustees  hereafter
appointed,  may at any time resign with  respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer. Upon receiving
such  notice of  resignation,  the Issuer  shall  promptly  appoint a  successor
trustee or trustees with respect to the applicable series by written  instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor  trustee  or  trustees.  If no  successor  trustee  shall have been so
appointed  with respect to any series and have  accepted  appointment  within 30
days after the mailing of such notice of resignation, the resigning trustee may,
at the expense of the Issuer,  petition any court of competent  jurisdiction for
the appointment of a successor  trustee,  or any  Securityholder  who has been a
bona fide Holder of a Security or  Securities  of the  applicable  series for at
least six months may,  subject to the requirements of the Trust Indenture Act of
1939, on behalf of himself and all others similarly situated,  petition any such
court for the  appointment  of a successor  trustee.  Such court may  thereupon,
after  such  notice,  if any,  as it may deem  proper and  prescribe,  appoint a
successor trustee.

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

          (i) the Trustee  shall cease to be  eligible  in  accordance  with the
     provisions  of Section  5.7 with  respect to any series of  Securities  and
     shall fail to resign after written request therefor by the Issuer or by any
     Securityholder; or

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

then,  in any such case,  the Issuer by  Resolution  may remove the Trustee with
respect to the applicable  series of Securities (or all series, if required) and
appoint a successor trustee for such series by written instrument, in duplicate,
executed by authority of the Board of  Directors,  one copy of which  instrument
shall be  delivered  to the  Trustee  so removed  and one copy to the  successor
trustee, or, subject to the requirements of the Trust Indenture Act of 1939, any
Securityholder  who has been a bona fide Holder of a Security or  Securities  of
such  series for at least six  months  may on behalf of  himself  and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the  appointment of a successor  trustee with respect to such
series.  Such court may  thereupon,  after such  notice,  if any, as it may deem
proper and  prescribe,  remove the Trustee and appoint a successor  trustee with
respect to such series.

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Securities  of any  series at the time  Outstanding  may at any time  remove the
Trustee  with  respect to

                                       40
<PAGE>

Securities  of such series and appoint a successor  trustee  with respect to the
Securities  of such  series by  delivering  to the  Trustee so  removed,  to the
successor  trustee so appointed  and to the Issuer the evidence  provided for in
Section 6.1 of the action in that regard taken by the Securityholders.

          If no successor  trustee shall have been so appointed  with respect to
any series and have  accepted  appointment  within 30 days after the  mailing of
such notice of removal,  the Trustee  being  removed  may, at the expense of the
Issuer,  petition any court of competent  jurisdiction  for the appointment of a
successor trustee.

          (d) Any  resignation  or removal of the  Trustee  with  respect to any
series and any  appointment  of a successor  trustee with respect to such series
pursuant to any of the  provisions  of this Section 5.8 shall  become  effective
upon  acceptance of appointment by the successor  trustee as provided in Section
5.9.

          SECTION 5.9.  Acceptance  of  Appointment  by Successor  Trustee.  Any
successor   trustee   appointed  as  provided  in  Section  5.8  shall  execute,
acknowledge and deliver to the Issuer and its predecessor  Trustee an instrument
accepting such appointment  hereunder,  and thereupon the resignation or removal
of the  predecessor  Trustee with respect to all or any applicable  series shall
become  effective and such successor  trustee,  without any further act, deed or
conveyance,  shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written  request of the Issuer or the  successor  trustee,  upon payment (or due
provision  therefor)  of any amounts  then due it pursuant to Section  5.5,  the
predecessor  Trustee  ceasing to act shall,  subject to Section 9.4, pay over to
the  successor  trustee  all moneys at the time held by it  hereunder  and shall
execute and deliver an instrument  transferring  to such  successor  trustee all
such rights, powers, duties and obligations.  Upon request of any such successor
trustee,  the Issuer shall execute any and all  instruments  in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien
upon all  property  or funds  held or  collected  by such  trustee to secure any
amounts then due it pursuant to the provisions of Section 5.5.

          If a successor  trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer,  the predecessor  Trustee and each
successor  trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture  supplemental  hereto which shall  contain such
provisions  as shall be deemed  necessary  or  desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities  of any series as to which the  predecessor  Trustee is not  retiring
shall  continue  to be vested in the  predecessor  Trustee,  and shall add to or
change any of the  provisions of this Indenture as shall be necessary to provide
for or facilitate the  administration  of the trusts  hereunder by more than one
trustee,  it  being  understood  that  nothing  herein  or in such  supplemental
indenture shall constitute such trustees  co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts  hereunder  separate and
apart from any trust or trusts hereunder administered by any other such trustee.


                                       41
<PAGE>

          No successor  trustee with respect to any series of  Securities  shall
accept  appointment  as provided in this  Section 5.9 unless at the time of such
acceptance  such  successor  trustee  shall,  with  respect to such  series,  be
qualified  under the provisions of the Trust  Indenture Act of 1939 and eligible
under the provisions of Section 5.7.

          Upon acceptance of appointment by any successor trustee as provided in
this  Section  5.9,  the Issuer  shall  mail  notice  thereof to the  Holders of
Securities of any series for which such  successor  trustee is acting as trustee
at their last  addresses  as they shall  appear in the  Register.  If the Issuer
fails to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the Issuer's expense.

          SECTION  5.10.  Merger,  Conversion,  Consolidation  or  Succession to
Business of  Trustee.  Any  corporation  into which the Trustee may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion  or  consolidation  to which the Trustee shall be a
party, or any corporation  succeeding to all or substantially  all the corporate
trust business of the Trustee,  shall be the successor of the Trustee hereunder,
provided,  that such corporation  shall be qualified under the provisions of the
Trust  Indenture Act of 1939 and eligible  under the  provisions of Section 5.7,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

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

          SECTION 5.11.  Reports by Trustee to  Securityholders.  Within 60 days
after  December 31 in each year,  beginning  with the December 31 following  the
date of this Indenture,  the Trustee shall mail to the  Securityholders  a brief
report dated as of such  reporting  date in  compliance  with ss.  313(a) of the
Trust  Indenture  Act of 1939 if such report is required by Section ss.  313(a).
The Trustee  also shall  comply with ss.  313(b) of the Trust  Indenture  Act of
1939.  The  Trustee  shall also  transmit by mail all reports as required by ss.
313(c) of the Trust  Indenture Act of 1939. The Issuer shall promptly notify the
Trustee  when  the  Securities  are  listed  on any  stock  exchange  and of any
delisting thereof.

                                       42
<PAGE>

                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

          SECTION 6.1. Action by Securityholders.  Whenever in this Indenture it
is provided that the Holders of a specified  percentage  in aggregate  principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice,  consent or waiver or
the  taking of any other  action)  the fact that at the time of taking  any such
action the  Holders of such  specified  percentage  have  joined  therein may be
evidenced (a) by any  instrument or any number of  instruments  of similar tenor
executed by such  Securityholders  in person or by agent or proxy  appointed  in
writing,  or (b) by the  record of such  Holders of  Securities  voting in favor
thereof  at any  meeting  of  such  Securityholders  duly  called  and  held  in
accordance with the provisions of this Article,  or (c) by a combination of such
instrument  or  instruments  and  any  such  record  of such a  meeting  of such
Securityholders; and, except as herein otherwise expressly provided, such action
shall become  effective when such  instrument or instruments  and/or such record
are  delivered to the Trustee.  Proof of  execution  of any  instrument  or of a
writing  appointing  any such agent or proxy shall be sufficient for any purpose
of this Indenture and (subject to the requirements of the Trust Indenture Act of
1939 and Section 5.1) conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Article.

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have taken any action (including
the  making of any demand or  request),  the  giving of any  notice,  consent or
waiver (or the taking of any other action)  hereunder and in determining  voting
rights  of any  Holder  of a  Security  hereunder  (i) the  principal  amount of
Original Issue Discount  Securities  that shall be deemed to be Outstanding  for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such  determination upon a declaration of acceleration
of the maturity  thereof pursuant to Section 4.1, (ii) in the case of Securities
which  provide that an amount other than the face amount  thereof will or may be
payable upon the maturity  thereof or upon a declaration of  acceleration of the
maturity  thereof,  the principal amount of such Securities that shall be deemed
to be  Outstanding  for such purposes  shall be the amount that would be due and
payable in respect of such Securities as of the date of such  determination upon
a declaration of acceleration of the maturity  thereof  pursuant to Section 4.1,
and (iii) the principal amount of any Security, the principal amount of which is
denominated in a currency  other than U.S.  dollars or in units of currencies or
in a composite  currency (the "Specified  Currency")  shall be deemed to be that
amount of U.S. dollars which could have been obtained by the face amount of such
Specified  Currency at the Market  Exchange  Rate.  For purposes of this Section
6.1,  "Market Exchange Rate" means,  unless otherwise  specified for a Specified
Currency with respect to any series of  Securities  pursuant to Section 2.6, the
noon  U.S.  dollar  buying  rate in New York  City for  cable  transfers  of the
Specified Currency published by the Federal Reserve Bank of New York;

          All decisions and  determinations  of the Trustee regarding the Market
Exchange  Rate or any  alternative  determination  provided for in the preceding
paragraph  shall be in its sole discretion and shall, in the absence of manifest
error,  be  conclusive  to the  extent  permitted  by law for all  purposes  and
irrevocably binding upon the Issuer and all Securityholders.

                                       43
<PAGE>

          If the Issuer  shall  solicit  from the  Securityholders  any  demand,
request,  notice,  consent, waiver or the taking of any other action (other than
in accordance with the  Securityholders  voting provisions set forth in Sections
6.6  through  6.14 of  this  Article),  the  Issuer  may,  at its  option,  by a
Resolution,  fix in  advance  a record  date for the  determination  of  Holders
entitled to give such demand, request, notice, consent or waiver or to take such
other action, but the Issuer shall have no obligation to do so. If such a record
date is fixed,  such  demand,  request,  notice,  consent,  waiver or such other
action  may  be  given   before  or  after  the  record   date,   but  only  the
Securityholders  of record at the close of  business on the record date shall be
deemed to be Holders for the  purposes  of  determining  whether  Holders of the
requisite  percentage of  Securities  Outstanding  have  authorized or agreed or
consented  to such demand,  request,  notice,  consent,  waiver or taking of any
other action, and for that purpose the Securities  Outstanding shall be computed
as of the record date; provided, that no such demand, request,  notice, consent,
waiver or taking of any other  action by the Holders on the record date shall be
deemed effective unless it shall become effective  pursuant to the provisions of
this Indenture not later than six months after the record date.

          SECTION 6.2.  Proof of Execution  by  Securityholders.  Subject to the
requirements of the Trust Indenture Act of 1939 and Sections 5.1 and 6.11, proof
of the  execution of any  instrument by a  Securityholder  or his agent or proxy
shall be  sufficient  if made in  accordance  with  such  reasonable  rules  and
regulations  as may be  prescribed  by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The ownership of Securities shall be proved by the
Register or by a certificate of the Person  designated by the Issuer to keep the
Register and to act as repository in accordance  with the  provisions of Section
2.12.

          The  record  of any  Securityholders'  meeting  shall be proved in the
manner provided in Section 6.12.

          SECTION 6.3. Holders to Be Treated as Owners.  The Issuer, the Trustee
and any agent of the  Issuer  or the  Trustee  may deem and treat the  Person in
whose name any Security  shall be  registered in the Register for such series as
the  absolute  owner of such  Security  (whether or not such  Security  shall be
overdue and  notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving  payment of or on account of the  principal of and,
subject to the provisions of this Indenture,  interest, if any, on such Security
and for all other purposes;  and none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee shall be affected by any notice to the  contrary.  All
such  payments so made to any such  Person,  or upon his order,  shall be valid,
and,  to the  extent  of the sum or sums  so  paid,  effectual  to  satisfy  and
discharge the liability for moneys payable upon any such Security.

          SECTION 6.4.  Securities  Owned by Issuer Deemed Not  Outstanding.  In
determining  whether the Holders of the requisite  aggregate principal amount of
Outstanding  Securities  of any or all  series  have  concurred  in any  demand,
request, notice, direction,  consent or waiver under this Indenture,  Securities
which  are  owned by the  Issuer or any other  obligor  on the  Securities  with
respect to which such  determination  is being made or by any Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Issuer or any other obligor on the  Securities  with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding  for the  purpose  of any such  determination,

                                       44
<PAGE>

except  that  for the  purpose  of  determining  whether  the  Trustee  shall be
protected in relying on any such demand, request, notice, direction,  consent or
waiver only Securities which a Responsible Officer of the Trustee actually knows
are so owned  shall be so  disregarded.  Securities  so owned  which  have  been
pledged  in good faith may be  regarded  as  Outstanding  for  purposes  of this
Section 6.4 if the pledgee  establishes to the satisfaction of the Trustee,  the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the  Issuer  or any  other  obligor  upon the  Securities  or any  Person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the  Securities.  In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the  Trustee,  the Issuer  shall  furnish to the Trustee  promptly an
Officers'  Certificate listing and identifying all Securities,  if any, known by
the  Issuer  to be  owned  or  held  by  or  for  the  account  of  any  of  the
above-described persons; and, subject to the requirements of the Trust Indenture
Act of 1939 and  Section  5.1,  the  Trustee  shall,  in the absence of manifest
error,  accept such Officers'  Certificate  as conclusive  evidence of the facts
therein  set forth and of the fact that all  Securities  not listed  therein are
Outstanding for the purpose of any such determination.

          SECTION 6.5. Right of Revocation of Action Taken. At any time prior to
(but not after) the  evidencing  to the Trustee,  as provided in Section 6.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series,  as the case may be, specified in
this  Indenture in  connection  with such  action,  any Holder of a Security the
serial number or other  distinguishing  symbol of which is shown by the evidence
to be included among the serial numbers or other  distinguishing  symbols of the
Securities  the  Holders of which have  consented  to such action may, by filing
written  notice at the  Corporate  Trust  Office  and upon  proof of  holding as
provided in this Article,  revoke such action so far as concerns such  Security.
Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive  and binding upon such Holder and upon all future  Holders and owners
of such  Security  and of any  Securities  issued in  exchange  or  substitution
therefor,  irrespective of whether or not any notation in regard thereto is made
upon any such  Security.  Any action taken by the Holders of the  percentage  in
aggregate  principal amount of the Securities of any or all series,  as the case
may be,  specified  in this  Indenture in  connection  with such action shall be
conclusively  binding  upon the  Issuer,  the Trustee and the Holders of all the
Securities affected by such action.

          SECTION 6.6. Securityholders' Meetings; Purposes. A meeting of Holders
of Securities of any series or all series,  as the case may be, may be called at
any time and from time to time  pursuant to the  provisions  of this Article Six
for any of the following purposes:

          (1) to give any notice to the Issuer or to the Trustee, or to give any
     directions  to the Trustee,  or to consent to the waiving of any default or
     Event of  Default  hereunder  and its  consequences,  or to take any  other
     action  authorized  to be taken by  Securityholders  pursuant to any of the
     provisions of Article Four;

          (2) to remove the Trustee and nominate a successor trustee pursuant to
     the provisions of Article Five;

                                       45
<PAGE>

          (3)  to  consent  to  the  execution  of an  indenture  or  indentures
     supplemental hereto pursuant to the provisions of Section 7.2; or

          (4) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified  aggregate  principal amount of the Securities
     of any series or all series,  as the case may be, under any other provision
     of this Indenture or under applicable law.

          SECTION 6.7. Call of Meetings by Trustee.  The Trustee may at any time
call a meeting of Holders of Securities of any series or all series, as the case
may be, to take any action specified in Section 6.6, to be held at such time and
at such place in the Borough of Manhattan,  The City of New York, as the Trustee
shall  determine.  Notice of every  meeting of the Holders of  Securities of any
series or all series,  as the case may be,  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 mailed to Holders of  Outstanding  Securities  of each series
affected at their  addresses  as they shall  appear in the Register as of a date
not more than 15 days prior to the mailing of such notice.  Such notice shall be
mailed  not less than 20 nor more than 90 days  prior to the date  fixed for the
meeting.

          Any meeting of the Holders of  Securities of any series or all series,
as the  case may be,  shall  be  valid  without  notice  if the  Holders  of all
Securities of any series then Outstanding are present in person or by proxy, or,
if notice is waived before or after the meeting by the Holders of all Securities
of any series outstanding,  and if the Issuer and the Trustee are either present
by duly authorized  representatives  or have, before or after the meeting waived
notice.

          SECTION 6.8. Call of Meetings by Issuer or Securityholders. In case at
any time the Issuer pursuant to a Resolution,  or the Holders of at least 10% in
aggregate  principal  amount of the  Securities  then  Outstanding of any or all
series,  as the case may be, shall have  requested the Trustee to call a meeting
of the Holders of Securities  of such series or all series,  as the case may be,
by written request setting forth in reasonable  detail the action proposed to be
taken at the meeting,  and the Trustee  shall not have mailed the notice of such
meeting  within 20 days after receipt of such  request,  then the Issuer or such
Securityholders,  in the amount  specified above, may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 6.6, by mailing notice thereof as provided
in Section 6.7.

          SECTION 6.9.  Qualifications for Voting. To be entitled to vote at any
meeting  of  Securityholders  a  Person  shall  (a) be a  Holder  of one or more
Securities  with  respect to which such meeting is being held or (b) be a Person
appointed by an  instrument  in writing as proxy by a Holder of one or more such
Securities.  The only Persons who shall be entitled to be present or to speak at
any meeting of  Securityholders  shall be the  Persons  entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Issuer and their respective counsel.

          SECTION 6.10. Quorum; Adjourned Meetings. The Persons entitled to vote
a majority in  aggregate  principal  amount of the  Securities  of the  relevant
series at the time

                                       46
<PAGE>

Outstanding  shall  constitute  a quorum  for the  transaction  of all  business
specified in Section 6.6. No business  shall be  transacted  in the absence of a
quorum (determined as provided in this Section 6.10). 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 the Holders of Securities  (as provided in
Section 6.8), be dissolved. In any other case the meeting shall be adjourned for
a period of not less than ten days as determined by the chairman of the meeting.
In the absence of a quorum at any such adjourned meeting, such adjourned meeting
shall be further  adjourned for a period of not less than ten days as determined
by the  chairman of the  meeting.  Notice of the  reconvening  of any  adjourned
meeting shall be given as provided in Section 6.7,  except that such notice must
be mailed  not less than five  days  prior to the date on which the  meeting  is
scheduled to be reconvened.

          Any Holder of a Security  who has  executed  in person or by proxy and
delivered to the Trustee an instrument in writing  complying with the provisions
of Section 6.2 shall be deemed to be present for the purposes of  determining  a
quorum and be deemed to have  voted;  provided,  that such  Holder of a Security
shall be  considered  as present  or voting  only with  respect  to the  matters
covered by such instrument in writing.

          SECTION 6.11.  Regulations.  Notwithstanding  any other  provisions of
this Indenture,  the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders,  in regard to proof of the holding
of  Securities  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 conduct of the meeting as it shall determine.

          The Trustee  shall,  by an instrument in writing,  appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by  Securityholders  as provided in Section  6.8, in which case the Issuer or
the  Securityholders  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 the vote of the  Holders  of a
majority of the principal  amount of the Outstanding  Securities  present at the
meeting.

          Subject to the  provisions  of Section 6.4, at any meeting each Holder
of Securities with respect to which such meeting is being held or proxy shall be
entitled to one vote for each  U.S.$1,000 (or if any Securities are  denominated
in a  currency  other  than  U.S.  dollars  or in  units of  currencies  or in a
composite  currency,  the equivalent of U.S.$1,000 in the  applicable  currency,
units of currencies or composite  currency  calculated using the market Exchange
Rate) principal amount (or in the case of Original Issue Discount Securities or,
in the case of  Securities  which  provide  that an amount  other  than the face
amount  thereof  will or may be  payable  upon the  maturity  thereof  or upon a
declaration of acceleration of the maturity thereof, such principal amount to be
determined  as provided in the  definition of  "Outstanding"  in Section 1.1) of
such  Securities  held or represented by him;  provided,  however,  that no vote
shall  be cast or  counted  at any  meeting  in  respect  of any  such  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 other than
by virtue of such  Securities held by him or instruments in writing as aforesaid
duly   designating   him  as  the  Person  to  vote  on  behalf  of  other  such
Securityholders.  Any meeting

                                       47
<PAGE>

of  Holders  of  Securities  with  respect  to which a meeting  was duly  called
pursuant to the  provisions of Section 6.7 or 6.8 may be adjourned  from time to
time by the Holders of a majority  of the  principal  amount of the  Outstanding
Securities present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.

          SECTION 6.12.  Voting.  The vote upon any resolution  submitted to any
meeting of Holders of  Securities  with  respect to which such  meeting is being
held shall be by written  ballots on which shall be subscribed the signatures of
such  Holders  of  Securities  or of  their  representatives  by  proxy  and the
principal  amount (in the case of Original Issue Discount  Securities or, in the
case of  Securities  which  provide  that an amount  other than the face  amount
thereof will or may be payable upon the maturity  thereof or upon a  declaration
of acceleration of the maturity thereof,  such principal amount to be determined
as provided in the  definition  of  "Outstanding"  in Section 1.1) and number or
numbers or other  distinguishing  symbol or symbols of such  Securities  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 in duplicate of the proceedings of each meeting of Securityholders  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
facts  setting  forth a copy of the notice of the meeting and showing  that said
notice  was  mailed as  provided  in  Section  6.7.  The  record  shall show the
principal  amount of the  Securities  (in the case of  Original  Issue  Discount
Securities or, in the case of Securities which provide that an amount other than
the face amount thereof will or may be payable upon the maturity thereof or upon
a declaration of acceleration of the maturity thereof,  such principal amount to
be determined as provided in the  definition  of  "Outstanding"  in Section 1.1)
voting in favor of or against  any  resolution.  The record  shall be signed and
verified by the  affidavits  of the  permanent  chairman  and  secretary  of the
meeting and one of the duplicates shall be delivered to the Issuer and the other
to the  Trustee to be  preserved  by the  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.

          SECTION 6.13.  No Delay of Rights by Meeting.  Nothing in this Article
Six shall be deemed or construed  to authorize or permit,  by reason of any call
of a meeting of  Securityholders of any or all series or any rights expressly or
impliedly  conferred  hereunder to make such call, any hindrance or delay in the
exercise of any right or rights  conferred upon or reserved to the Trustee or to
the  Securityholders  of any or all such series under any of the  provisions  of
this Indenture or of the Securities.

          SECTION  6.14.  Written  Consent  in  Lieu  of  Meeting.  The  written
authorization or consent by the Holders of the requisite percentage in aggregate
principal  amount  of  Outstanding  Securities  of one  or  more  series  herein
provided, entitled to vote at any such meeting, evidenced as provided in Section
6.1 and filed with the  Trustee,  shall be effective in lieu of a meeting of the
Holders of Securities of such series, with respect to any matter provided for in
this Article Six.

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<PAGE>

                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

          SECTION   7.1.    Supplemental    Indentures    Without   Consent   of
Securityholders. The Issuer when authorized by, or pursuant to a Resolution, and
the  Trustee  may from time to time and at any time enter into an  indenture  or
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust  Indenture Act of 1939 as in force at the date of the  execution  thereof)
for one or more of the following purposes:

          (a) to convey, transfer,  assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more series any property or assets;

          (b) to  evidence  the  succession  of another  entity to the Issuer or
     successive  successions,  and the assumption by the successor entity of the
     covenants,  agreements and  obligations  of the Issuer  pursuant to Article
     Eight;

          (c) to add to the  covenants  of the Issuer  such  further  covenants,
     restrictions,  conditions or provisions as the Issuer and the Trustee shall
     consider  to be for the  benefit of the  Holders  of one or more  series of
     Securities (and if such covenants,  restrictions,  conditions or provisions
     are to be for the  benefit of less than all series of  Securities,  stating
     that such covenants,  restrictions,  conditions or provisions are expressly
     being  included  solely for the benefit of such series) or to surrender any
     right or power herein conferred upon the Issuer;

          (d) to add  additional  Events of Default and to provide  with respect
     thereto for any  particular  periods of grace after  default  (which may be
     shorter or longer than that  allowed in the case of other  defaults) or for
     immediate  enforcement  upon  such  default  or for any  limitation  of the
     remedies available to the Trustee upon such default;

          (e) to provide for the issuance  under this Indenture of Securities in
     bearer form (including Securities registrable as to principal only) with or
     without  interest  coupons  and to  provide  for  exchangeability  of  such
     Securities  with the Securities of the same series or Tranche,  as the case
     may  be,  issued  hereunder  in  fully  registered  form  and to  make  all
     appropriate changes for such purpose;

          (f) to cure any  ambiguity or to correct or  supplement  any provision
     contained  herein,  in the Securities of any series or in any  supplemental
     indenture which may be defective or  inconsistent  with any other provision
     contained  herein  or  in  any  supplemental  indenture;  or to  change  or
     eliminate  any  provision  or to make such  other  provisions  in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Issuer may deem necessary or desirable and which shall not
     adversely affect the interests of the Holders of the Securities at the time
     Outstanding;

          (g) to  establish  the form or terms of  Securities  of any  series as
     permitted by Sections 2.1 and 2.6;


                                       49
<PAGE>

          (h)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one trustee, pursuant to the requirements
     of Section 5.9;

          (i) to add to or  change  any  provisions  of this  Indenture  to such
     extent as shall be  necessary  to  permit or  facilitate  the  issuance  of
     Securities convertible into other securities; or

          (j) to effectuate the provisions of Section 12.5(b).

          Upon the request of the Issuer,  accompanied  by copies of Resolutions
authorizing the execution of any such supplemental  indenture,  certified by the
secretary or assistant  secretary of the Issuer, the Trustee shall join with the
Issuer in the execution of any such supplemental  indenture, to make any further
appropriate  agreements and stipulations  which may be therein  contained and to
accept the conveyance,  transfer, assignment, mortgage or pledge of any property
thereunder,  but  the  Trustee  shall  not  be  obligated  to  (but  may  in its
discretion) enter into any such  supplemental  indenture which adversely affects
the  Trustee's  own  rights,  duties  or  immunities  under  this  Indenture  or
otherwise.

          Any  supplemental  indenture  authorized  by the  provisions  of  this
Section may be executed by the Issuer and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 7.2.

          SECTION 7.2. Supplemental  Indentures With Consent of Securityholders.
With the consent  (evidenced  as provided in Article  Six) of the Holders of not
less than a majority in  aggregate  principal  amount of the  Securities  of all
series  affected by such  supplemental  indenture  (all such series  voting as a
single  class)  at the time  Outstanding,  the  Issuer  when  authorized  by, or
pursuant  to a  Resolution,  and the Trustee  may,  from time to time and at any
time,  enter into an indenture or  indentures  supplemental  hereto (which shall
conform to the provisions of the Trust  Indenture Act of 1939 as in force at the
date of  execution  thereof)  for the  purpose  of adding any  provisions  to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any  supplemental  indenture  or of  modifying  in any  manner the rights and
obligations  of the Issuer or the rights of the Holders of the Securities of all
such series;  provided, that no such supplemental indenture shall (a) extend the
fixed  maturity of any Security,  or reduce the  principal  amount  thereof,  or
reduce the rate or extend the time of payment of interest thereon, or reduce any
amount  payable on  redemption  or reduce the Overdue  Rate  thereof or make the
principal thereof or interest thereon payable in any coin or currency other than
that  provided  in the  Security  or reduce  the amount of the  principal  of an
Original  Issue  Discount  Security (or a Security  that provides that an amount
other than the face amount  thereof will or may be payable upon a declaration of
acceleration  of the  maturity  thereof)  that would be due and payable  upon an
acceleration  of the  maturity  thereof  pursuant  to Section  4.1 or the amount
thereof  provable  in  bankruptcy  pursuant to Section  4.2,  or impair,  if the
Securities  provide  therefor,  any  right of  repayment  at the  option  of the
Securityholder,  or impair the right of any  holders of  Securities  of a series
entitled  to the  conversion  rights  set forth in  Article  Twelve  to  receive
securities upon the

                                       50
<PAGE>

exercise of such  conversion  rights,  without the consent of the Holder of each
Security so affected,  or (b) reduce the aforesaid  percentage of Securities the
consent of the Holders of which is required for any such supplemental indenture,
without the  consent of the  Holders of each  Security so affected or (c) modify
any of the  provisions of Article  Eleven in a manner  adverse to the Holders of
the Securities.

          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  Securityholders  of such series with respect to such covenant
or provision,  shall be deemed not to affect the rights under this  Indenture of
the  Securityholders  of any other  series.  The preceding  sentence  shall not,
however,  raise  any  inference  as to  whether  or not a  particular  series is
affected by any  supplemental  indenture not referred to in such sentence.

          Upon the request of the Issuer,  accompanied  by copies of Resolutions
authorizing the execution of any such  supplemental  indenture  certified by the
secretary  or assistant  secretary  of the Issuer,  and upon the filing with the
Trustee of evidence of the consent of  Securityholders  as  aforesaid  and other
documents,  if any,  required by Section  6.1,  the Trustee  shall join with the
Issuer in the execution of such supplemental  indenture unless such supplemental
indenture adversely affects the Trustee's own rights, duties or immunities under
this  Indenture or otherwise,  in which case the Trustee may in its  discretion,
but shall not be obligated to, enter into such supplemental indenture.

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

          Promptly  after the  execution  by the Issuer  and the  Trustee of any
supplemental  indenture  pursuant to the  provisions  of this  Section  7.2, the
Issuer shall mail a notice  thereof to the Holders of  Securities of each series
affected  thereby  at their  addresses  as they  shall  appear in the  Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such  notice,  or any defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
indenture.

          SECTION 7.3. Effect of Supplemental  Indenture.  Upon the execution of
any supplemental  indenture  pursuant to the provisions  hereof,  this Indenture
shall be and be deemed to be modified and amended in  accordance  therewith  and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series  affected  thereby  shall  thereafter be  determined,  exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and  conditions of this  Indenture for any and
all purposes.

          SECTION 7.4.  Certain  Documents to Be Given to Trustee.  The Trustee,
subject to the  requirements of the Trust Indenture Act of 1939 and Section 5.1,
may receive an Officers'


                                    51
<PAGE>

Certificate  and  an  Opinion  of  Counsel  as  conclusive   evidence  that  any
supplemental indenture executed pursuant to this Article Seven complies with the
requirements of this Article Seven.

          SECTION  7.5.  Notation  on  Securities.   Securities  of  any  series
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to the  provisions  of this  Article  Seven may bear a notation in form
approved by the Trustee  for such series as to any matter  provided  for by such
supplemental  indenture  or as to any action taken at any such  meeting.  If the
Issuer or the  Trustee  shall so  determine,  new  Securities  of any  series so
modified  as to conform,  in the  opinion of the Trustee and the Issuer,  to any
modification of this Indenture contained in any such supplemental  indenture may
be  prepared  and  executed  by the  Issuer,  authenticated  by the  Trustee and
delivered in exchange for the Securities of such series then Outstanding.


                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

          SECTION 8.1. Issuer May Consolidate,  etc., on Certain Terms.  Nothing
contained  in this  Indenture  or in any of the  Securities  shall  prevent  any
consolidation  or merger of the Issuer with or into any other entity or entities
(whether or not affiliated  with the Issuer),  or successive  consolidations  or
mergers in which the Issuer or its successor or  successors  shall be a party or
parties, or shall prevent any sale,  conveyance or lease of all or substantially
all the property of the Issuer,  to any other entity  (whether or not affiliated
with the Issuer) authorized to acquire and operate the same; provided,  however,
and the Issuer hereby  covenants and agrees,  that upon any such  consolidation,
merger,  sale,  conveyance  or lease,  (i) the due and  punctual  payment of the
principal of and interest, if any, 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 Issuer,  shall
be expressly  assumed,  by  supplemental  indenture  satisfactory in form to the
Trustee,  executed and delivered to the Trustee by the entity (if other than the
Issuer) formed by such  consolidation,  or into which the Issuer shall have been
merged,  or by the entity which shall have  acquired or leased such property and
(ii) the  Issuer  or such  successor  entity,  as the case  may be,  shall  not,
immediately  after such merger or  consolidation,  or such sale,  conveyance  or
lease, be in default in the performance of any such covenant or condition.

          SECTION 8.2.  Successor  Entity to Be Substituted.  (a) In case of any
consolidation,  merger, sale, conveyance or lease referred to in Section 8.l and
upon the assumption by the successor entity, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee,  of in the
case of  Section  8.1  the due and  punctual  payment  of the  principal  of and
interest,  if any, on all of the Securities and the due and punctual performance
of all of the covenants and  conditions of this Indenture to be performed by the
Issuer such successor  entity shall succeed to and be substituted for the Issuer
with the same  effect as if it had been  named  herein as the party of the first
part. In case of any such consolidation, merger, sale, conveyance or lease, such
changes  in  phraseology  and  form  (but not in  substance)  may be made in the
Securities thereafter to be issued.


                                       52
<PAGE>

          (b) In the case of a successor  entity to the Issuer,  such  successor
entity thereupon may cause to be signed, and may issue either in its own name or
in the name of Newmont Mining Corporation any or all of the Securities  issuable
hereunder  which  theretofore  shall not have  been  signed  by the  Issuer  and
delivered to the Trustee;  and, upon the order of such successor  entity instead
of the Issuer and subject to all the terms,  conditions and  limitations in this
Indenture  prescribed,  the Trustee  shall  authenticate  and shall  deliver any
Securities which previously shall have been signed and delivered by the officers
of the Issuer to the Trustee for  authentication,  and any Securities which such
successor  entity  thereafter  shall  cause to be signed  and  delivered  to the
Trustee for that  purpose.  All the  Securities  so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Securities
theretofore or thereafter  issued in accordance with the terms of this Indenture
as though all of such  Securities  had been issued at the date of the  execution
hereof. In the event of any such sale or conveyance, but not any such lease, the
Issuer or any successor  entity which shall  theretofore have become such in the
manner  described in this Article Eight shall be discharged from all obligations
and covenants  under this  Indenture and the Securities and may be dissolved and
liquidated.

          SECTION 8.3. Opinion of Counsel and Officers'  Certificate to Be Given
to Trustee. The Trustee,  subject to the requirements of the Trust Indenture Act
of 1939 and  Section  5.1,  may  receive an Opinion  of  Counsel  and  Officers'
Certificate as conclusive  evidence that any such consolidation,  merger,  sale,
conveyance or lease and any such assumption complies with the provisions of this
Article Eight.


                                  ARTICLE NINE

                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS

          SECTION 9.1.  Satisfaction and Discharge of Indenture.  If at any time
(a) the  Issuer  shall  have  paid or  caused  to be paid the  principal  of and
interest on all the Securities of any particular  series  Outstanding  hereunder
(other than Securities which have been mutilated,  defaced,  destroyed,  lost or
stolen and which have been  replaced or paid as  provided in Section  2.13 or in
lieu  of  or  in  substitution  for  which  other  Securities  shall  have  been
authenticated  and  delivered)  as and when the same shall  have  become due and
payable,  or (b) the Issuer shall have delivered to the Trustee for cancellation
all  Securities  of  such  series  theretofore  authenticated  (other  than  any
Securities of such series which shall have been mutilated,  defaced,  destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.13 or in lieu of or in substitution for which other Securities shall have been
authenticated  and delivered) and not theretofore  cancelled,  or (c)(i) all the
Securities of such series not theretofore  cancelled or delivered to the Trustee
for  cancellation  shall have become due and  payable,  or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be  deposited  with the Trustee as trust funds the entire  amount in cash (other
than  moneys  repaid  by the  Trustee  or any  paying  agent  to the  Issuer  in
accordance  with Section 9.4)  sufficient to pay at maturity or upon  redemption
all  Securities  of such  series not  theretofore  delivered  to the Trustee for
cancellation  (other than any  Securities  of

                                       53
<PAGE>


such series which shall have been mutilated,  defaced, destroyed, lost or stolen
which have been replaced or paid as provided in Section 2.13 or in lieu of or in
substitution  for which  other  Securities  shall  have been  authenticated  and
delivered),  including  principal and interest,  if any, due or to become due to
such date of maturity or the date fixed for redemption,  as the case may be, and
if, in any such case,  the  Issuer  shall also pay or cause to be paid all other
sums payable  hereunder by the Issuer with respect to Securities of such series,
then  this  Indenture  shall  cease to be of  further  effect  with  respect  to
Securities of such series (except as to (i) rights of  registration  of transfer
and exchange,  and the Issuer's right of optional redemption,  (ii) substitution
of mutilated,  defaced,  destroyed,  lost or stolen Securities,  (iii) rights of
Securityholders  to receive payments of principal thereof and interest,  if any,
thereon,  and  remaining  rights of the  Securityholders  to  receive  mandatory
sinking fund payments,  if any, (iv) the rights,  obligations  and immunities of
the Trustee hereunder, including its rights under Section 5.5, (v) the rights of
the  Securityholders of such series as beneficiaries  hereof with respect to the
property so  deposited  with the Trustee  payable to all or any of them and (vi)
any rights,  if any, of  Securityholders  to convert such  Securities),  and the
Trustee, on demand of the Issuer accompanied by an Officers'  Certificate and an
Opinion of Counsel  and at the cost and  expense of the  Issuer,  shall  execute
proper  instruments  acknowledging  such  satisfaction of and  discharging  this
Indenture with respect to such series.

          SECTION 9.2.  Application by Trustee of Funds Deposited for Payment of
Securities.  Subject  to Section  9.4,  all moneys  deposited  with the  Trustee
pursuant to Section 9.1 shall be held in trust and applied by it to the payment,
either directly or through any paying agent  (including the Issuer acting as its
own paying agent),  to the Holders of the  particular  Securities of such series
for the payment or redemption of which such moneys have been  deposited with the
Trustee,  of all sums due and to become due thereon for  principal and interest,
if any. All money  deposited with the Trustee  pursuant to Section 9.1 (and held
by it or any paying agent) for the payment of Securities  subsequently converted
into Common Stock shall be returned to the Issuer upon its written request.

          SECTION 9.3.  Repayment of Moneys Held by Paying Agent.  In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent, other than the Trustee,
under the provisions of this Indenture with respect to such series of Securities
shall,  upon  demand of the  Issuer,  be repaid  to the  Issuer,  or paid to the
Trustee,  and  thereupon  such paying  agent shall be released  from all further
liability with respect to such moneys.

          SECTION  9.4.  Return of  Moneys  Held by  Trustee  and  Paying  Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the  principal  of or  interest,  if any, on any
Security  of any series and not applied but  remaining  unclaimed  for two years
after the date upon which such principal or interest,  as the case may be, shall
have become due and payable,  shall,  upon the written request of the Issuer and
unless  otherwise  required by mandatory  provisions  of  applicable  escheat or
abandoned or unclaimed  property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of such Security of such series
shall,  unless otherwise required by mandatory  provisions of applicable escheat
or abandoned or unclaimed property laws,  thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect.

                                       54
<PAGE>

          SECTION  9.5.  Option to Effect  Defeasance  . The  Issuer  may at its
option  by or  pursuant  to a  Resolution,  at any  time,  with  respect  to the
Securities  of  any  series,  elect  to  have  Section  9.6  be  applied  to the
Outstanding  Securities of such series upon  compliance  with the conditions set
forth below.

          SECTION 9.6.  Defeasance and Discharge.  Upon the Issuer's exercise of
its option to utilize the  provisions  of this  Section 9.6 and upon  compliance
with Section 9.7,  the Issuer shall be deemed to have been  discharged  from its
obligations  with respect to the Outstanding  Securities of such series,  on the
date the conditions set forth below are satisfied  (hereinafter,  "defeasance").
For this purpose,  such defeasance means that the Issuer shall be deemed to have
paid and  discharged  the entire  indebtedness  represented  by the  Outstanding
Securities of such series and to have satisfied all its other  obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee,  at the expense of the Issuer,  shall  execute  proper  instruments
acknowledging  the same),  except for the  following  which shall  survive until
otherwise  terminated  or  discharged  hereunder:  (A) the  rights of Holders of
Outstanding  Securities  of such series to  receive,  solely from the trust fund
described in Section 9.8 and as more fully set forth in such  Section,  payments
in  respect  of the  principal  of and  interest  on such  Securities  when such
payments  are due,  (B) the  obligations  of the  Issuer  with  respect  to such
Securities under Sections 2.12, 2.13, 2.15, 3.2 and 3.3, (C) the rights, powers,
trusts,  duties,  and immunities of the Trustee under Sections 2.13, 2.14, 2.15,
4.3,  5.5 and  9.4,  and  otherwise  the  duty of the  Trustee  to  authenticate
Securities of such series issued on  registration  of transfer or exchange,  (D)
the  conversion  rights,  if any, of Holders of  Outstanding  Securities of such
series and the Issuer's obligations,  if any, with respect thereto under Article
Twelve, and (E) this Article Nine.

          SECTION 9.7.  Conditions to  Defeasance.  The  following  shall be the
conditions to application of Section 9.6 to the  Outstanding  Securities of such
series:

          (a) The  Issuer  shall  irrevocably  have  deposited  or  caused to be
     deposited with the Trustee (or another trustee  satisfying the requirements
     of  Section  5.7 who shall  agree to  comply  with the  provisions  of this
     Article Nine  applicable  to it) as trust funds in trust for the purpose of
     making the following  payments,  specifically  pledged as security for, and
     dedicated  solely to, the  benefit of the Holders of such  Securities,  (A)
     money in an amount,  or (B) U.S.  Government  Obligations which through the
     scheduled   payment  of  principal  and  interest  in  respect  thereof  in
     accordance with their terms will provide, not later than one day before the
     due date of any payment,  money in an amount, or (C) a combination thereof,
     sufficient,  in the opinion of a nationally  recognized firm of independent
     public accountants  expressed in a written  certification thereof delivered
     to the  Trustee,  to pay and  discharge,  and which shall be applied by the
     Trustee  (or  other  qualifying  trustee)  to pay  and  discharge,  (i) the
     principal  of and each  installment  of  principal  of and  interest on the
     Outstanding  Securities  of such  series  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 the Outstanding
     Securities  of such  series on the day on which such  payments  are due and
     payable  in  accordance  with  the  terms  of  this  Indenture  and of such
     Securities.   For  this  purpose,   "U.S.  Government   Obligations"  means
     securities that are (x) direct  obligations of the United States of America
     for the  payment  of which its


                                    55
<PAGE>

     full faith and credit is pledged or (y) obligations of a Person  controlled
     or supervised by and acting as an agency or  instrumentality  of the United
     States of America the payment of which is  unconditionally  guaranteed as a
     full faith and credit obligation by the United States of America, which, in
     either  case,  are not callable or  redeemable  at the option of the issuer
     thereof,  and shall also include a depository  receipt issued by a bank (as
     defined in Section 3(a)(2) of the Securities Act) as custodian with respect
     to any such U.S.  Government  Obligation or a specific payment of principal
     of or  interest  on any  such  U.S.  Government  Obligation  held  by  such
     custodian  for  the  account  of the  Holder  of such  depository  receipt,
     provided, that (except as required by law) such custodian is not authorized
     to make any  deduction  from  the  amount  payable  to the  Holder  of such
     depository  receipt from any amount received by the custodian in respect of
     the U.S.  Government  Obligation or the specific payment of principal of or
     interest on the U.S.  Government  Obligation  evidenced by such  depository
     receipt.

          (b) No Event of Default or event which with notice or lapse of time or
     both would  become an Event of Default with  respect to the  Securities  of
     such  series  shall have  occurred  and be  continuing  on the date of such
     deposit.

          (c) Such defeasance  shall not cause the Trustee for the Securities of
     such  series  to have a  conflicting  interest  for  purposes  of the Trust
     Indenture Act of 1939 with respect to any Securities of the Issuer.

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

          (e) Such defeasance shall not cause any Securities of such series then
     listed on any registered  national  securities  exchange under the Exchange
     Act, to be delisted.

          (f) The  Issuer  shall  have  delivered  to the  Trustee an Opinion of
     Counsel (who may be counsel to the Issuer)  stating that (x) the Issuer has
     received from, or there has been published by, the Internal Revenue Service
     a ruling,  or (y) since the date 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 the
     Outstanding  Securities of such series 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.

          (g) The  Issuer  shall have  delivered  to the  Trustee  an  Officers'
     Certificate  and an Opinion of Counsel,  each stating  that all  conditions
     precedent  provided for relating to the  defeasance  under Section 9.6 have
     been complied with.

          SECTION 9.8.  Deposited  Money and U.S.  Government  Obligations to Be
Held in Trust;  Other  Miscellaneous  Provisions.  Subject to the  provisions of
Section 9.4, all money and U.S. Government  Obligations  (including the proceeds
thereof)   deposited   with  the  Trustee  (or

                                    56
<PAGE>

other qualifying trustee -- collectively,  for purposes of this Section 9.8, the
"Trustee")  pursuant to Section 9.7 in respect of the Outstanding  Securities of
such series  shall be held in trust and applied by the  Trustee,  in  accordance
with the  provisions  of such  Securities  and  this  Indenture  (including  the
subordination provisions thereof and hereof), to the payment, either directly or
through any paying agent (including the F Issuer acting as its own paying agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal and  interest,  but such money
need not be segregated from other funds except to the extent required by law.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 9.8 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities of such series.

          Anything in this  Article Nine to the  contrary  notwithstanding,  the
Trustee  shall  deliver or pay to the Issuer from time to time upon the Issuer's
written request any money or U.S. Government  Obligations held by it as provided
in  Section  9.7  which,  in the  opinion  of a  nationally  recognized  firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  are in excess of the amount  thereof which would then
be required to be deposited to effect an equivalent defeasance.


                                   ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION 10.1. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable  before
their  maturity and to any sinking fund for the  retirement  of  Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  2.6 for
Securities of such series.

          SECTION 10.2. Notice of Redemption;  Selection of Securities.  In case
the Issuer  shall  desire to exercise any right to redeem all or any part of the
Securities of any series in accordance with their terms,  the Issuer shall fix a
date for  redemption  and shall notify the Trustee in writing,  at least 45 days
before such redemption date. The Issuer, or at the request and at the expense of
the Issuer,  the Trustee,  shall mail a notice of such  redemption,  at least 30
days and not more than 60 days  prior to the date fixed for  redemption,  to the
Holders of  Securities  of such  series so to be redeemed in whole or in part at
their last  addresses as they shall appear in the Register.  Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly  given,  whether or not the Holder  receives  the  notice.  Failure to give
notice by mail, or any defect in the notice,  to the Holder of any Security of a
series  designated  for  redemption  as a whole or in part  shall not affect the
validity of the  proceedings  for the  redemption of any other  Security of such
series.

          The notice of  redemption  to each such Holder shall specify the CUSIP
number of the Securities, if any, the date fixed for redemption,  the redemption
price,  the place or places of

                                       57
<PAGE>

payment,  if the Securities of such series are  convertible at the option of the
Holder into shares of Common Stock, the Conversion Price, the place or places of
conversion,  that Securities  called for redemption may be converted at any time
before the close of business on the third  Business  Day prior to the date fixed
for redemption,  or on such earlier date, if any,  specified pursuant to Section
2.6 for  Securities of such series,  and if not converted  prior to the close of
business on such date, the right of conversion will be lost and that Holders who
want to convert  Securities must satisfy the requirements set forth in the terms
thereof,  that  payment  will be made upon  presentation  and  surrender of such
Securities,  that any interest  accrued to the date fixed for redemption will be
paid as  specified  in such notice and that on and after said date any  interest
thereon or on the portions thereof to be redeemed will cease to accrue.  If less
than all of the  Outstanding  Securities  of a series  are to be  redeemed,  the
notice of  redemption  shall  specify  the number or  numbers or  distinguishing
symbol or symbols of the  Securities  to be redeemed.  In case any Security of a
series is to be redeemed in part only the notice of  redemption  shall state the
portion of the principal  amount  thereof to be redeemed and shall state that on
and after the date fixed for redemption,  upon surrender of such Security, a new
Security  or  Securities  of  such  series  in  principal  amount  equal  to the
unredeemed portion thereof will be issued.

          Prior to the  redemption  date  specified in the notice of  redemption
given as provided in this  Section,  the Issuer will deposit with the Trustee or
with one or more  paying  agents  (or, if the Issuer is acting as its own paying
agent,  segregate  and hold in trust as required by the Trust  Indenture  Act of
1939) an amount of money (in the  currency or units of  currencies  or composite
currency in which the Securities so called for redemption are  denominated or an
appropriate  equivalent thereof) sufficient to redeem on the redemption date all
the  Securities of such series or portions  thereof so called for  redemption at
the appropriate  redemption  price,  together with accrued  interest to the date
fixed for redemption.  If less than all the  Outstanding  Securities of a series
are to be redeemed (or less than the full  principal  amount of each Security in
such series is to be redeemed),  the Issuer will deliver to the Trustee at least
60 days  prior to the date  fixed  for  redemption  (or such  shorter  period if
acceptable  to the  Trustee) an  Officers'  Certificate  stating  the  aggregate
principal  amount of Securities to be redeemed and, if the Trustee is not acting
as the  repository  of the  Register  for such  series,  a  current  list of all
Outstanding Securities of such series.

          If less  than all the  Outstanding  Securities  of a series  are to be
redeemed,  the Trustee shall select, in such manner as it shall deem appropriate
and fair, Securities of such series to be redeemed in whole or in part; however,
if less than all the  Securities  of any  series  with  differing  issue  dates,
interest rates and stated maturities are to be redeemed,  the Issuer in its sole
discretion  shall  select the  particular  Securities  to be redeemed  and shall
notify the  Trustee in  writing  thereof at least 45 days prior to the  relevant
redemption  date.  Except as otherwise  specified for Securities of a particular
series  pursuant to Section 2.6,  Securities  may be redeemed in part in amounts
equal to the minimum  authorized  denomination  for Securities of such series or
any multiple thereof. The Trustee shall promptly notify the Issuer in writing of
the Securities of such series  selected for  redemption  and, in the case of any
Securities of such series selected for partial redemption,  the principal amount
thereof to be redeemed.

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


                                       58
<PAGE>

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 10.3.  Payment of Securities Called for Redemption.  If notice
of  redemption  has been given as provided in Section  10.2,  the  Securities or
portions of Securities  specified in such notice shall become due and payable on
the date and at the place or  places  stated  in such  notice at the  applicable
redemption  price,  together  with  interest  accrued  to  the  date  fixed  for
redemption,  and on and after said date (unless the Issuer shall  default in the
payment of such Securities or portions thereof at the redemption price, together
with interest  accrued to said date)  interest on the  Securities or portions of
Securities  so  called  for  redemption  shall  cease to accrue  and,  except as
provided in Sections 5.4 and 9.4, such Securities shall cease from and after the
date fixed for  redemption to be entitled to any benefit or security  under this
Indenture (including,  but not limited to, conversion rights pursuant to Article
Twelve  which shall cease at the close of  business  on the third  Business  Day
prior to the date fixed for redemption or on such earlier day, if any, specified
pursuant to Section 2.6 for such Securities), and the Holders of such Securities
shall have no right in respect  of such  Securities  except the right to receive
the  redemption  price  thereof  and  unpaid  interest  to the  date  fixed  for
redemption.  On  presentation  and  surrender of such  Securities  at a place of
payment  specified in said notice,  said  Securities or the  specified  portions
thereof  shall be paid and redeemed by the Issuer at the  applicable  redemption
price,  together with interest accrued thereon to the date fixed for redemption;
provided, that if the date fixed for redemption is an interest payment date, the
interest  due on that date shall be payable  to the  Holders of such  Securities
registered as such on the relevant record date according to their terms.

          If any  Security  called  for  redemption  shall  not be so paid  upon
surrender thereof for redemption, the principal thereof so to be redeemed shall,
until  paid or duly  provided  for,  bear  interest  from  the  date  fixed  for
redemption at the Overdue Rate applicable to such series.

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

          SECTION 10.4.  Exclusion of Certain  Securities  from  Eligibility for
Selection for  Redemption.  Securities  shall be excluded from  eligibility  for
selection for redemption if they are identified by registration  and certificate
number  or other  distinguishing  symbol  in a  written  statement  signed by an
authorized  officer of the Issuer and  delivered to the Trustee at least 10 days
prior to the date on which Securities are to be selected for redemption as being
owned of record and  beneficially by, and not pledged or hypothecated by, either
(a)  the  Issuer  or (b) an  entity  specifically  identified  in  such  written
statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.

          SECTION 10.5. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking  fund  payment  provided  for by the terms of  Securities  of any
series is herein  referred to as a  "mandatory  sinking fund  payment",  and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional  sinking


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<PAGE>

fund payment".  The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

          In lieu  of  making  all or any  part of any  mandatory  sinking  fund
payment with respect to any series of Securities in cash,  the Issuer may at its
option  (a)  deliver  to the  Trustee  Securities  of  such  series  theretofore
purchased  or  otherwise  acquired  (except  upon  redemption  pursuant  to  the
mandatory  sinking fund) by the Issuer or receive  credit for Securities of such
series (not previously so credited)  theretofore purchased or otherwise acquired
(except  as   aforesaid)  by  the  Issuer  and  delivered  to  the  Trustee  for
cancellation  pursuant to Section 2.14, (b) receive credit for optional  sinking
fund payments (not  previously so credited)  made pursuant to this Section,  (c)
receive credit for  Securities of such series (not  previously so credited) that
have been  surrendered to the Issuer for  conversion,  or (d) receive credit for
Securities of such series (not  previously  so credited)  redeemed by the Issuer
through any optional  redemption  provision contained in the terms of Securities
of such  series.  Securities  so  delivered  or  credited  shall be  received or
credited by the Trustee at the sinking fund  redemption  price specified in such
Securities,  and the amount of such  mandatory  sinking  fund  payment  shall be
reduced accordingly.

          On or before the sixtieth day next preceding each sinking fund payment
date for any series of  Securities,  the Issuer  will  deliver to the  Trustee a
certificate of the Issuer (which need not contain the statements required by the
Trust  Indenture  Act of 1939)  signed by an officer of the Issuer who is one of
the officers  authorized to sign an Officers'  Certificate  (a)  specifying  the
portion,  if any, of the  mandatory  sinking  fund  payment to be  satisfied  by
payment of cash and the portion, if any, to be satisfied by credit of Securities
of such series, (b) stating that none of such Securities has theretofore been so
credited,  (c) stating  that no Event of Default with respect to such series has
occurred  (which has not been waived or cured) and is continuing and (d) stating
whether or not the  Issuer  intends to  exercise  its right to make an  optional
sinking  fund payment  with  respect to such series and, if so,  specifying  the
amount of such optional  sinking fund payment which the Issuer intends to pay on
or before the next succeeding  sinking fund payment date. Any Securities of such
series to be credited  and  required to be delivered to the Trustee in order for
the  Issuer to be  entitled  to credit  therefor  as  aforesaid  which  have not
theretofore  been  delivered to the Trustee shall be delivered for  cancellation
pursuant to Section 2.14 to the Trustee with such certificate.  Such certificate
shall be irrevocable and upon its receipt by the Trustee the Issuer shall become
obligated to make all the cash payments or payments  therein referred to, if any
(which cash may be deposited  with the Trustee or with one or more paying agents
or, if the  Issuer is acting as its own  paying  agent,  segregated  and held in
trust as required  by the Trust  Indenture  Act of 1939),  on or before the next
succeeding  sinking fund payment date.  Failure of the Issuer,  on or before any
such sixtieth day, to deliver such certificate and Securities  specified in this
paragraph,  if any, shall not constitute a default but shall constitute,  on and
as of such date, the  irrevocable  election of the Issuer (i) that the mandatory
sinking  fund  payment for such series due on the next  succeeding  sinking fund
payment  date shall be paid  entirely  in cash  without the option to deliver or
credit  Securities  of such  series in respect  thereof and (ii) that the Issuer
will make no  optional  sinking  fund  payment  with  respect to such  series as
provided in this Section.

          If the  sinking  fund  payment or payments  (mandatory  or optional or
both) to be made in cash on the next  succeeding  sinking fund payment date plus
any unused  balance of any  preceding  sinking fund  payments made in cash shall
exceed  U.S.$100,000 or, if payments on


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<PAGE>

Securities of such series are to be made in a currency  other than Dollars or in
units or composites of two more currencies,  the equivalent  thereof (based upon
the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund
payment date or if the Market  Exchange Rate is not available for such date, the
immediately  preceding date for which the Market  Exchange Rate is available) in
the relevant currency or unit or composite  currency (or such other amount as is
specified for a particular  series of Securities  pursuant to Section 2.6), or a
lesser sum if the Issuer shall so request, with respect to the Securities of any
particular  series,  such cash shall be applied by the Trustee (or by the Issuer
if the Issuer is acting as its own paying  agent) on the  sinking  fund  payment
date on which such payment is made (or, if such payment is made before a sinking
fund payment date,  on the next sinking fund payment date  following the date of
such  payment)  to  the  redemption  of  such  Securities  at the  sinking  fund
redemption  price specified in such Securities for operation of the sinking fund
together with accrued  interest,  if any, to the date fixed for  redemption.  If
such amount shall be  U.S.$100,000  or, if payments on Securities of such series
are to be made in a currency other than Dollars or in units or composites of two
more currencies,  the equivalent thereof (based upon the Market Exchange Rate on
the sixtieth  day  preceding  the  relevant  sinking fund payment date or if the
Market Exchange Rate is not available for such date, the  immediately  preceding
date for which the Market  Exchange Rate is available) in the relevant  currency
or unit or composite  currency  (or such other  amount as is  specified  for the
particular series pursuant to Section 2.6), or less and the Issuer makes no such
request then it shall be carried over until a sum in excess of U.S.$100,000,  or
the equivalent  thereof in the relevant currency or unit or composite  currency,
is available.

          The Trustee shall select,  in the manner provided in Section 10.2, for
redemption  on such sinking fund payment  date,  Securities  of such series with
respect to which cash payment of the applicable  sinking fund  redemption  price
will be made and shall (if requested in writing by the Issuer) inform the Issuer
of the serial numbers or other distinguishing  symbols of the Securities of such
series (or portions  thereof) so selected.  If the Trustee  shall be required to
select  Securities  of any  series  for the  sinking  fund and is not  acting as
repository  of the  Register  for such  series,  at  least 60 days  prior to the
sinking fund payment date the Issuer shall furnish to the Trustee a current list
of all Outstanding Securities of such series. Securities of any series which are
(a)  owned by the  Issuer  or an  entity  actually  known by the  Trustee  to be
directly or indirectly  controlling or controlled by or under direct or indirect
common control with the Issuer,  as shown by the Register,  and not known to the
Trustee to have been pledged or hypothecated  by the Issuer,  or any such entity
or (b)  identified  in an  Officers'  Certificate  at least 60 days prior to the
sinking  fund payment  date as being  beneficially  owned by, and not pledged or
hypothecated  by, the Issuer or an entity directly or indirectly  controlling or
controlled by or under direct or indirect  common  control with the Issuer shall
be  excluded  from   Securities  of  such  series  eligible  for  selection  for
redemption.  The  Trustee,  in the name and at the expense of the Issuer (or the
Issuer,  if it shall so notify the  Trustee in writing)  shall  cause  notice of
redemption  of the  Securities of such series to be given in  substantially  the
manner provided in Section 10.2, except that the notice of redemption shall also
state that the  Securities  are being  redeemed by operation of the sinking fund
(and with the effect  provided in Section 10.3) for the redemption of Securities
of such series which, if applicable, is in part at the option of the Issuer.

          The amount of any sinking fund payments not so applied or allocated by
the Trustee  (or by the Issuer if the Issuer is acting as its own paying  agent)
to the  redemption  of

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<PAGE>

Securities  of such series  shall be added to the next cash sinking fund payment
received  by the  Trustee  (or if the Issuer is acting as its own paying  agent,
segregated and held in trust as required by the Trust Indenture Act of 1939) for
such  series and,  together  with such  payment (or such amount so  segregated),
shall be applied in accordance with the provisions of this Section 10.5. Any and
all  sinking  fund moneys held by the Trustee (or if the Issuer is acting as its
own  paying  agent,  segregated  and  held in  trust as  required  by the  Trust
Indenture  Act of 1939) on the stated  maturity  date of the  Securities  of any
particular series (or earlier,  if such maturity is accelerated),  which are not
held for the payment or redemption of particular Securities of such series shall
be applied by the  Trustee  (or by the Issuer if the Issuer is acting as its own
paying  agent),  together with other moneys,  if necessary,  sufficient  for the
purpose,  to the payment of the principal of, and interest on, the Securities of
such series at maturity.

          On or before each sinking fund payment  date,  the Issuer shall pay to
the  Trustee in cash (or if the  Issuer is acting as its own  paying  agent will
segregate  and hold in trust as required by the Trust  Indenture Act of 1939) or
shall  otherwise  provide  for the payment of all  interest  accrued to the date
fixed for redemption on Securities (or portions  thereof) to be redeemed on such
sinking fund payment date.

          Neither  the  Issuer  nor the  Trustee  shall  redeem  or  cause to be
redeemed any  Securities of a series with sinking fund moneys or mail any notice
of  redemption  of  Securities  for such series by operation of the sinking fund
during the  continuance  of a default in payment of  interest,  if any,  on such
Securities or of any Event of Default (other than an Event of Default  occurring
as a consequence  of this  paragraph,  with respect to such  Securities)  except
that,  where the  mailing  of  notice  of  redemption  of any  Securities  shall
theretofore  have been made,  the Trustee (or the Issuer if the Issuer is acting
as its own paying agent) shall redeem or cause to be redeemed  such  Securities,
provided  that it shall have  received from the Issuer (or the Issuer shall have
segregated) a sum  sufficient  for such  redemption.  Except as  aforesaid,  any
moneys in the sinking  fund for such series at the time when any such default or
Event of Default shall occur,  and any moneys  thereafter  paid into the sinking
fund,  shall,  during the  continuance  of such default or Event of Default,  be
deemed to have been collected under Article Four and held for the payment of all
such Securities.  Notwithstanding  anything in the foregoing to the contrary, in
case such  default or Event of Default  shall have been  waived as  provided  in
Section 4.9 or the default or Event of Default  cured on or before the  sixtieth
day  preceding  the sinking  fund  payment  date in any year,  such moneys shall
thereafter  be applied  on the next  succeeding  sinking  fund  payment  date in
accordance with this Section 10.5 to the redemption of such Securities.

          SECTION 10.6.  Conversion  Arrangement on Call for  Redemption.  If in
connection with any redemption of Securities of any series with respect to which
the  Holders  have the right to convert  such  Securities  into shares of Common
Stock, the Holders thereof do not elect to convert such  Securities,  the Issuer
may arrange for the purchase and  conversion of such  Securities by an agreement
with one or more investment  banking firms or other  purchasers to purchase such
Securities by paying to the Trustee in trust for the Holders, not later than the
close of  business  on the  third  Business  Day  prior to the  date  fixed  for
redemption,  an amount not less than the applicable  redemption price,  together
with  interest  accrued to the date fixed for  redemption,  of such  Securities.
Notwithstanding  anything to the  contrary  contained  in this  Article Ten, the
obligation  of the  Issuer  to pay the  redemption  price  of  such  Securities,
together with

                                       62
<PAGE>

interest  accrued  to the date  fixed  for  redemption,  shall be  deemed  to be
satisfied and discharged to the extent such amount is so paid by such purchasers
to the  Trustee in trust for the  Holders.  If such an  agreement  is made,  any
Securities not duly  surrendered  for conversion by the Holders  thereof may, at
the option of the Issuer,  be deemed, to the fullest extent permitted by law, to
have been  acquired by such  purchasers  from such Holders and  (notwithstanding
anything  to the  contrary  contained  in Article  Twelve)  surrendered  by such
purchasers for conversion,  all as of immediately prior to the close of business
on the third  Business  Day prior to the date fixed for  redemption,  subject to
payment by the purchasers as specified above. The Trustee shall hold and dispose
of any such amount paid to it in the same  manner as it would  moneys  deposited
with it by the Issuer for the  redemption of  Securities.  Without the Trustee's
prior written consent, no arrangement between the Issuer and such purchasers for
the purchase and conversion of any Securities shall increase or otherwise affect
any of the powers, duties, responsibilities or obligations of the Trustee as set
forth in this  Indenture,  and the Issuer  agrees to indemnify the Trustee from,
and hold it harmless  against,  any and all loss,  liability,  claim,  damage or
expense  arising  out of or in  connection  with  any such  arrangement  for the
purchase and conversion of any Securities between the Issuer and such purchasers
to which the  Trustee has not  consented  in  writing,  including  the costs and
expenses  incurred  by the  Trustee  and its counsel in the defense of any claim
(whether  asserted by the  Issuer,  a Holder or any other  Person) or  liability
arising out of or in connection  with the exercise or  performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

          SECTION  11.1.  Agreement  that  Securities   Subordinated  to  Extent
Provided.  The Issuer,  for itself,  its successors  and assigns,  covenants and
agrees,  and each  Holder of  Securities  likewise  covenants  and agrees by his
acceptance  thereof,  that the  obligation  to make any payment  pursuant to the
Securities  for the principal of (and premium,  if any) and interest on each and
all of the Securities is hereby expressly subordinated, to the extent and in the
manner  hereinafter set forth, to the prior payment in full of all Issuer Senior
Indebtedness.  All Securities  issued  hereunder  shall rank pari passu with all
other Securities issued hereunder.

          SECTION 11.2. Liquidation,  Dissolution,  Bankruptcy. Upon any payment
or distribution of the assets of the Issuer to creditors upon a total or partial
liquidation or a total or partial  dissolution of the Issuer or in a bankruptcy,
reorganization,  insolvency,  receivership or similar proceeding relating to the
Issuer or its respective properties:

          (i) holders of Issuer Senior Indebtedness shall be entitled to receive
     payment in full of all Issuer Senior  Indebtedness before the Holders shall
     be entitled to receive any payment of principal  of or interest  (including
     interest accruing  subsequent to the commencement of any proceeding for the
     bankruptcy or reorganization of the Issuer under any applicable bankruptcy,
     insolvency,  or similar law now or hereafter in effect) on or other amounts
     with respect to the Securities; and

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<PAGE>

          (ii) until the Issuer Senior Indebtedness is paid in full, any payment
     or  distribution  to which  Securityholders  would be entitled but for this
     Article Eleven shall be made to holders of Issuer Senior Indebtedness.

          SECTION 11.3. Default on Issuer Senior Indebtedness;  Subrogation. The
Issuer may not pay the  principal  of,  premium (if any) or interest  (including
interest  accruing  subsequent to the  commencement  of any  proceeding  for the
bankruptcy  or  reorganization  of the Issuer under any  applicable  bankruptcy,
insolvency  or similar law now or hereafter in effect) on or other  amounts with
respect  to the  Securities  or make any  deposit  pursuant  to  Section  9.6 or
repurchase,  redeem or otherwise retire any Securities  (collectively,  "pay the
Securities") if (i) any Issuer Senior  Indebtedness is not paid when due or (ii)
any other default on Issuer Senior  Indebtedness occurs and the maturity of such
Issuer Senior  Indebtedness  is accelerated in accordance with its terms unless,
in  either  case,  (x) the  default  has  been  cured  or  waived  and any  such
acceleration   has  been   rescinded  in  writing  or  (y)  such  Issuer  Senior
Indebtedness has been paid in full; provided,  however,  that the Issuer may pay
the  Securities  without  regard to the  foregoing if the Issuer and the Trustee
receive  written notice  approving such payment from the  Representative  of the
holders of Issuer Senior Indebtedness with respect to which either of the events
set  forth in  clause  (i) or (ii) of the  immediately  preceding  sentence  has
occurred and is continuing.  During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding  sentence) with respect
to any Issuer Senior Indebtedness  pursuant to which the maturity thereof may be
accelerated  immediately  without  further  notice (except such notice as may be
required to effect such  acceleration) or the expiration of any applicable grace
periods, the Issuer may not pay the Securities for a period (a "Payment Blockage
Period")  commencing  upon the  receipt by the Issuer and the Trustee of written
notice (a  "Blockage  Notice")  of such  default  from a  Representative  of the
holders of Issuer Senior Indebtedness specifying an election to effect a Payment
Blockage  Period and  ending 179 days  thereafter  (or  earlier if such  Payment
Blockage  Period is  terminated  (i) by written  notice to the  Trustee  and the
Issuer from the Representative  who gave such Blockage Notice,  (ii) because the
default giving rise to such Blockage Notice is no longer  continuing or (iii) by
repayment  in full of such  Issuer  Senior  Indebtedness).  Notwithstanding  the
provisions of the immediately  preceding sentence (but subject to the provisions
contained  in the first  sentence of this Section  11.3),  unless the holders of
such Issuer Senior  Indebtedness or a Representative  of such holders shall have
accelerated  the  maturity of such Issuer  Senior  Indebtedness,  the Issuer may
resume payments on the Securities after such Payment  Blockage Period.  Not more
than  one  Blockage  Notice  may be  given in any  consecutive  360-day  period,
irrespective   of  the  number  of  defaults   with  respect  to  Issuer  Senior
Indebtedness during such period.

          After  all  Issuer  Senior  Indebtedness  is  paid  in  full  and  all
commitments  in  respect  of the  Issuer  Senior  Indebtedness  have  expired or
terminated and until the Securities are paid in full,  Securityholders  shall be
subrogated  (without  any  duty on the  part of the  holders  of  Issuer  Senior
Indebtedness  to  warrant,   create,   effectuate,   preserve  or  protect  such
subrogation)  to the rights of holders of Issuer Senior  Indebtedness to receive
distributions  applicable to Issuer Senior  Indebtedness.  A  distribution  made
under  this  Article  Eleven to  holders  of Issuer  Senior  Indebtedness  which
otherwise would have been made to  Securityholders is not, as between the Issuer
and Securityholders, a payment by the Issuer of Issuer Senior Indebtedness.

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          SECTION  11.4.  Obligation  of  the  Issuer   Unconditional.   Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended  to or shall  impair as  between  the  Issuer  and the  Holders  of the
Securities,  the obligation of the Issuer,  which is absolute and unconditional,
to pay to the Holders of the Securities  the principal of (and premium,  if any)
and interest  (including interest accruing subsequent to the commencement of any
proceeding  for  the  bankruptcy  or  reorganization  of the  Issuer  under  any
applicable bankruptcy,  insolvency or similar law now or hereafter in effect) on
the  Securities  as and when the same shall become due and payable in accordance
with the terms of the Securities, or is intended to or shall affect the relative
rights of the Holders of the  Securities  and creditors of the Issuer other than
the holders of the Issuer  Senior  Indebtedness,  nor shall  anything  herein or
therein  prevent the Trustee or the Holder of any Securities from exercising all
remedies  otherwise   permitted  by  applicable  law  upon  default  under  this
Indenture,  subject to the rights,  if any, under this Article of the holders of
Issuer  Senior  Indebtedness  in respect of cash,  property or securities of the
Issuer received by the exercise of any such remedy.

          SECTION  11.5.   No  Fiduciary   Duty  to  Holders  of  Issuer  Senior
Indebtedness.  The Trustee shall not be deemed to owe any duty to the holders of
Issuer Senior Indebtedness,  except as provided in this Article and shall not be
liable to any such  holders if the Trustee  shall in good faith  mistakenly  pay
over or  distribute  to Holders of  Securities  or to the Issuer or to any other
person  cash,  property  or  securities  to which any  holders of Issuer  Senior
Indebtedness  shall be entitled  by virtue of this  Article or  otherwise.  With
respect to the holders of Issuer Senior Indebtedness,  the Trustee undertakes to
perform  or to  observe  only  such  of  its  covenants  or  obligations  as are
specifically  set fort in this Article and no implied  covenants or  obligations
with respect to holders of Issuer  Senior  Indebtedness  shall be read into this
Indenture against the Trustee.

          SECTION 11.6.  Notice to Trustee and Paying Agent of Facts Prohibiting
Payments.  Notwithstanding  any of the  provisions  of this Article or any other
provision of this Indenture to the contrary,  neither the Trustee nor any paying
agent shall at any time be charged with  knowledge of the existence of any facts
which would prohibit the making of any payment of moneys to or by the Trustee or
any paying  agent,  unless and until the Trustee or any paying  agent shall have
received an Officers' Certificate from the Issuer or from one or more holders of
Issuer Senior Indebtedness or from any trustee or other representative  therefor
who shall have been  certified  by the Issuer or  otherwise  established  to the
reasonable  satisfaction  of the Trustee or any paying agent to be such a holder
or trustee or other representative and, prior to the receipt of any such written
notice,  the Trustee or any paying agent,  subject to the  provisions of Section
5.1,  shall be  entitled in all  respects  to assume  that no such facts  exist;
provided  that, if prior to the fifth Business Day preceding the date upon which
by the terms hereof any such moneys may become  payable,  or in the event of the
execution of an instrument  pursuant to Section 9.1  acknowledging  satisfaction
and  discharge  of this  Indenture,  then if prior to the  second  Business  Day
preceding the date of such execution,  the Trustee or any paying agent shall not
have  received  with  respect to such  moneys the  notice  provided  for in this
Section,  then, anything herein contained to the contrary  notwithstanding,  the
Trustee or any paying  agent may,  in its  discretion,  receive  such moneys and
apply the same to the  purpose  for which they were  received,  and shall not be
affected by any notice to the contrary,  which may be received by it on or after
such date;  provided,

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however,  no such application shall affect the obligations under this Article of
the persons receiving such moneys from the Trustee or any paying agent.

          SECTION  11.7.  Application  by Trustee of  Moneys.  Anything  in this
Indenture to the contrary  notwithstanding,  any deposit of moneys by the Issuer
with the Trustee or any paying  agent  (whether or not in trust) for the payment
of the principal of (and premium,  if any) or interest on any Securities  shall,
except as provided in Section  11.6,  be subject to the  provisions  of Sections
11.1, 11.2 and 11.3.

          SECTION 11.8.  Subordination  Rights Not Impaired By Acts or Omissions
of Issuer or Holders of Issuer Senior  Indebtedness.  No right of any present or
future holders of any Issuer Senior  Indebtedness  to enforce  subordination  as
herein  provided  shall at any time in any way be  prejudiced or impaired by any
act or failure to act on the part of the Issuer or by any act or failure to act,
in good faith, by any such holder,  or by any  noncompliance  by the Issuer with
the  terms,  provisions  and  covenants  of this  Indenture,  regardless  of any
knowledge  thereof with which any such holder may have or be otherwise  charged.
The holders of Issuer Senior  Indebtedness  may at any time or from time to time
and in their absolute discretion,  change the manner, place or terms of payment,
change or extend  the time of  payment  of, or renew or alter,  any such  Issuer
Senior Indebtedness, or amend or supplement any instrument pursuant to which any
such Issuer  Senior  Indebtedness  is issued or by which it may be  secured,  or
release any security therefor,  or exercise or refrain from exercising any other
of their  rights  under  the  Issuer  Senior  Indebtedness,  including,  without
limitation,  the waiver of default  thereunder,  all without notice to or assent
from the holders of the  Securities  or the Trustee  and without  affecting  the
obligations, the Trustee or the Holders of the Securities under this Article.

          SECTION 11.9.  Authorization of Trustee to Effectuate Subordination of
Securities. Each Holder of a Security, by his acceptance thereof, authorizes and
expressly  directs  the  Trustee  on his  behalf to take  such  action as may be
necessary  or  appropriate  to  effectuate  the  subordination  provided in this
Article.

          SECTION 11.10.  Certain Issuances Deemed Payment. For purposes of this
Article Eleven only,  (a) the issuance and delivery of (1) junior  securities in
respect of any Security of any series or (2) Common Stock upon  conversion  of a
Security of any series in accordance  with Article Twelve shall not be deemed to
constitute a payment or  distribution on account of the principal of or premium,
if any, or interest,  if any, on such  Security or on account of the purchase or
other acquisition of such Security, and (b) the payment, issuance or delivery of
cash,  property or  securities  (other than junior  securities)  in respect of a
Security  of any  series  shall be deemed to  constitute  payment  on account of
principal of such Security.  For the purposes of this Section,  the term "junior
securities"  means (a) shares of any class of the Issuer and (b)  securities  of
the Issuer  which are  subordinated  in right of  payment  to all Issuer  Senior
Indebtedness  which may be  outstanding  at the time of  issuance or delivery of
such  securities  to  substantially  the same extent as, or to a greater  extent
than,  the Securities are so  subordinated  as provided in this Article  Eleven.
Nothing  contained in this Article  Eleven or elsewhere in this  Indenture or in
the  Securities  is  intended  to or shall  impair,  as among  the  Issuer,  the
creditors of either of them other than holders of Issuer Senior Indebtedness and
the Holders of the Securities,  the right,  which is

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<PAGE>

absolute  and  unconditional,  of the Holder of any  Security  to  convert  such
Security in accordance with Article Twelve.

          SECTION   11.11.   Reliance  on  Judicial   Order  or  Certificate  of
Liquidating  Agent.  Upon any  payment or  distribution  of assets of the Issuer
referred to in this Article  Eleven,  the Trustee,  subject to the provisions of
Section 5.1, and the Holders of the Securities shall be entitled to conclusively
rely upon any order or decree  entered by a court of competent  jurisdiction  in
which any proceedings of the nature referred to in Section 11.2 are pending,  or
a certificate of the administrator,  receiver,  liquidator,  custodian, trustee,
other  similar  officer of the Issuer or other  person  making  such  payment or
distribution,  delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining  the Persons  entitled to participate in such payment or
distribution,  the holders of Issuer Senior  Indebtedness and other indebtedness
of the Issuer, the amount thereof or payable thereon, the amount or amounts paid
or distributed  thereon and all other facts pertinent thereto or to this Article
Eleven.

          SECTION  11.12.  Rights  of  Trustee  as a  Holder  of  Issuer  Senior
Indebtedness;  Preservation of Trustee's  Rights.  The Trustee in its individual
capacity  shall be entitled to all the rights set forth in this  Article  Eleven
with respect to any Issuer Senior  Indebtedness which may at any time be held by
it, to the same extent as any other holder of Issuer  Senior  Indebtedness,  and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

          Nothing in this Article  shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.5.

                                 ARTICLE TWELVE

                            CONVERSION OF SECURITIES

          SECTION 12.1.  General.  If so provided in the terms of the Securities
of any series  established in accordance with Section 2.6, the principal  amount
of the  Securities  of such series  shall be  convertible  into shares of Common
Stock in  accordance  with this  Article  Twelve and the terms of such series of
Securities  if such terms differ from this Article  Twelve;  provided,  however,
that if any of the terms by which any such Security  shall be  convertible  into
Common Stock are set forth in a supplemental indenture entered into with respect
thereto  pursuant  to  Article  Seven  hereof,  the  terms of such  supplemental
indenture shall govern.

          SECTION 12.2.  Right to Convert.  Subject to and upon  compliance with
the  provisions of this Article,  the Holder of any Security that is convertible
into Common Stock shall have the right, at such Holder's option,  at any time on
or after  the  date of  original  issue  of such  Security  or such  other  date
specified in the  applicable  Resolution  delivered  pursuant to Section 2.6 and
prior to the close of business on the date set forth in such  Resolution  (or if
such Security is called for redemption,  then in respect of such Security to and
including but not after the close of business on the third Business Day prior to
the date fixed for redemption or on such earlier day, if any, specified pursuant
to Section 2.6 for such Security  unless the Issuer shall default in the payment
due on such date) to convert the  principal  amount of any such  Security of any
authorized  denomination  or, in the case of any  Security to be  converted of a
denomination  greater  than  the

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<PAGE>

minimum  denomination  for Securities of the applicable  series,  any portion of
such  principal  which is an  authorized  denomination  or an integral  multiple
thereof, into that number of fully paid and nonassessable shares of Common Stock
obtained by dividing the principal  amount of such  Security or portion  thereof
surrendered for conversion by the Conversion  Price therefor by surrender of the
Security  so to be  converted  in whole  or in part in the  manner  provided  in
Section 12.3. Such conversion shall be effected by the Issuer in accordance with
the  provisions of this Article and the terms of the  Securities,  if such terms
differ from this Article.

          SECTION 12.3. Manner of Exercise of Conversion Privilege;  Delivery of
Common  Stock;  No Adjustment  for Interest or  Dividends.  In order to effect a
conversion,  the holder of any  Security to be  converted,  in whole or in part,
shall  surrender such Security to the Trustee or conversion  agent at the office
or agency maintained by the Issuer for such purpose,  as provided in Section 3.2
and shall deliver written notice of conversion,  which shall be substantially in
the Form of Election to Convert as provided for in Section  2.17, to such office
or agency.  The notice shall be  accompanied  by payments in respect of transfer
taxes, if required pursuant to Section 12.6. Such notice,  once given,  shall be
irrevocable,  and may not be withdrawn. Each Security surrendered for conversion
shall,  unless the shares of Common Stock  deliverable  on conversion  are to be
issued in the same name as the  registration of such Security,  be duly endorsed
by or be accompanied by instruments  of transfer,  in form  satisfactory  to the
Issuer,  duly executed by the Holder or such Holder's duly authorized  attorney,
and by any  payment  required  pursuant  to this  Section  12.3.  As promptly as
practicable after the surrender of such Security and notice,  as aforesaid,  the
Issuer  shall  deliver or cause to be delivered at such office or agency to such
Holder, or on such Holder's written order, a certificate or certificates for the
number of full shares of Common Stock  deliverable  upon the  conversion of such
Security or portion  thereof in accordance  with the  provisions of this Article
and a check or cash in respect of any fractional  interest in respect of a share
of Common Stock  arising upon such  conversion  as provided in Section  12.4. In
case any Security of a denomination  greater than the minimum  denomination  for
Securities of the applicable series shall be surrendered for partial conversion,
the Issuer shall  execute and register and the Trustee  shall  authenticate  and
deliver  to or upon  the  written  order of the  Issuer  and the  Holder  of the
Security  so  surrendered,  without  charge to such  Holder,  a new  Security or
Securities  of the same  series  in  authorized  denominations  in an  aggregate
principal amount equal to the unconverted  portion of the surrendered  Security.
Each  conversion  shall be deemed to have been  effected as of the date on which
such Security shall have been  surrendered  (accompanied  by the funds,  if any,
required by the last paragraph of this Section) and such notice  received by the
Issuer,  as  aforesaid,  and the  person or  persons  in whose name or names any
certificate or certificates for shares of Common Stock shall be registrable upon
such  conversion  shall  become on said date the  holder of record of the shares
represented thereby, provided, however, that any such surrender on any date when
the stock  transfer  books of the Issuer  shall be closed shall  constitute  the
person in whose name the  certificates are to be registered as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion  shall be at the Conversion  Price in effect
on the date upon which such Security shall have been so surrendered.

          Any Security or portion thereof  surrendered for conversion during the
period from the close of business  on the record date for any  interest  payment
date to the opening of business on such interest payment date shall (unless such
Security  or  portion  thereof  being  converted  shall

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<PAGE>

have been called for redemption or submitted for repayment on a date during such
period) be accompanied by payment,  in legal tender or other funds acceptable to
the  Issuer,  of an  amount  equal to the  interest  otherwise  payable  on such
interest  payment  date  on the  principal  amount  being  converted;  provided,
however,  that no such  payment need be made if there shall exist at the time of
conversion  a default in the  payment of interest  on the  applicable  series of
Securities.  An amount equal to such payment shall be paid by the Issuer on such
interest  payment  date to the  Holder of such  Security  on such  record  date;
provided,  however,  that if the Issuer shall default in the payment of interest
on such interest  payment date, such amount shall be paid to the Person who made
such required payment.  Except as provided above in this Section,  no adjustment
shall be made for interest accrued on any Security converted or for dividends on
any shares  issued  upon the  conversion  of such  Security  as provided in this
Article.

          SECTION  12.4.  Cash  Payments  in  Lieu  of  Fractional   Shares.  No
fractional  shares  of  Common  Stock  shall be  delivered  upon  conversion  of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same  Holder,  the number of full shares of Common Stock which shall
be deliverable  upon conversion  shall be computed on the basis of the aggregate
principal amount of the Securities (or specified  portions thereof to the extent
permitted  hereby) so surrendered.  Instead of any fraction of a share of Common
Stock which would otherwise be deliverable  upon the conversion of any Security,
the Issuer shall pay to the Holder of such Security an amount in cash  (computed
to the nearest cent,  with one-half cent being rounded upward) equal to the same
fraction  of the closing  price  (determined  in the manner  provided in Section
12.5(a)(v))  of the  Common  Stock on the  Trading  Day (as  defined  in Section
12.5(a)(v)) next preceding the date of conversion.

          SECTION    12.5.    Conversion    Price    Adjustments;    Effect   of
Reclassification,   Mergers,   Consolidations  and  Sales  of  Assets.  (a)  The
Conversion Price shall be adjusted from time to time as follows:

          (i) In case the Issuer shall (x) pay a dividend or make a distribution
     on  the  Common  Stock  in  shares  of  Common  Stock,  (y)  subdivide  the
     outstanding Common Stock into a greater number of shares or (z) combine the
     outstanding  Common Stock into a smaller  number of shares,  the Conversion
     Price  shall be  adjusted  so that the  Holder of any  Security  thereafter
     surrendered  for  conversion  shall be  entitled  to receive  the number of
     shares of Common  Stock of the Issuer which such Holder would have owned or
     have been  entitled  to receive  after the  happening  of any of the events
     described above had such Security been converted  immediately  prior to the
     record date in the case of a dividend or the effective  date in the case of
     subdivision   or   combination.   An  adjustment   made  pursuant  to  this
     subparagraph (i) shall become effective  immediately  after the record date
     in the case of a dividend,  except as provided in subparagraph (vii) below,
     and shall become effective immediately after the effective date in the case
     of a subdivision or combination.

          (ii) In case the Issuer  shall issue rights or warrants to all holders
     of shares of Common Stock  entitling them (for a period  expiring within 45
     days after the record date  mentioned  below) to subscribe  for or purchase
     shares of Common  Stock at a price per share less than the  current  market
     price  per  share  of  Common  Stock  (as  defined  for  purposes  of  this
     subparagraph  (ii) in  subparagraph  (v) below),  the  Conversion  Price in

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<PAGE>

     effect after the record date for the determination of stockholders entitled
     to receive such rights or warrants shall be determined by  multiplying  the
     Conversion  Price in  effect  immediately  prior to such  record  date by a
     fraction,  the  numerator  of which shall be the number of shares of Common
     Stock  outstanding  on such record date plus the number of shares of Common
     Stock which the aggregate  offering  price of the total number of shares of
     Common Stock so offered would  purchase at such current  market price,  and
     the  denominator  of which  shall be the  number of shares of Common  Stock
     outstanding on the record date for issuance of such rights or warrants plus
     the number of additional shares of Common Stock receivable upon exercise of
     such  rights  or  warrants.  Such  adjustment  shall  be made  successively
     whenever any such rights or warrants are issued, and shall become effective
     immediately,  except as provided in  subparagraph  (vii) below,  after such
     record date.

          (iii) In case the Issuer  shall  distribute  to all  holders of Common
     Stock any shares of capital  stock of the Issuer  (other than Common Stock)
     or evidences of its  indebtedness  or assets  (excluding  cash dividends or
     distributions  paid from  retained  earnings  of the  Issuer  or  dividends
     payable in Common Stock) or rights or warrants to subscribe for or purchase
     any of its securities  (excluding  those rights or warrants  referred to in
     subparagraph  (ii) above) (any of the foregoing  being  hereinafter in this
     subparagraph  (iii)  called the  "Assets"),  then,  in each such case,  the
     Conversion  Price  shall be adjusted so that the same shall equal the price
     determined by multiplying the Conversion Price in effect  immediately prior
     to the record date for  determination  of stockholders  entitled to receive
     such distribution by a fraction the numerator of which shall be the current
     market price per share (as defined for purposes of this subparagraph  (iii)
     in  subparagraph  (v) below) of the Common  Stock at such  record  date for
     determination of stockholders  entitled to receive such  distribution  less
     the then fair market value (as determined by the Board of Directors,  whose
     determination  shall  be  conclusive)  of  the  portion  of the  Assets  so
     distributed applicable to one share of Common Stock, and the denominator of
     which  shall  be  the  current  market  price  per  share  (as  defined  in
     subparagraph  (v)  below) of the Common  Stock at such  record  date.  Such
     adjustment  shall  become  effective  immediately,  except as  provided  in
     subparagraph  (vii) below,  after the record date for the  determination of
     stockholders entitled to receive such distribution.

          (iv) If, pursuant to subparagraph  (ii) or (iii) above,  the number of
     shares of Common Stock into which a Security is convertible shall have been
     adjusted   because  the  Issuer  has   declared  a  dividend,   or  made  a
     distribution,  on the outstanding shares of Common Stock in the form of any
     right or warrant to purchase  securities  of the Issuer,  or the Issuer has
     issued any such right or warrant,  then,  upon the  expiration  of any such
     unexercised  right or  unexercised  warrant,  the  Conversion  Price  shall
     forthwith be adjusted to equal the Conversion Price that would have applied
     had such right or warrant never been declared,  distributed or issued.

          (v) For the purpose of any  computation  under  subparagraphs  (ii) or
     (iii) above, the current market price per share of Common Stock on any date
     shall be deemed to be the average of the daily closing prices of the Common
     Stock for the shorter of (i) 30 consecutive Trading Days ending on the last
     full  Trading  Day  on the  exchange  or  market

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<PAGE>

     specified  in  the  second   following   sentence  prior  to  the  Time  of
     Determination or (ii) the period commencing on the date next succeeding the
     first  public  announcement  of the  issuance of such rights or warrants or
     such  distribution  through such last full Trading Day prior to the Time of
     Determination. The term "Time of Determination" as used herein shall be the
     time and  date of the  earlier  of (x) the  determination  of  stockholders
     entitled  to receive  such  rights,  warrants or  distributions  or (y) the
     commencement of  "ex-dividend"  trading in the Common Stock on the exchange
     or market specified in the following  sentence.  The closing price for each
     day shall be the  reported  last sales  price,  regular way, or, in case no
     sale takes place on such day, the average of the  reported  closing bid and
     asked prices, regular way, in either case as reported on the New York Stock
     Exchange  Composite  Tape or, if the Common Stock is not listed or admitted
     to trading on the New York Stock  Exchange at such time,  on the  principal
     national  securities  exchange  on which  the  Common  Stock is  listed  or
     admitted  to  trading  or, if not  listed or  admitted  to  trading  on any
     national securities exchange,  on the Nasdaq National Market ("NNM") or, if
     the last sales price or closing bid and asked  prices for the Common  Stock
     on each such day shall not have been  reported  through NNM, the average of
     the bid and asked  prices for such date as  furnished by any New York Stock
     Exchange member firm regularly making a market in the Common Stock selected
     for such purpose by the Issuer or, if no such quotations are available, the
     fair market  value of the Common  Stock as  determined  by a New York Stock
     Exchange member firm regularly making a market in the Common Stock selected
     for such purpose by the Issuer. As used herein, the term "Trading Day" with
     respect to Common Stock means (x) if the Common Stock is listed or admitted
     for trading on the New York Stock Exchange or another  national  securities
     exchange, a day on which the New York Stock Exchange or such other national
     securities exchange, as the case may be, is open for business or (y) if the
     Common  Stock is quoted on NNM, a day on which trades may be made on NNM or
     (z)  otherwise,  any day other than a Saturday  or Sunday or a day on which
     banking  institutions  in the State of New York are authorized or obligated
     by law or executive order to close.

          (vi) No adjustment in the  Conversion  Price shall be required  unless
     such  adjustment  would  require an  increase or decrease of at least 1% in
     such price; provided, however, that any adjustments which by reason of this
     subparagraph  (vi) are not required to be made shall be carried forward and
     taken into account in any subsequent  adjustment.  All  calculations  under
     this  Section  12.5(a)  shall be made to the nearest cent or to the nearest
     .01 of a share, as the case may be, with one-half cent and .005 of a share,
     respectively, being rounded upward. Anything in this Section 12.5(a) to the
     contrary  notwithstanding,  the  Issuer  shall  be  entitled  to make  such
     reductions in the Conversion  Price,  in addition to those required by this
     Section 12.5(a), as it in its discretion shall determine to be advisable in
     order  that any stock  dividend,  subdivision  of shares,  distribution  of
     rights or warrants to purchase  stock or  securities,  or  distribution  of
     other assets (other than cash  dividends)  hereafter  made by the Issuer to
     its stockholders shall not be taxable.

          (vii) In any case in  which  this  Section  12.5(a)  provides  that an
     adjustment  shall become effective  immediately  after a record date for an
     event,  the Issuer may defer until the occurrence of such event (x) issuing
     to the Holder of any Security  converted  after such

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<PAGE>

     record date and before the occurrence of such event the  additional  shares
     of Common Stock  issuable upon such  conversion by reason of the adjustment
     required by such event over and above the Common Stock  issuable  upon such
     conversion  before giving effect to such  adjustment and (y) paying to such
     holder any amount of cash in lieu of any  fractional  share of Common Stock
     pursuant to Section 12.4.

          (viii) Whenever the Conversion  Price is adjusted as herein  provided,
     the Issuer  shall file with the Trustee an Officers'  Certificate,  setting
     forth the Conversion  Price after such adjustment and setting forth a brief
     statement of the facts requiring such adjustment,  which  certificate shall
     be conclusive  evidence of the  correctness of such  adjustment;  provided,
     however,  that the failure of the Issuer to file such Officers' Certificate
     shall not affect the  legality or validity of any  corporate  action by the
     Issuer.

          (ix)  Whenever the  Conversion  Price for any series of  Securities is
     adjusted as provided in this Section 12.5(a),  the Issuer shall cause to be
     mailed to each Holder of Securities  of such series at its then  registered
     address by first-class mail,  postage prepaid,  a notice of such adjustment
     of the Conversion  Price setting forth such adjusted  Conversion  Price and
     the effective date of such adjusted  Conversion Price;  provided,  however,
     that the  failure  of the Issuer to give such  notice  shall not affect the
     legality or validity of any corporate action by the Issuer.

          (b) (i) Notwithstanding any other provision herein to the contrary, if
     any of the  following  events  occur,  namely (x) any  reclassification  or
     change of  outstanding  shares of Common  Stock (other than a change in par
     value,  or from par  value  to no par  value,  or from no par  value to par
     value, or as a result of a subdivision or combination of the Common Stock),
     (y) any  consolidation,  merger or  combination  of the Issuer with or into
     another  entity  as a result of which  holders  of  Common  Stock  shall be
     entitled  to  receive  stock,   securities  or  other  property  or  assets
     (including  cash) with respect to or in exchange for such Common Stock,  or
     (z) any sale or conveyance of all or substantially all of the assets of the
     Issuer to any other  entity as a result of which  holders  of Common  Stock
     shall be entitled to receive stock,  securities or other property or assets
     (including cash) with respect to or in exchange for such Common Stock, then
     appropriate  provision shall be made by supplemental  indenture so that (A)
     the Holder of any  outstanding  Security  that is  convertible  into Common
     Stock  shall  have the right to  convert  such  Security  into the kind and
     amount of the shares of stock and  securities  or other  property or assets
     (including    cash)   that   would   have   been   receivable   upon   such
     reclassification,  change,  consolidation,  merger,  combination,  sale  or
     conveyance  by a holder of the  number of shares of Common  Stock  issuable
     upon   conversion   of   such   Security    immediately   prior   to   such
     reclassification,  change,  consolidation,  merger,  combination,  sale  or
     conveyance  and (B) the  number  of  shares  of any  such  other  stock  or
     securities into which such Security shall  thereafter be convertible  shall
     be  subject  to  adjustment  from time to time in a manner  and on terms as
     nearly equivalent as practicable to the terms of adjustment provided for in
     this Section,  and Sections 12.2,  12.3,  12.4,  12.6,  12.7, 12.8 and 12.9
     shall apply on like terms to any such other stock or securities.

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<PAGE>

          (ii) In case of any  reclassification  or change of the  Common  Stock
     (other than a subdivision or combination of its  outstanding  Common Stock,
     or a change in par value, or from par value to no par value, or from no par
     value to par value), or of any consolidation,  merger or combination of the
     Issuer with or into another corporation or of the sale or conveyance of all
     or substantially all of the assets of the Issuer, the Issuer shall cause to
     be filed with the  Trustee  and to be mailed to each  Holder of  Securities
     that  are  convertible  into  shares  of  Common  Stock  at  such  Holder's
     registered  address,  the  date on  which  such  reclassification,  change,
     consolidation,  merger,  combination,  sale or  conveyance  is  expected to
     become  effective,  and the date as of which it is expected that holders of
     Common  Stock shall be entitled to exchange  their  Common Stock for stock,
     securities  or  other  property  deliverable  upon  such  reclassification,
     change, consolidation, merger, combination, sale or conveyance.

          SECTION  12.6.   Taxes  on  Shares  Issued.   The  delivery  of  stock
certificates  upon conversion of Securities  shall be made without charge to the
Holder  converting a Security for any tax in respect of the issue  thereof.  The
Issuer  shall not,  however,  be required to pay any tax which may be payable in
respect of any transfer involved in the delivery of stock registered in any name
other than of the Holder of any Security converted,  and the Issuer shall not be
required  to deliver any such stock  certificate  unless and until the person or
persons requesting the delivery thereof shall have paid to the Issuer the amount
of such tax or shall have  established  to the  satisfaction  of the Issuer that
such tax has been paid.

          SECTION 12.7.  Shares to be Fully Paid;  Compliance with  Governmental
Requirements;  Listing of Common Stock.  The Issuer covenants that all shares of
Common Stock which may be delivered upon  conversion of Securities of any series
which are  convertible  into Common  Stock will upon  delivery be fully paid and
nonassessable  by the  Issuer and free from all taxes,  liens and  charges  with
respect to the issue thereof.

          The Issuer covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Securities  hereunder require registration with
or approval of any governmental  authority under any Federal or state law before
such shares may be validly  delivered upon  conversion,  the Issuer will in good
faith and as expeditiously as possible  endeavor to secure such  registration or
approval, as the case may be.

          The Issuer  further  covenants that it will, if permitted by the rules
of the New York Stock  Exchange,  or such other national stock exchange on which
the Common  Stock is listed or admitted to trading or if  permitted by the rules
of Nasdaq if the Common Stock is approved by it for listing or  quotation,  list
and keep  listed  for so long as the  Common  Stock  shall be so  listed on such
exchange  or  Nasdaq,  upon  official  notice  of  issuance,  all  Common  Stock
deliverable  upon  conversion of Securities of any series which are  convertible
into Common Stock.

          SECTION 12.8.  Responsibility of Trustee.  Neither the Trustee nor any
conversion  agent shall at any time be under any duty or  responsibility  to any
Holder of Securities to determine  whether any facts exist which may require any
adjustment  of the  Conversion  Price  applicable  to such  Securities,  or with
respect  to the  nature or  extent of any such  adjustment  when  made,  or with
respect  to the  method  employed,  or herein or in any  supplemental  indenture

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<PAGE>

provided to be employed,  in making the same,  or whether any such  supplemental
indenture  need be entered into.  Neither the Trustee nor any  conversion  agent
shall be  accountable  with  respect  to the  validity  or value (or the kind or
amount) of any shares of Common Stock,  or of any securities or property,  which
may at any time be delivered  upon the  conversion of any Security;  and neither
the  Trustee nor any  conversion  agent makes any  representation  with  respect
thereto.  Neither the Trustee nor any conversion  agent shall be responsible for
any  failure  of the  Issuer to  deliver  any  shares  of Common  Stock or stock
certificates  or other  securities or property or cash upon the surrender of any
Security  for the  purpose  of  conversion  or for any  failure of the Issuer to
comply with any of the covenants of the Issuer contained in this Article Twelve.

          SECTION 12.9. Covenant to Reserve Shares. The Issuer covenants that it
will at all times reserve and keep available,  free from pre-emptive rights, out
of its  authorized  but unissued  Common Stock,  such number of shares of Common
Stock as  shall  then be  deliverable  upon the  conversion  of all  Outstanding
Securities of any series of Securities which are convertible into Common Stock.

          SECTION 12.10. Other Conversions.  If so provided in a Resolution with
respect to the Securities of a series, the principal amount of the Securities of
such series may be convertible  into or exchangeable for other securities of the
Issuer (which other  securities may be issued under this Indenture or otherwise)
or convertible  into or exchangeable  for securities of another Person,  and the
issuance of such  securities  upon any such conversion or exchange shall be made
in accordance with the terms of such Resolution.


                                ARTICLE THIRTEEN

                             [Intentionally Omitted]


                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

          SECTION 14.1. Incorporators,  Stockholders,  Officers and Directors of
Issuer  Exempt  from  Individual  Liability.  No  recourse  under  or  upon  any
obligation,  covenant  or  agreement  contained  in  this  Indenture,  or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator,  as such or against any past,  present or future  stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or  through  the  Issuer or any  successor,  under any rule of law,  statute  or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise,  all such liability being expressly waived
and released by the acceptance of the  Securities by the Holders  thereof and as
part of the consideration for the issue of the Securities.

          SECTION 14.2.  Provisions of Indenture for the Sole Benefit of Parties
and  Securityholders.  Except as  provided  in Article  Eleven,  nothing in this
Indenture or in the Securities, expressed or implied, shall give or be construed
to give to any Person,  other than the

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<PAGE>

parties  hereto  and  their  successors  and  assigns  and  the  Holders  of the
Securities,  any legal or equitable right,  remedy or claim under this Indenture
or under  any  covenant,  condition  or  provision  herein  contained,  all such
covenants and  provisions  being for the sole benefit of the parties  hereto and
their successors and of the Holders of the Securities.

          SECTION 14.3. Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by the Issuer shall bind each of their successors and assigns, whether or not so
expressed.

          SECTION   14.4.   Notices   and   Demands  on  Issuer,   Trustee   and
Securityholders.  Any notice or demand which by any provision of this  Indenture
is required or  permitted to be given or served by the Trustee or by the Holders
of  Securities  to or on the  Issuer  may be given or served by being  deposited
postage  prepaid,  first-class  mail,  in a post  office  letter box  (except as
otherwise  specifically provided herein) addressed (until another address of the
Issuer is furnished by the Issuer to the Trustee) to Newmont Mining Corporation,
1700 Lincoln Street, Denver, Colorado 80203, Attention:  Treasurer.  Any notice,
direction,  request or demand by the Issuer or any Securityholder to or upon the
Trustee  shall be  deemed  to have  been  sufficiently  given  or made,  for all
purposes,  if given or made in  writing  and  received  at its  Corporate  Trust
Office.

          Where this  Indenture  provides  for notice to  Securityholders,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid,  to each Securityholder
entitled thereto, at his last address as it appears in the Register. In any case
where notice to  Securityholders  is given by mail,  neither the failure to mail
such  notice,  nor  any  defect  in any  notice  so  mailed,  to any  particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders.  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  Securityholders  shall be filed  with the
Trustee,  but such filing shall not be a condition  precedent to the validity of
any action taken in reliance upon such waiver.  Notwithstanding  anything to the
contrary  elsewhere in this Indenture as to the giving of notice, any other form
of written notice is sufficient, if received.

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

          SECTION  14.5.   Officers'   Certificates  and  Opinions  of  Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall  furnish to the Trustee an Officers'  Certificate  stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed  action have been complied with and an Opinion of Counsel  stating that
in the opinion of such counsel all such conditions  precedent have been complied
with,  except that in the case of any such application or demand as to which the
furnishing of such documents

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<PAGE>

is  specifically  required by any provision of this  Indenture  relating to such
particular  application or demand, no additional  certificate or opinion need be
furnished.

          Each  certificate  or  opinion  provided  for in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (a) a statement  that the Person
making such  certificate  or opinion has read such covenant or condition,  (b) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statements or opinions  contained in such  certificate or opinion
are based, (c) a statement that, in the opinion of such Person, he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with and (d) a statement  as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

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

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

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

          SECTION 14.6. Official Acts by Successor Entity. Any act or proceeding
by any  provision  of  this  Indenture  authorized  or  required  to be  done or
performed  by any board,  committee or officer of the Issuer and may be done and
performed with like force and effect by the like board,  committee or officer of
any entity that shall at the time be the lawful sole successor of the Issuer.

          SECTION 14.7.  Payments Due on Saturdays,  Sundays and Legal Holidays.
Except as may be provided  pursuant to Section 2.6 with respect to any series of
Tranche,  if the date of maturity of interest on or principal of the  Securities
of any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of such interest, if any, or principal
need not be made on such date, but may be made on the next  succeeding  Business
Day with the same  force and  effect as if made on the date of  maturity  or the

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<PAGE>

date fixed for  redemption  or repayment,  and no interest  shall accrue for the
period from and after such date.

          SECTION  14.8.  NEW  YORK  LAW TO  GOVERN.  THIS  INDENTURE,  AND EACH
SECURITY  SHALL BE  DEEMED TO BE A  CONTRACT  UNDER THE LAWS OF THE STATE OF NEW
YORK,  WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES  THEREOF,  AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

          SECTION  14.9.  Counterparts.  This  Indenture  may be executed in any
number  of  counterparts,   each  of  which  shall  be  an  original;  but  such
counterparts shall together constitute but one and the same instrument.

          SECTION 14.10.  Effect of Headings.  The Article and Section  headings
herein and the Table of Contents are for  convenience of reference only, are not
to be considered a part hereof and shall not affect the construction hereof.

          SECTION  14.11.  Conflict with Trust  Indenture  Act. If any provision
hereof limits,  qualifies or conflicts  with a provision of the Trust  Indenture
Act of 1939 that is  required  under  such Act to be a part of and  govern  this
Indenture,  the  latter  provisions  shall  control.  If any  provision  of this
Indenture  modifies or excludes any provision of the Trust Indenture Act of 1939
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.




                                       77
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of __________, _____.


                                               NEWMONT MINING CORPORATION


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



                                               CITIBANK, N.A.,
                                                 as Trustee


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




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