NEWMONT MINING CORPORATION, as Issuer


                        NEWMONT USA LIMITED, as Guarantor


                                       AND


                           CITIBANK, N.A., as Trustee


                                    INDENTURE


                            Dated as of ______, ____


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



                     GUARANTEED SUBORDINATED DEBT SECURITIES


<PAGE>








                      NEWMONT MINING CORPORATION, as Issuer

                        NEWMONT USA LIMITED, as Guarantor

                                       AND

                           CITIBANK, N.A., as 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>

<S>         <C>                                       <C>            <C>
Section        Subject                                     Section      Section
-------        -------                                     -------      -------

310(b)         Disqualification of Trustee for             315(c)       Duties of Trustee in case of default
               conflicting interest

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 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>

                                TABLE OF CONTENTS

                                                                                                   Page
<S>                   <C>
ARTICLE ONE       DEFINITIONS........................................................................1

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

ARTICLE TWO       SECURITIES.........................................................................8

   SECTION 2.1    Forms Generally....................................................................8
   SECTION 2.2    Form of Face of Security...........................................................8
   SECTION 2.3    Form of Reverse of Security.......................................................10
   SECTION 2.4    Form of Notation on Security Relating to Guaranty.................................15
   SECTION 2.5    Form of Trustee's Certificate of Authentication...................................17
   SECTION 2.6    Amount Unlimited; Issuable in Series..............................................17
   SECTION 2.7    Authentication and Delivery of Securities.........................................19
   SECTION 2.8    Execution of Securities...........................................................21
   SECTION 2.9    Certificate of Authentication.....................................................21
   SECTION 2.10   Execution and Delivery of Guaranty................................................21
   SECTION 2.11   Denomination and Date of Securities; Payments of Interest.........................22
   SECTION 2.12   Registration, Transfer and Exchange...............................................23
   SECTION 2.13   Mutilated, Defaced, Destroyed, Lost and Stolen Securities.........................25
   SECTION 2.14   Cancellation of Securities Paid, etc..............................................26
   SECTION 2.15   Temporary Securities..............................................................26
   SECTION 2.16   CUSIP Numbers.....................................................................27
   SECTION 2.17   Form of Election to Convert.......................................................27

ARTICLE THREE     COVENANTS OF THE ISSUER AND THE GUARANTOR.........................................28

   SECTION 3.1    Payment of Principal and Interest.................................................28
   SECTION 3.2    Offices for Payments, etc.........................................................28
   SECTION 3.3    Paying Agents.....................................................................29
   SECTION 3.4    Notice of Default.................................................................30
   SECTION 3.5    Calculation of Original Issue Discount............................................30
   SECTION 3.6    Reports...........................................................................30
   SECTION 3.7    Compliance Certificates...........................................................30

ARTICLE FOUR      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT...................31

   SECTION 4.1    Events of Default.................................................................31
   SECTION 4.2    Payment of Securities on Default; Suit Therefor...................................33
   SECTION 4.3    Application of Monies Collected by Trustee........................................35
   SECTION 4.4    Proceedings by Trustee............................................................36
   SECTION 4.5    Restoration of Rights on Abandonment of Proceedings...............................36
   SECTION 4.6    Proceedings by Securityholders....................................................37
   SECTION 4.7    Remedies Cumulative and Continuing................................................37



<PAGE>

                                                                                                   Page

   SECTION 4.8    Control by Securityholders........................................................37
   SECTION 4.9    Waiver of Past Defaults...........................................................38

ARTICLE FIVE      CONCERNING THE TRUSTEE............................................................38

   SECTION 5.1    Reliance on Documents, Opinions, etc.; No Requirement
                  for Expenditure of Own Funds......................................................38
   SECTION 5.2    No Responsibility for Recitals, etc...............................................40
   SECTION 5.3    Trustee and Agents May Hold Securities............................................40
   SECTION 5.4    Monies to Be Held in Trust........................................................41
   SECTION 5.5    Compensation, Indemnification and Expenses of Trustee.............................41
   SECTION 5.6    Right of Trustee to Rely on Officers' Certificate, etc............................42
   SECTION 5.7    Eligibility of Trustee............................................................42
   SECTION 5.8    Resignation or Removal of Trustee; Appointment of Successor Trustee...............42
   SECTION 5.9    Acceptance of Appointment by Successor Trustee....................................43
   SECTION 5.10   Merger, Conversion, Consolidation or Succession to Business of Trustee............44
   SECTION 5.11   Reports by Trustee to Securityholders.............................................45

ARTICLE SIX       CONCERNING THE SECURITYHOLDERS....................................................45

   SECTION 6.1    Action by Securityholders.........................................................45
   SECTION 6.2    Proof of Execution by Securityholders.............................................46
   SECTION 6.3    Holders to Be Treated as Owners...................................................46
   SECTION 6.4    Securities Owned by Issuer Deemed Not Outstanding.................................47
   SECTION 6.5    Right of Revocation of Action Taken...............................................47
   SECTION 6.6    Securityholders' Meetings; Purposes...............................................48
   SECTION 6.7    Call of Meetings by Trustee.......................................................48
   SECTION 6.8    Call of Meetings by Issuer or Securityholders.....................................48
   SECTION 6.9    Qualifications for Voting.........................................................49
   SECTION 6.10   Quorum; Adjourned Meetings........................................................49
   SECTION 6.11   Regulations.......................................................................49
   SECTION 6.12   Voting............................................................................50
   SECTION 6.13   No Delay of Rights by Meeting.....................................................51
   SECTION 6.14   Written Consent in Lieu of Meeting................................................51

ARTICLE SEVEN     SUPPLEMENTAL INDENTURES...........................................................51

   SECTION 7.1    Supplemental Indentures Without Consent of Securityholders........................51
   SECTION 7.2    Supplemental Indentures With Consent of Securityholders...........................52
   SECTION 7.3    Effect of Supplemental Indenture..................................................54
   SECTION 7.4    Certain Documents to Be Given to Trustee..........................................54
   SECTION 7.5    Notation on Securities............................................................54

ARTICLE EIGHT     CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.................................54

   SECTION 8.1    Issuer and Guarantor May Consolidate, etc., on Certain Terms......................54


                                      -ii-

<PAGE>

                                                                                                   Page

   SECTION 8.2    Successor Entity to Be Substituted................................................55
   SECTION 8.3    Opinion of Counsel and Officers' Certificate to Be Given to Trustee...............56

ARTICLE NINE      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES.........................56

   SECTION 9.1    Satisfaction and Discharge of Indenture...........................................56
   SECTION 9.2    Application by Trustee of Funds Deposited for Payment of Securities...............57
   SECTION 9.3    Repayment of Monies Held by Paying Agent..........................................57
   SECTION 9.4    Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years.........57
   SECTION 9.5    Option to Effect Defeasance ......................................................58
   SECTION 9.6    Defeasance and Discharge..........................................................58
   SECTION 9.7    Conditions to Defeasance..........................................................58
   SECTION 9.8    Deposited Money and U.S. Government Obligations to Be Held
                  in Trust; Other Miscellaneous Provisions..........................................60

ARTICLE TEN       REDEMPTION OF SECURITIES AND SINKING FUNDS........................................60

   SECTION 10.1   Applicability of Article..........................................................60
   SECTION 10.2   Notice of Redemption; Selection of Securities.....................................60
   SECTION 10.3   Payment of Securities Called for Redemption.......................................62
   SECTION 10.4   Exclusion of Certain Securities from Eligibility for Selection for Redemption.....63
   SECTION 10.5   Mandatory and Optional Sinking Funds..............................................63
   SECTION 10.6   Conversion Arrangement on Call for Redemption.....................................66

ARTICLE ELEVEN    SUBORDINATION OF SECURITIES.......................................................66

   SECTION 11.1   Agreement that Securities Subordinated to Extent Provided.........................66
   SECTION 11.2   Liquidation, Dissolution, Bankruptcy..............................................67
   SECTION 11.3   Default on Issuer Senior Indebtedness; Subrogation................................67
   SECTION 11.4   Obligation of the Issuer Unconditional............................................68
   SECTION 11.5   No Fiduciary Duty to Holders of Issuer Senior Indebtedness........................68
   SECTION 11.6   Notice to Trustee and Paying Agent of Facts Prohibiting Payments..................68
   SECTION 11.7   Application by Trustee of Monies..................................................69
   SECTION 11.8   Subordination Rights Not Impaired By Acts or Omissions of
                  Issuer or Holders of Issuer Senior Indebtedness...................................69
   SECTION 11.9   Authorization of Trustee to Effectuate Subordination of Securities................69
   SECTION 11.10  Certain Issuances Deemed Payment..................................................69
   SECTION 11.11  Reliance on Judicial Order or Certificate of Liquidating Agent....................70
   SECTION 11.12  Rights of Trustee as a Holder of Issuer Senior Indebtedness;
                  Preservation of Trustee's Rights..................................................70

                                     -iii-

<PAGE>

                                                                                                   Page

ARTICLE TWELVE    CONVERSION OF SECURITIES..........................................................70

   SECTION 12.1   General...........................................................................70
   SECTION 12.2   Right to Convert..................................................................70
   SECTION 12.3   Manner of Exercise of Conversion Privilege; Delivery
                  of Common Stock; No Adjustment for
                  Interest or Dividends.............................................................71
   SECTION 12.4   Cash Payments in Lieu of Fractional Shares........................................72
   SECTION 12.5   Conversion Price Adjustments; Effect of Reclassification,
                  Mergers, Consolidations and Sales of Assets.......................................72
   SECTION 12.6   Taxes on Shares Issued............................................................76
   SECTION 12.7   Shares to be Fully Paid; Compliance with
                  Governmental Requirements; Listing of Common Stock................................76
   SECTION 12.8   Responsibility of Trustee.........................................................77
   SECTION 12.9   Covenant to Reserve Shares........................................................77
   SECTION 12.10  Other Conversions.................................................................77

ARTICLE THIRTEEN       GUARANTY OF SECURITIES.......................................................77

   SECTION 13.1   Guaranty..........................................................................77
   SECTION 13.2   Representation and Warranty.......................................................78
   SECTION 13.3   Subrogation.......................................................................78
   SECTION 13.4   Guaranty Subordinate to Guarantor Senior Indebtedness.............................79
   SECTION 13.5   Payment Over of Proceeds Upon Dissolution, etc....................................79
   SECTION 13.6   Default on Guarantor Senior Indebtedness; Subrogation.............................80
   SECTION 13.7   Payment Permitted if No Dissolution, Bankruptcy or Liquidation....................81
   SECTION 13.8   Subrogation to Rights of Holders of Guarantor Senior Indebtedness.................81
   SECTION 13.9   Provisions Solely to Define Relative Rights.......................................81
   SECTION 13.10  Trustee to Effectuate Subordination...............................................82
   SECTION 13.11  No Waiver of Subordination Provisions.............................................82
   SECTION 13.12  Notice to Trustee.................................................................82
   SECTION 13.13  Reliance on Judicial Order or Certificate of Liquidating Agent....................83
   SECTION 13.14  Rights of Trustee as a Holder of Guarantor Senior
                  Indebtedness; Preservation of Trustee's Rights....................................83
   SECTION 13.15  Not to Prevent Events of Default..................................................83
   SECTION 13.16  Certain Issuance Deemed Payment...................................................84
   SECTION 13.17  Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness................84

ARTICLE FOURTEEN  MISCELLANEOUS PROVISIONS..........................................................84

   SECTION 14.1   Incorporators, Stockholders, Officers and
                  Directors of Issuer Exempt from Individual Liability..............................84
   SECTION 14.2   Provisions of Indenture for the Sole Benefit of Parties and Securityholders.......84
   SECTION 14.3   Successors and Assigns of Issuer and Guarantor Bound by Indenture.................85

                                      -iv-

<PAGE>

                                                                                                   Page

   SECTION 14.4   Notices and Demands on Issuer, Guarantor, Trustee and Securityholders.............85
   SECTION 14.5   Officers' Certificates and Opinions of Counsel;
                    Statements to Be Contained Therein..............................................86
   SECTION 14.6   Official Acts by Successor Entity.................................................86
   SECTION 14.7   Payments Due on Saturdays, Sundays and Legal Holidays.............................87
   SECTION 14.8   NEW YORK LAW TO GOVERN............................................................87
   SECTION 14.9   Counterparts......................................................................87
   SECTION 14.10  Effect of Headings................................................................87
   SECTION 14.11  Conflict with Trust Indenture Act.................................................87

                                      -v-

</TABLE>

<PAGE>

     THIS INDENTURE,  dated as of ______, ____ among NEWMONT MINING CORPORATION,
a  Delaware  corporation  (the  "Issuer"),   NEWMONT  USA  LIMITED,  a  Delaware
corporation  (the   "Guarantor"),   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,  the Guarantor has duly  authorized  the execution and delivery of
this Indenture and deems it appropriate  from time to time to issue its guaranty
on a subordinated basis of the Securities on the terms herein provided; and

     WHEREAS,  all things  necessary to make this  Indenture,  when executed and
delivered  by the parties  hereto,  a valid and legally  binding  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, the Guarantor 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


<PAGE>


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.

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

     "Board of Directors" means, as the context may require, (1) 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 and (2) with respect to the
Guarantor,  either the Board of Directors of the  Guarantor or any  committee of
such Board of Directors duly authorized to act hereunder.

     "Business Day" means,  except as otherwise provided pursuant to Section 2.6
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

                                      -2-

<PAGE>


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 Depositary  for such Global  Securities by the Issuer  pursuant to
Section 2.7 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.

     "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.

     "Guarantor" means Newmont USA Limited, a Delaware corporation.

     "Guarantor Senior  Indebtedness" means the principal of and any premium and
interest on any  indebtedness  of the Guarantor  outstanding on the date of this
Indenture or to be created,  incurred or assumed by the Guarantor after the date
of this Indenture unless the terms of such indebtedness  specifically state that
it is not senior in the right of payment to the Securities.

     "Guaranty"  means the  agreement  of the  Guarantor  set  forth in  Article
Thirteen and as endorsed (substantially in the form set forth in Section 2.4) on
each Security authenticated and delivered hereunder.

     "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.


                                      -3-

<PAGE>


     "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  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, as the context may require,  (1) when used
with respect to the Issuer, a certificate signed by the chairman of the Board of
Directors  and chief  executive  officer,  the  president,  any  executive  vice
president  or any senior  vice  president  of the  Issuer and by the  treasurer,
controller  or the  secretary  or any  assistant  secretary  of the Issuer,  and
delivered to the  Trustee,  or (2) when used with  respect to the  Guarantor,  a
certificate  signed by the chairman of the Board of Directors,  the president or
any vice  president of the  Guarantor  and by the  treasurer,  controller or the
secretary or any  assistant  secretary of the  Guarantor,  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 or the  Guarantor.  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.


                                      -4-

<PAGE>


     "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;

          (b) Securities, or portions thereof, which have become due and for the
     payment or redemption  of which monies 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.

                                      -5-

<PAGE>



     "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.

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

     "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   and  who  shall  have  direct   responsibility   for  the
administration of this Indenture.

     "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


                                   -6-

<PAGE>


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),  2.11, 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 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"  means (i) when  used with  respect  to the  Issuer,  any
executive  vice  president  or any senior  vice  president,  (ii) when used with
respect to the  Guarantor,  any vice


                                      -7-

<PAGE>



president, whether or not designated by a number or a word or words added before
or after the title of "vice  president"  and (iii) when used with respect to the
Trustee, 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  (and the
Guaranty to be endorsed thereon) 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 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 officer
or  officers  executing  such  Securities  or  Guaranty,  as the case may be, as
evidenced by their execution of the Securities or Guaranty, as the case may be.

     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  and the  Guaranty  endorsed  thereon  shall be
printed,  lithographed or engraved on steel engraved  borders or may be produced
in any other manner, all as determined by the officer or officers executing such
Securities or Guaranty,  as the case may be, as evidenced by their  execution of
such Securities or Guaranty, as the case may be.

     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 overdue principal shall be payable on demand.  Any
such interest on any overdue  principal that


                                      -9-

<PAGE>


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.]

     To secure the due and punctual payment of the principal [If the Security is
to bear  interest  prior  to  maturity,  insert--and  interest,  if any,] on the
Securities of this series and all other amounts  payable by the Issuer under the
Indenture  and the  Securities  when and as the same  shall be due and  payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities  and  the  Indenture,  Newmont  USA  Limited  (the  "Guarantor")  has
unconditionally  guaranteed on a subordinated  basis the Securities  pursuant to
the terms of the Guaranty  endorsed  hereon and in the Indenture  referred to on
the reverse hereof (the "Guaranty").

     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:


SECTION 2.3       Form of Reverse of Security.
                  ---------------------------


                                      -10-


<PAGE>


                           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,  the Guarantor  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 Guarantor,  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,




          Redemption Price                   [[If applicable, insert -


                                      -11-

<PAGE>


               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 monies
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  Security at the close of business on the third  Business Day preceding the
date

                                      -12-


<PAGE>


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
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

                                      -13-

<PAGE>



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 Guarantor and the rights of the Holders of the
Securities of each series to be affected  under the Indenture at any time by the
Issuer,  the  Guarantor  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 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.



                                      -14-

<PAGE>


     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 Guarantor, the Trustee and any agent of the Issuer, the Guarantor 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  Guarantor,  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 payment pursuant to the Guaranty,  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  or the  Guarantor  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 the  Guarantor  or of any  successor  entity,  either
directly  or  through  the Issuer or the  Guarantor,  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 Form of Notation on Security Relating to Guaranty.
                 -------------------------------------------------

                                    GUARANTY

     Newmont USA Limited,  a company  organized  under the laws of Delaware (the
"Guarantor"),   FOR  VALUE  RECEIVED,  hereby  irrevocably  and  unconditionally
guarantees on a subordinated basis to the Holder of the Security upon which this
Guaranty is endorsed and to the Trustee for itself and on behalf of the Holders,
(i) the  due  and  punctual  payment  of the  principal,  premium,  if any,  and
interest, if any, on the Security upon which this Guaranty is endorsed, when and
as the same  shall  become due and  payable,  subject  to any  applicable  grace
period,  whether on the date of maturity,  by  acceleration  or upon  redemption
pursuant to Article

                                      -15-

<PAGE>




Ten of the  Indenture  referred  to in the  Security  on which this  Guaranty is
endorsed or otherwise and (ii) all other obligations of the Issuer hereunder.

     This  Guaranty  is, to the  extent  and in the  manner set forth in Article
Thirteen of the Indenture, subordinated in right of payment to the prior payment
in full of all  Guarantor  Senior  Indebtedness  (as  defined in the  Indenture)
whether outstanding on the date hereof or hereafter created,  incurred,  assumed
or  guaranteed,  and each  Holder of the  Security  upon which this  Guaranty is
endorsed,  by  accepting  the  same,  agrees  to and  shall  be  bound  by  such
provisions.

     The  obligations  of the Guarantor to the Holders of Securities  and to the
Trustee  pursuant  to this  Guaranty  and the  Indenture,  and the rights of the
Guarantor with respect  thereto,  are expressly set forth in Article Thirteen of
the  Indenture  and  reference is hereby made to the  Indenture  for the precise
terms of this Guaranty,  which are  incorporated  herein by reference and made a
part thereof.

     No incorporator,  shareholder,  officer or director, as such, past, present
or future of the  Guarantor  shall have any  liability  under this  Guaranty  by
reason of his, her or its status as such incorporator,  shareholder,  officer or
director.

     The  Guarantor  hereby  agrees  that its  obligations  hereunder  and under
Article  Thirteen of the Indenture shall be as principal  obligor and not merely
as surety, and shall be unconditional, irrevocable and absolute, irrespective of
the  validity,  regularity  or  enforceability  of the  Security  on which  this
Guaranty is endorsed or the Indenture,  the absence of any action to enforce the
same,  any waiver or consent by the Holder of such  Security with respect to any
provisions thereof,  the recovery of any judgment against the Issuer, any action
to enforce the same, or any other circumstance which might otherwise  constitute
a legal or equitable  discharge or defense of a guarantor.  The Guarantor hereby
waives diligence,  presentment, demand of payment, filing of claims with a court
in the event of insolvency  or bankruptcy of the Issuer,  any right to require a
proceeding  first  against  the Issuer,  protest or notice with  respect to such
Security or  indebtedness  evidenced  thereby,  and all demands  whatsoever  and
covenants  that  this  Guaranty  will  not  be  discharged  except  by  complete
performance of the  obligations of the Guarantor  contained in the Indenture and
in this Guaranty.

     The  Guarantor  shall be  subrogated  to all  rights  of the  Holder of the
Security on which this Guaranty is endorsed against the Issuer in respect to any
amounts paid by the Guarantor pursuant to the provisions of this Guaranty as and
to the extent provided in Article Thirteen of the Indenture.

     This Guaranty  shall not be valid or  obligatory  for any purpose until the
certificate  of  authentication  on the  Security  upon which this  Guaranty  is
endorsed  shall have been  executed by the Trustee  under the  Indenture  by the
manual signature of one of its authorized signatories.

     This Guaranty  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.

     Capitalized  terms used herein and not  otherwise  defined  herein have the
meanings specified in the Indenture.


                                      -16-

<PAGE>


     IN WITNESS  WHEREOF this  instrument  has been duly executed in the name of
the Guarantor.

                                   NEWMONT USA LIMITED

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

     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.

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,  including  applicable
     CUSIP numbers  (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, 2.15 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


                                      -17-

<PAGE>

     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 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;


                                      -18-

<PAGE>


          (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.

     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,  with, in each case, the Guaranty  endorsed  thereon executed by
the Guarantor,  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 of the Board of Directors and chief executive  officer,
its president, any executive vice president or any senior vice president and (b)
its  treasurer,  its  controller or its  secretary or any  assistant  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  provided  with,  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 each of the Issuer
     and the Guarantor;

          (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


                                      -19-
<PAGE>

          (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 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; and

          (5)  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 the  Guaranty  endorsed  upon such  Securities,  when such
     Securities are 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  the  valid  and  legally  binding
     obligation of the  Guarantor,  enforceable  in  accordance  with its terms,
     except  as  the  enforceability  thereof  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 a trust  committee  of  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, in each case with

                                      -20-

<PAGE>



the  Guaranty  endorsed  thereon  executed  by the  Guarantor,  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 its  chairman  of the  Board of  Directors  and chief
executive officer, its president,  any 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.

     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 neither such Security nor the Guaranty endorsed thereon shall
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  Execution and Delivery of Guaranty.  To evidence the Guaranty
to the  Securityholders  hereunder,  the  Guaranty,  substantially  in the  form
provided in Section 2.4,  shall be endorsed on each Security  authenticated  and
delivered  hereunder.  The Guaranty  endorsed upon each such  Security  shall be
signed in the name of the  Guarantor by the chairman of the Board of  Directors,
the  president,  any vice  president  or the  treasurer of the  Guarantor.  Such
signature may be the manual or facsimile  signature of the present or any future


                                      -21-

<PAGE>



such  officers.  Typographical  and other  minor  errors or  defects in any such
reproduction   of  any  such   signature   shall  not  affect  the  validity  or
enforceability  of the Guaranty  endorsed  upon any Security  that has been duly
authenticated and delivered by the Trustee.

     In case any officer of the  Guarantor  who shall have  signed any  Guaranty
shall cease to hold such office  before the  Security on which such  Guaranty is
endorsed 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 Guaranty had not ceased to hold
such  office;  and the Guaranty on any Security may be signed in the name of the
Guarantor  by such  Persons  as, at the  actual  date of the  execution  of such
Guaranty, shall be the proper officers of the Guarantor, although at the date of
the  execution  and delivery of this  Indenture  any such person was not such an
officer.

     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. 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.


                                      -22-

<PAGE>



     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  (in each case with the  Guaranty
endorsed thereon  executed by the Guarantor) 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  (in each case with the  Guaranty
endorsed thereon  executed by the Guarantor) 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.

     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.


                                      -23-

<PAGE>


     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  Depositary  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 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.


                                      -24-


<PAGE>


     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,  with the
Guaranty  endorsed  thereon  executed by the  Guarantor,  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, the Guarantor 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,
the  Guarantor  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  (with the Guaranty
endorsed thereon  executed by the Guarantor) 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,
the Guarantor and the Trustee (and any agent of the Issuer, the Guarantor or the
Trustee, if requested by the Issuer or the Guarantor) 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  thereto and any other  expenses  (including the fees
and expenses of the Trustee) connected therewith.

                                      -25-

<PAGE>



     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, the Guarantor and the Trustee (and any
agent of the Issuer, the Guarantor or the Trustee, if requested by the Issuer or
the  Guarantor)  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 and the Guaranty endorsed thereon
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 and the Guarantor, respectively, 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 dispose of such canceled
Securities  in its  customary  manner.  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) (with the
Guaranty  endorsed thereon executed by the Guarantor).  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 and the Guarantor.  Temporary
Securities may contain such reference to any provisions of this 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


                                      -26-

<PAGE>


definitive Securities of such series and the Issuer shall furnish (with, in each
case, the Guaranty  endorsed  thereon executed by the Guarantor) 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")  among  Newmont  Mining  Corporation,  as
issuer,  Newmont USA Limited, as guarantor,  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)

Title of Securities:


                                      -27-

<PAGE>


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:                               --------------------------


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

                                 ARTICLE THREE

                    COVENANTS OF THE ISSUER AND THE GUARANTOR

     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.


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

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.



                                      -28-

<PAGE>


     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 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.

                                      -29-

<PAGE>


     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 and the Guarantor 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 chief
executive officer, the president,  any executive vice president, any senior vice
president,  the general counsel, the treasurer or the secretary of the Issuer or
the Guarantor,  as the case may be,  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. Each of the Issuer and the Guarantor shall comply with
the  provisions  of ss. 314(a) of the Trust  Indenture  Act of 1939.  The Issuer
shall file with the Trustee  within 45 days after the Issuer 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  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 or the
Guarantor'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),  each
of the Issuer and the Guarantor will file with the Trustee a brief  certificate,
signed by its principal  executive  officer,  principal


                                      -30-

<PAGE>



financial officer, or principal  accounting officer,  stating whether or not the
signer  has   knowledge  of  any  default  by  the  Issuer  or  the   Guarantor,
respectively,  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  and  the  Guarantor  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

          (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 or the Guarantor duly to observe
     or perform  any other of the  covenants  or  agreements  on the part of the
     Issuer or the  Guarantor,  as the case may be, 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 and the Guarantor by the Trustee or to the Issuer,  the
     Guarantor  and the  Trustee  by the  Holders  of at least 25% in  principal
     amount of the  Outstanding  Securities  of such  series,  a written  notice


                                      -31-

<PAGE>



     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  or the  Guarantor  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  the   Guarantor  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 or the Guarantor  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 the  Guarantor,
     respectively,  or for all or substantially all of its property, or make any
     general assignment for the benefit of creditors; or

          (g) the Guaranty with respect to the  Securities of such series ceases
     to be in full  force  and  effect  (except  as  contemplated  by the  terms
     thereof) or the Guarantor  denies or disaffirms its obligations  under such
     Guaranty.

     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 the  Guarantor  (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, and the Guarantor's obligations under the
Guaranty shall remain subordinated to the extent provided in Article Thirteen.

     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 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 monies due shall have been  obtained or entered as
hereinafter provided,

                                      -32-

<PAGE>



          (a) the Issuer or the  Guarantor  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, the Guarantor 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.


     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


                                      -33-

<PAGE>


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 monies
adjudged or decreed to be payable.

     In case there shall be pending  proceedings  for the  bankruptcy or for the
reorganization  of the  Issuer,  the  Guarantor  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,  the  Guarantor or such other  obligor,  or in case of any other similar
judicial proceedings relative to the Issuer, the Guarantor or other obligor upon
the Securities of any series, or to the creditors or property of the Issuer, the
Guarantor  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 and Article  Thirteen,  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 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


                                      -34-

<PAGE>


     5.5)  and of  the  Securityholders  allowed  in  any  judicial  proceedings
     relating to the Issuer,  the Guarantor or other obligor upon the Securities
     of any series, or to the creditors or property of the Issuer, the Guarantor
     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 monies 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 Monies  Collected  by Trustee.  Subject to the
provisions of Article Eleven and Article Thirteen  hereof,  any monies collected
by the Trustee  pursuant to this Article shall be applied in the following order
at the date or dates fixed by the Trustee  and, in the case of  distribution  of
such  monies on account of  principal  or  interest,  upon  presentation  of the
several  Securities in respect of which monies 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

                                      -35-

<PAGE>



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 monies 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 monies 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 monies 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, to
     the  extent  that  such  monies  were  provided  by the  Guarantor,  to the
     Guarantor, or their respective 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
necessary 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 Guarantor, the Trustee and the Securityholders shall be restored
respectively  to their former  positions and rights  hereunder,  and all rights,
remedies  and  powers  of  the  Issuer,  the  Guarantor,  the  Trustee  and  the
Securityholders shall continue as though no such proceedings had been taken.

                                      -36-
<PAGE>

     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 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

                                      -37-

<PAGE>



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  Guarantor,  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,  and in the absence of bad
     faith on its part,  the Trustee may  conclusively  rely, as to the truth of
     the statements and the correctness of the opinions expressed therein,  upon
     certificates  or opinions  furnished to the Trustee and  conforming  to the
     requirements of this Indenture; 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 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  and the
     Guarantor mentioned herein shall be sufficiently  evidenced by an Officers'
     Certificate   (unless   other


                                      -38-

<PAGE>





     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 or the Guarantor,  as
     applicable;

          (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  satisfactory  to it 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,  debenture,   note,  other  evidence  of
     indebtedness 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, but the Trustee,
     in its discretion, may make such further inquiry or investigation into such
     facts or matters as it may see fit, and, if the Trustee shall  determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books,  records and premises of the Company,  personally or by agent or
     attorney at the sole cost of the Company  and shall incur no  liability  or
     additional   liability   of  any  kind  by  reason  of  such   inquiry   or
     investigation;  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
     satisfactory  to it 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  who  are  not  employees  of it 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 conclusively  rely and shall be fully 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  (whether  in its  original  or  facsimile  form)
     believed by it to be genuine and to have been  signed or  presented  by the
     proper party or parties;

                                      -39-

<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;

          (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;

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

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

          (l) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are  extended to, and shall be  enforceable  by, the Trustee in each of its
     capacities hereunder,  and each agent,  custodian and other Person employed
     to act hereunder; and

          (m) the  Trustee may request  that the  Company  deliver an  Officers'
     Certificate  setting  forth  the  names of  individuals  and/or  titles  of
     officers authorized at such time to take specified actions pursuant to this
     Indenture,  which  Officers'  Certificate  may  be  signed  by  any  person
     authorized to sign an Officers' Certificate, including any person specified
     as so  authorized  in any such  certificate  previously  delivered  and not
     superseded.

     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
Guarantor,  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  and  the  Guarantor  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,  the  Guarantor or the Trustee,  in its  individual  or any
other  capacity,  may

                                      -40-

<PAGE>



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 the
Guarantor and receive,  collect, hold and retain collections from the Issuer and
the  Guarantor  with the same rights it would have if it were not the Trustee or
such agent.

     SECTION  5.4  Monies  to Be Held in Trust.  Subject  to the  provisions  of
Sections  9.3 and 9.4, all monies  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 monies 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 monies 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.

     SECTION 5.5  Compensation,  Indemnification  and  Expenses of Trustee.  The
Issuer and the Guarantor,  jointly and  severally,  covenant and agree 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 be caused by its  negligence  or bad faith.  The
Issuer  and the  Guarantor,  jointly  and  severally,  also  covenant  to  fully
indemnify  the Trustee for, and to hold it harmless  against,  any and all loss,
liability,  damage,  claim  or  expense,  including  reasonable  legal  fees and
expenses  and 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,  the
Guarantor,  a Holder or any other  Person) or  liability  in the  premises.  The
obligations of the Issuer and the Guarantor 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  and the
resignation or removal of the Trustee.  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

                                      -41-

<PAGE>



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 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 and the  Guarantor.  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 the
     Guarantor or by any Securityholder; or


                                      -42-

<PAGE>


          (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  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 and
the  Guarantor  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,  the Guarantor 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,  the  Guarantor 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  monies  at the  time  held by it
hereunder  and shall  execute and  deliver an  instrument  transferring  to such
successor trustee all such rights, powers,


                                      -43-

<PAGE>



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 Guarantor, 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.

     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

                                      -44-

<PAGE>



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.

                                  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,  the Issuer and the
Guarantor, 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
                                      -45-

<PAGE>




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, the Guarantor and all Securityholders.

     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 Guarantor, the
Trustee and any agent of the Issuer,  the  Guarantor 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


                                      -46-

<PAGE>



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 Guarantor,  the Trustee or any agent of the Issuer,
the  Guarantor 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 monies 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,  the  Guarantor  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,  the Guarantor 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,  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,  the  Guarantor  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,  the Guarantor 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


                                      -47-

<PAGE>



conclusively binding upon the Issuer, the Guarantor, 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, the Guarantor 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;

          (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, the Guarantor 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

                                      -48-



<PAGE>


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 the Guarantor  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  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.


                                      -49-

<PAGE>


     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 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.



                                      -50-

<PAGE>



     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.

                                 ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

     SECTION 7.1 Supplemental Indentures Without Consent of Securityholders. The
Issuer and the Guarantor,  each 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 the
     Guarantor, or successive  successions,  and the assumption by the successor
     entity of the covenants,  agreements  and  obligations of the Issuer or the
     Guarantor, as the case may be, pursuant to Article Eight;

          (c) to add to the  covenants  of  the  Issuer  or the  Guarantor  such
     further  covenants,  restrictions,  conditions or provisions as the Issuer,
     the Guarantor  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 or the Guarantor;

          (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


                                      -51-

<PAGE>




     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 the Guaranty 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 or the Guarantor 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;

          (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 and the Guarantor,  accompanied by copies of
Resolutions  authorizing  the  execution  of any  such  supplemental  indenture,
certified by the secretary or any assistant  secretary of each of the Issuer and
the  Guarantor,  the Trustee shall join with the Issuer and the Guarantor 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,  the Guarantor 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  and the  Guarantor,  each  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

                                      -52-

<PAGE>




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  Guarantor  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 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 or Article
Thirteen 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 and the Guarantor,  accompanied by copies of
Resolutions  authorizing  the  execution  of  any  such  supplemental  indenture
certified by the secretary or any assistant  secretary of each of the Issuer and
the  Guarantor,  and upon the filing with the Trustee of evidence of the consent
of  Securityholders  as  aforesaid,  an  Opinion  of  Counsel  and an  Officers'
Certificate stating that such supplemental  indenture is authorized or permitted
under this Indenture and other documents,  if any,  required by Section 6.1, the
Trustee  shall join with the Issuer and the  Guarantor 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,  the Guarantor 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


                                      -53-

<PAGE>




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,  the Guarantor 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'  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  (with the  Guaranty  endorsed  thereon  executed by the
Guarantor),  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 and Guarantor May  Consolidate,  etc., on Certain Terms.
(a)  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


                                      -54-

<PAGE>


(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.

     (b) Nothing  contained in this  Indenture or in any of the Securities or in
the Guaranty shall prevent any  consolidation or merger of the Guarantor with or
into  any  other  entity  or  entities  (whether  or  not  affiliated  with  the
Guarantor),  or successive  consolidations  or mergers in which the Guarantor or
the  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
Guarantor to any other entity  (whether or not  affiliated  with the  Guarantor)
authorized to acquire and operate the same; provided, however, and the Guarantor
hereby covenants and agrees,  that upon any such  consolidation,  merger,  sale,
conveyance or lease (i) the due and punctual  performance  and observance of all
of the  covenants  and  conditions  of this  Indenture  to be  performed  by the
Guarantor and under the Guaranty  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   Guarantor)   formed  by  such
consolidation,  or into which the  Guarantor  shall have been merged,  or by the
entity which shall have  acquired or leased such property and (ii) the Guarantor
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 the 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(a) 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 or, in the case of Section  8.1(b),  the due and punctual  performance of
all covenants and conditions of this Indenture be performed by the Guarantor and
under the Guaranty,  such  successor  entity shall succeed to and be substituted
for the Issuer or the Guarantor,  as  applicable,  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 or in the Guaranty endorsed thereon as may be appropriate.

     (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


                                      -55-

<PAGE>




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.

     (c) In the case of a  successor  entity to the  Guarantor,  such  successor
entity thereupon may cause to be signed, and may issue in its own name or in the
name of Newmont  USA  Limited  the  Guaranty  with  respect to any or all of the
Securities  issuable  hereunder which  theretofore shall not have been signed by
the  Guarantor  and  delivered  to the  Trustee;  and,  upon  the  order of such
successor  entity  instead  of the  Guarantor  and  subject  to all  the  terms,
conditions  and  limitations  in this  Indenture  prescribed,  the Trustee shall
authenticate  and shall deliver any Securities on which the Guaranty is endorsed
which  previously  shall  have been  signed and  delivered  by an officer of the
Guarantor to the Trustee for  authentication,  and any  Securities  on which the
Guaranty is endorsed which such successor  entity  thereafter  shall cause to be
signed and  delivered to the Trustee for that  purpose.  Any such  Guaranty with
respect to  Securities  of any series shall in all respects  have the same legal
rank and benefit under this Indenture as the Guaranty with respect to Securities
of the same series 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,  referred
to in Section 8.1, but not any lease referred to in such Section,  the Guarantor
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  Guaranty  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, shall be provided with 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 MONIES

     SECTION 9.1 Satisfaction and Discharge of Indenture. If at any time (a) the
Issuer or the  Guarantor  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 or the Guarantor 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


                                      -56-

<PAGE>



called for redemption  within one year under  arrangements  satisfactory  to the
Trustee  for the  giving  of notice of  redemption,  and (ii) the  Issuer or the
Guarantor  shall have  irrevocably  deposited or caused to be deposited with the
Trustee as trust funds the entire  amount in cash  (other than monies  repaid by
the Trustee or any paying  agent to the Issuer or the  Guarantor  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 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
or the  Guarantor  shall  also pay or cause to be paid all  other  sums  payable
hereunder  by the Issuer or the  Guarantor  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)
the 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 monies  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 monies 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 Monies Held by Paying Agent.  In connection  with
the  satisfaction  and discharge of this Indenture with respect to Securities of
any series,  all monies 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 or the Guarantor,  be repaid to the Issuer or,
to the extent that such monies were deposited by it, the  Guarantor,  or paid to
the Trustee,  and thereupon such paying agent shall be released from all further
liability with respect to such monies.

     SECTION 9.4 Return of Monies Held by Trustee and Paying Agent Unclaimed for
Two Years.  Any monies 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

                                      -57-
<PAGE>




interest, as the case may be, shall have become due and payable, shall, upon the
written request of the Issuer or the Guarantor and unless otherwise  required by
mandatory  provisions of applicable  escheat or abandoned or unclaimed  property
law, be repaid to the Issuer or, to the extent  that such monies were  deposited
by it, the Guarantor,  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.

     SECTION  9.5  Option  to  Effect  Defeasance  . Each of the  Issuer  or the
Guarantor  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 or the Guarantor's
exercise of its option to utilize the  provisions  of this  Section 9.6 and upon
compliance  with Section 9.7,  the Issuer and the  Guarantor  shall be deemed to
have been  discharged  from their  obligations  with respect to the  Outstanding
Securities  of such  series  and the  Guarantor  shall be  deemed  to have  been
discharged  from  its  obligations  under  the  Guaranty  with  respect  to such
Outstanding Securities,  in each case 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 Guarantor  shall be
deemed to have  discharged  all of its  obligations  under the Guaranty (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 and the  Guarantor  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  obligations  of the  Issuer,  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 or the Guarantor, as the case may be, 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

                                      -58-

<PAGE>


     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 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 or the  Guarantor 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 or the Guarantor shall have delivered to the Trustee an
     Opinion  of Counsel  (who may be  counsel  to the Issuer or the  Guarantor)
     stating that (x) the Issuer or the  Guarantor  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


                                      -59-

<PAGE>



     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) Each of the Issuer or the  Guarantor  shall have  delivered to the
     Trustee an  Officers'  Certificate  and an  Opinion of Counsel  (who may be
     counsel to the Issuer or the  Guarantor),  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 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 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 or the Guarantor, as applicable, from time to
time upon the  Issuer's  or the  Guarantor'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


                                      -60-

<PAGE>



in writing,  at least 45 days before such redemption date if all the Outstanding
Securities  of a series are to be  redeemed,  and at least 60 days  before  such
redemption date if less than all the  Outstanding  Securities of a series are to
be redeemed. 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 of such series,  if any, the date fixed for  redemption,  the
redemption  price,  the place or places of 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.


                                      -61-

     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 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  (in each  case  with the  Guaranty  endorsed  thereon  executed  by the
Guarantor) 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.


                                      -62-

<PAGE>


     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 the Guarantor 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 or the Guarantor.

     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 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


                                      -63-

<PAGE>


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  Securities  of such series are to be made in a
currency other than Dollars or in units or composites of two or 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,  the  Guarantor  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

                                      -64-

<PAGE>


the  Issuer or the  Guarantor,  as shown by the  Register,  and not known to the
Trustee to have been pledged or hypothecated by the Issuer, the Guarantor 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,  the  Guarantor  or an  entity  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Issuer or the Guarantor,  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  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 monies 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 monies,  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 monies 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
monies in the sinking  fund for such series at the time when any such default or
Event of Default shall occur,  and any monies  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

                                      -65-

<PAGE>



default or Event of Default  cured on or before the sixtieth day  preceding  the
sinking fund payment date in any year,  such monies 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 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 monies  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,  including  the costs and expenses  incurred by the
Trustee  and its counsel in the  defense of any claim  (whether  asserted by the
Issuer, the Guarantor, 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.


                                      -66-

<PAGE>


     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

          (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

                                      -67-

<PAGE>


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.

     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 monies 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

                                      -68-

<PAGE>




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

     SECTION 11.7  Application by Trustee of Monies.  Anything in this Indenture
to the  contrary  notwithstanding,  any deposit of monies 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


                                      -69-

<PAGE>



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 Guarantor,  the creditors
of either of them  other  than  holders of Issuer  Senior  Indebtedness  and the
Holders of the Securities,  the right, which is 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

                                      -70-
<PAGE>



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  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

                                      -71-
<PAGE>



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  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

                                      -72-

<PAGE>




     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
     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

                                      -73-

<PAGE>



     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  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,

                                      -74-

<PAGE>


     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 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


                                      -75-

<PAGE>




     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.

               (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  entity or  entities 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
NNM 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 NNM,  upon official  notice of issuance,  all Common Stock  deliverable  upon
conversion of Securities of any series which are convertible into Common Stock.


                                      -76-

<PAGE>


     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
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

                             GUARANTY OF SECURITIES

     SECTION  13.1  Guaranty.   (a)  The  Guarantor   hereby   irrevocably   and
unconditionally  guarantees on a subordinated  basis as hereinafter  provided to
each  Holder of a Security  of any series  authenticated  and  delivered  by the
Trustee,  and to the Trustee,  (i) the due and punctual payment of the principal
of,  premium,  if any, and interest,  if any, on such Security,  when and as the
same shall  become due and  payable,  subject to any  applicable  grace  period,
whether on the date of maturity,  by acceleration or upon redemption pursuant to
Article  Ten or  otherwise,  according  to the terms of such  Security  and this
Indenture ad (ii) all other obligations of the Issuer hereunder.

     (b) The Guarantor hereby agrees that its obligations  hereunder shall be as
principal  obligor  and not  merely  as  surety,  and  shall  be  unconditional,
irrevocable  and  absolute,   irrespective   of  the  validity,   regularity  or
enforceability of the Securities of any series or this Indenture, the absence of
any  action to  enforce  the same,  any  waiver or  consent by any Holder of the
Securities of any series with respect to any provisions  hereof or thereof,  the
recovery of any


                                      -77-

<PAGE>



judgment  against  the  Issuer,  any  action  to  enforce  the same or any other
circumstance which might otherwise  constitute a legal or equitable discharge or
defense of a guarantor.

     (c) The Guarantor hereby waives diligence,  presentment, demand of payment,
filing of claims with a court in the event of  insolvency  or  bankruptcy of the
Issuer,  any right to require a proceeding  first  against the Issuer,  protest,
notice with  respect to the  Security  on which the  Guaranty is endorsed or the
indebtedness  evidenced  thereby,  and all demands whatsoever and covenants that
the Guaranty not be discharged except by complete performance of the obligations
of the  Guarantor  contained  in  the  Securities  and  this  Indenture.  If any
Securityholder or the Trustee is required by any court or otherwise to return to
the Issuer, the Guarantor, any custodian,  liquidator,  trustee or other similar
official  acting in relation to the Issuer or the Guarantor,  any amount paid by
the Issuer or the Guarantor to the Trustee or such Securityholder,  the Guaranty
to the extent  theretofore  discharged,  shall be  reinstated  in full force and
effect.  The  Guarantor  agrees that as between the Guarantor and the Holders of
the  Securities  or the Trustee,  any payment made on the  Securities  or to the
Trustee by the Issuer or out of its assets which, pursuant to Article Eleven, is
required to be paid over to the Holders of the Issuer Senior Indebtedness, shall
not  constitute  a payment on the  Securities  or to the Trustee  but,  instead,
should be treated for all  purposes of this  Article as though such  payment had
not been made by the Issuer or out of its assets.

     (d) The Guarantor  agrees to pay any and all costs and expenses  (including
reasonable  attorneys' fees and expenses) incurred by the Trustee or any Holders
in enforcing any rights under the Guaranty.

     (e) The Guarantor  hereby waives,  in favor of the Holders and the Trustee,
any and all of its rights, protections,  privileges and defenses provided by any
applicable  law to a  guarantor  and  waives  any  right of  set-off  which  the
Guarantor  may have  against  the Holder of a Security in respect of any amounts
which are or may become payable by the Holder of a Security to the Issuer.

     SECTION 13.2  Representation and Warranty.  The Guarantor hereby represents
and  warrants  that all acts,  conditions  and  things  required  to be done and
performed  and to have  happened  precedent  to the creation and issuance of the
Guaranty, and to constitute the same legal, valid and binding obligations of the
Guarantor  enforceable in accordance with their respective terms, have been done
and performed and have happened in compliance with all applicable laws.

     SECTION 13.3 Subrogation. The Guarantor will be subrogated to all rights of
Holders of  Securities  of any series on which the Guaranty is endorsed  against
the  Issuer in  respect  of any amount  paid by the  Guarantor  pursuant  to the
Guaranty with respect to Securities of such series; provided,  however, that the
Guarantor shall not, without the consent of the Holders of all of the Securities
of such series,  be entitled to enforce,  or to receive any payments arising out
of or based upon, such right of subrogation  until the principal of and premium,
if any, and interest,  if any, on all of the  Securities of such series shall be
paid in full or payment  thereof shall have been provided for in accordance with
this Indenture.

                                      -78-

<PAGE>


     SECTION 13.4 Guaranty  Subordinate to Guarantor  Senior  Indebtedness.  The
Guaranty  shall,  to the  extent  and in the  manner  set forth in this  Article
Thirteen,  be  subordinated  in right of payment to the prior payment in full of
all Guarantor  Senior  Indebtedness  whether  outstanding  on the date hereof or
hereafter created, incurred, assumed or guaranteed.

     SECTION 13.5 Payment Over of Proceeds Upon  Dissolution,  etc. (a) Upon any
insolvency,  liquidation,  bankruptcy,   reorganization  or  similar  proceeding
relating to the  Guarantor,  whether  voluntary or  involuntary,  all principal,
premium,  if  any,  and  interest,   if  any,  due  upon  all  Guarantor  Senior
Indebtedness  shall first be paid in full,  or provision  shall be made for such
payment,  in cash or cash  equivalents,  before the  Holders  or the  Trustee on
behalf of the Holders  shall be entitled to receive any payment by the Guarantor
pursuant  to the  Guaranty.  Before any payment may be made by, or on behalf of,
the  Guarantor  pursuant  to the  Guaranty  upon  any  insolvency,  liquidation,
bankruptcy,  reorganization  or similar  proceeding  relating to the  Guarantor,
whether  voluntary  or  involuntary,  any payment or  distribution  of assets or
securities of the Guarantor of any kind or character,  whether in cash, property
or  securities,  to which the  Holders or the  Trustee on behalf of the  Holders
would be entitled,  except for the provisions of this Article Thirteen, shall be
made by the Guarantor or by any administrator,  receiver, liquidator, custodian,
trustee,  other similar  officer of the Guarantor or other similar person making
such  payment or  distribution,  or by the Holders or the Trustee if received by
them or it, directly to the holders of Guarantor Senior  Indebtedness  (pro rata
to such  holders  on the basis of the  respective  amounts of  Guarantor  Senior
Indebtedness  held by such  holders)  or their  Representatives,  to the  extent
necessary to pay all such Guarantor Senior Indebtedness in full, in cash or cash
equivalents  after giving  effect to any  concurrent  payment,  distribution  or
provision therefor to or for the holders of such Guarantor Senior Indebtedness.


                                      -79-
<PAGE>




     (b) In the event that,  notwithstanding the foregoing provision prohibiting
such  payment  or  distribution,  any  payment  or  distribution  of  assets  or
securities of the Guarantor of any kind or character,  whether in cash, property
or  securities,  shall be  received  by the Trustee or any Holder at a time when
such  payment or  distribution  is  prohibited  by clause  (a) above  before all
Guarantor Senior  Indebtedness is paid in full, in cash or cash equivalents,  or
payment  thereof  provided for, and such fact shall have been made known to such
Holder or Trustee,  as the case may be, such  payment or  distribution  shall be
received  and  held in trust  for the  benefit  of,  and  shall be paid  over or
delivered to, any administrator, receiver, liquidator, custodian, trustee, other
similar  officer of the Guarantor or other person making payment or distribution
of assets of the  Guarantor  for  application  to the  payment of all  Guarantor
Senior   Indebtedness   remaining   unpaid  until  all  such  Guarantor   Senior
Indebtedness  has been paid in full,  in cash or cash  equivalents,  or  payment
thereof   provided  for,  after  giving  effect  to  any   concurrent   payment,
distribution  or  provision  therefor  to or for the  holders of such  Guarantor
Senior Indebtedness.


     (c) The consolidation of the Guarantor with, or the merger of the Guarantor
with or into,  another  entity or entities or the  liquidation  of the Guarantor
following the sale, conveyance,  transfer,  lease or other disposition of all or
substantially  all of its property  and assets to another  entity upon the terms
and conditions  provided in Article Eight shall not be deemed a liquidation  for
the purposes of this Section 13.5 if such other entity shall,  as a part of such
consolidation,  merger, sale, conveyance,  transfer, lease or other disposition,
comply with the conditions stated in Article Eight.

     SECTION 13.6 Default on Guarantor  Senior  Indebtedness;  Subrogation.  The
Guarantor may not make any payment  pursuant to the Guaranty or make any deposit
pursuant to Section 9.6 (collectively,  "pay the Guaranty") if (i) any Guarantor
Senior  Indebtedness is not paid when due or (ii) any other default on Guarantor
Senior   Indebtedness   occurs  and  the  maturity  of  such  Guarantor   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 Guarantor Senior  Indebtedness has been paid in
full; provided,  however, that the Guarantor may pay the Guaranty without regard
to the  foregoing  if the  Guarantor  and the  Trustee  receive  written  notice
approving  such  payment  from the  Representative  of the holders of  Guarantor
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
Guarantor  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  Guarantor  may not pay the  Guaranty  for a  period  (a  "Payment
Blockage  Period")  commencing upon the receipt by the Guarantor and the Trustee
of written notice (a "Blockage Notice") of such default from a Representative of
the holders of Guarantor 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  Guarantor  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  Guarantor  Senior   Indebtedness).
Notwithstanding  the  provisions  of the  immediately  preceding  sentence  (but
subject to the provisions contained in the first sentence of this Section 13.6),
unless the holders of such Guarantor Senior  Indebtedness or a Representative of
such  holders  shall have

                                      -80-

<PAGE>



accelerated the maturity of such Guarantor  Senior  Indebtedness,  the Guarantor
may resume to pay the Guaranty 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 Guarantor Senior  Indebtedness  during
such period.

     SECTION  13.7  Payment   Permitted  if  No   Dissolution,   Bankruptcy   or
Liquidation.  Nothing  contained in this  Article  Thirteen or elsewhere in this
Indenture shall prevent (i) the Guarantor, except under the conditions described
in  Section  13.4  of this  Indenture,  from  making  payments  pursuant  to the
Guaranty,  or from depositing  with the Trustee any money for such payments,  or
(ii) the  application  by the  Trustee  of any money  deposited  with it for the
purpose of making such payment of principal of,  premium,  if any, and interest,
if any,  pursuant to the Guarantor to the Holders entitled  thereto,  if, at the
time such application by the Trustee, it did not have actual knowledge that such
payment would have been prohibited by the provisions of this Article Thirteen.

     SECTION  13.8   Subrogation  to  Rights  of  Holders  of  Guarantor  Senior
Indebtedness.  (a)  Subject  to the  payment  in  full of all  Guarantor  Senior
Indebtedness,  in cash or cash equivalents,  the Holders of the Securities shall
be subrogated to the rights of the holders of such Guarantor Senior Indebtedness
to  receive  payments  and  distributions  of  cash,   property  and  securities
applicable to the Guarantor  Senior  Indebtedness  until all of the  Guarantor's
obligations  under the  Guaranty  shall be paid in full.  For  purposes  of such
subrogation,  no payments or  distributions  to the holders of Guarantor  Senior
Indebtedness  of any cash,  property or  securities  to which the Holders of the
Securities  or the Trustee would be entitled  except for the  provisions of this
Article  Thirteen,  and no payments  pursuant to the  provisions of this Article
Thirteen  to the  holders of  Guarantor  Senior  Indebtedness  by Holders or the
Trustee,  shall,  as among the  Guarantor,  its creditors  other than holders of
Guarantor  Senior  Indebtedness,  and the Holders,  be deemed to be a payment or
distribution  by  the  Guarantor  to or  on  account  of  the  Guarantor  Senior
Indebtedness.


     (b) If any payment or  distribution  to which the Holders  would  otherwise
have been entitled but for the  provisions of this Article  Thirteen  shall have
been  applied,  pursuant to the  provisions  of this  Article  Thirteen,  to the
payment of all amounts payable under Guarantor Senior Indebtedness, then, and in
such case,  the Holders  shall be  entitled to receive  from the holders of such
Guarantor Senior  Indebtedness  any payments or  distributions  received by such
holders of Guarantor  Senior  Indebtedness  in excess of the amount  required to
make  payment  in  full  of  amounts   payable  under  such   Guarantor   Senior
Indebtedness.

     SECTION 13.9 Provisions Solely to Define Relative Rights. The provisions of
this Article  Thirteen  are and are intended  solely for the purpose of defining
the  relative  rights of the Holders of the  Securities  on the one hand and the
holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in
this Article Thirteen or elsewhere in this Indenture or in the Securities or the
Guaranty  is  intended  to or shall  (a)  impair,  as among the  Guarantor,  its
creditors other than holders of Guarantor Senior Indebtedness and the Holders of
the Securities of each series issued hereunder, the obligation of the Guarantor,
which is absolute and unconditional, to pay the Holders pursuant to the Guaranty
with respect to the Securities of such series; or (b) affect the relative rights
against the  Guarantor  of the Holders of the  Securities  and  creditors of the
Guarantor  other  than the  holders of  Guarantor  Senior  Indebtedness;  or (c)
prevent

                                      -81-

<PAGE>



the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable  law upon default under this  Indenture,  subject to the
rights,  if any, under this Article  Thirteen of the holders of Guarantor Senior
Indebtedness  (1) in any  liquidation  of the  Guarantor,  whether  voluntary or
involuntary, or bankruptcy, insolvency,  receivership or similar proceedings, as
referred to in Section 13.4, to receive, pursuant to and in accordance with such
Section,  cash, property and securities  otherwise payable or deliverable to the
Trustee or such Holder,  or (2) under the conditions  specified in Section 13.6,
to prevent any payment prohibited by such Section.

     SECTION  13.10  Trustee  to  Effectuate  Subordination.  Each  Holder  of a
Security by his  acceptance  thereof  authorizes  and directs the Trustee on his
behalf to take such action as is necessary or as may be necessary or appropriate
to effectuate the subordination provided in this Article Thirteen.

     SECTION  13.11  No  Waiver  of  Subordination  Provisions.  No right of any
present or future holder of any Guarantor  Senior  Indebtedness  or any agent or
Representative  therefor to enforce  subordination  as provided in this  Article
Thirteen  shall at any time in any way be  prejudiced  or impaired by any act or
failure to act on the part of the  Guarantor or by any act or failure to act, in
good  faith,  by any  such  holder  or its  agent or  Representative,  or by any
non-compliance by the Guarantor with the terms, provisions and covenants of this
Indenture,  regardless of any knowledge  thereof any such holder or any agent or
Representative therefor may have or be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph,  the
holders of Guarantor Senior Indebtedness may, at any time and from time to time,
without  the  consent  of or  notice  to  the  Trustee  or  the  Holders  of the
Securities,  without  incurring  responsibility to the Holders of the Securities
and without  impairing or releasing the  subordination  provided in this Article
Thirteen or the  obligations  hereunder of the Holders of the  Securities to the
holders of Guarantor Senior  Indebtedness,  do any one or more of the following:
(a) change the  manner,  place or terms of payment or extend the time of payment
of,  or  renew  or  alter,  Guarantor  Senior  Indebtedness  or  any  instrument
evidencing the same or any agreement under which Guarantor  Senior  Indebtedness
is outstanding;  (b) sell, exchange, release or otherwise deal with any property
pledged,  mortgaged or otherwise  securing  Guarantor Senior  Indebtedness;  (c)
release  any  person  liable in any  manner for the  payment  or  collection  of
Guarantor Senior  Indebtedness;  and (d) exercise or refrain from exercising any
rights or remedies against the Guarantor and any other person.

     SECTION 13.12 Notice to Trustee.  The Guarantor  shall give prompt  written
notice to the Trustee of any liquidation,  insolvency, bankruptcy,  receivership
or other  proceeding which would prohibit the making of any payment to or by the
Trustee in respect of the Guaranty of Securities of any series.  Notwithstanding
the provisions of this Article Thirteen or any other provision of this Indenture
or the  Guaranty,  the  Trustee  shall  not be  charged  with  knowledge  of the
existence  of any facts which would  prohibit the making of any payment to or by
the Trustee in respect of the Guaranty,  unless and until the Trustee shall have
received written notice thereof from the  Representative  of the holders of such
Guarantor  Senior  Indebtedness;  and,  prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 5.1, shall be entitled
in all respects to assume that no such facts exist;  provided,  however, that if
the Trustee

                                      -82-
<PAGE>




shall not have  received the notice  provided for in this Section at least three
Business  Days  prior to the date upon  which by the terms  hereof any money may
become  payable  for any purpose  (including,  without  limitation,  the payment
pursuant to the Guaranty of the principal of and premium, if any or interest, if
any,  on  any  Security),  then,  anything  herein  contained  to  the  contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary  which may be received by it
within three Business Days prior to such date.

     Subject to the  provisions of Section 5.1, the Trustee shall be entitled to
conclusively  rely  on  the  delivery  to it of a  written  notice  by a  person
representing  himself to be a  Representative  of holders  of  Guarantor  Senior
Indebtedness  to establish that such notice has been given by a  Representative.
In the event that the Trustee  determines in good faith that further evidence is
required with respect to the right of any person as a holder of Guarantor Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article  Thirteen,  the Trustee may request that such person furnish evidence to
the   satisfaction  of  the  Trustee  as  to  the  amount  of  Guarantor  Senior
Indebtedness held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such person under this Article  Thirteen,  and if such evidence is not
furnished, the Trustee may defer any such payment pending judicial determination
as to the right of such person to receive such payment.

     SECTION 13.13  Reliance on Judicial  Order or  Certificate  of  Liquidating
Agent.  Upon any payment or distribution of assets of the Guarantor  referred to
in this Article Thirteen, 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  13.4  are  pending,  or a
certificate of the  administrator,  receiver,  liquidator,  custodian,  trustee,
other  similar  officer of the  Guarantor 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  Guarantor   Senior   Indebtedness   and  other
indebtedness of the Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article Thirteen.

     SECTION   13.14  Rights  of  Trustee  as  a  Holder  of  Guarantor   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  Thirteen
with respect to any Guarantor Senior  Indebtedness which may at any time be held
by it, to the same extent as any other holder of Guarantor 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.

     SECTION  13.15 Not to  Prevent  Events of  Default.  The  failure to make a
payment pursuant to the Guaranty on account of principal of or premium,  if any,
or  interest,  if any,  on the  Securities  by reason of any  provision  of this
Article  Thirteen will not be construed as

                                      -83-

<PAGE>




suspending  the  rights  of  the  Holders  to  accelerate  the  maturity  of the
Securities pursuant to Article Four.

     SECTION 13.16 Certain Issuance Deemed Payment. For purposes of Section 13.4
only,  (a) the  issuance  and  delivery of junior  securities  in respect of any
Security  of  any  series  shall  not be  deemed  to  constitute  a  payment  or
distribution pursuant to the Guaranty on account of the principal of or premium,
if any, or  interest,  if any, on  Securities  or on account of the  purchase or
other  acquisition of Securities,  and (2) the payment,  issuance or delivery of
cash,  property or  securities  (other than junior  securities)  in respect of a
Security  shall be deemed to  constitute  payment  pursuant  to the  Guaranty 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 Guarantor and (b)
securities of the Guarantor  which are  subordinated  in right of payment to all
Guarantor 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 Guaranty is so subordinated as provided in this Article
Thirteen.  Nothing  contained  in this  Article  Thirteen or  elsewhere  in this
Indenture or in the  Securities  or the Guaranty is intended to or shall impair,
as among the  Guarantor,  its creditors  other than holders of Guarantor  Senior
Indebtedness and the Holders of the Securities, the right, which is absolute and
unconditional,  of the  Holder of any  Security  to  convert  such  Security  in
accordance with Article Twelve.

     SECTION  13.17  Trustee  Not  Fiduciary  for  Holders of  Guarantor  Senior
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary  duty to the
holders of  Guarantor  Senior  Indebtedness  and shall not be liable to any such
Holders if the Trustee shall in good faith  mistakenly  pays over or distributes
to  Holders of  Securities  or to the  Guarantor  or to any other  person  cash,
property or  securities  to which any holders of Guarantor  Senior  Indebtedness
shall be entitled  by this  Article or  otherwise.  The  Trustee  undertakes  to
perform  or to  observe  only  such  of  its  covenants  or  obligations  as are
specifically  set forth in this  Article  Thirteen  and no implied  covenants or
obligations  with respect to holders of Guarantor Senior  Indebtedness  shall be
read into this Indenture against the Trustee.

                                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 the  Guarantor  or of any
successor,  either  directly  or  through  the  Issuer or the  Guarantor  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

                                      -84-

<PAGE>




Securities,  expressed  or implied,  shall give or be  construed  to give to any
Person,  other than the 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 and  Guarantor  Bound by
Indenture.  All the  covenants,  stipulations,  promises and  agreements in this
Indenture  contained  by the Issuer and the  Guarantor  shall bind each of their
successors and assigns, whether or not so expressed.

     SECTION  14.4  Notices  and  Demands  on  Issuer,  Guarantor,  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 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
Guarantor 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 Guarantor is furnished by the
Guarantor to the Trustee) to Newmont USA Limited,  1700 Lincoln Street,  Denver,
Colorado 80203, Attention:  Treasurer. Any notice, direction,  request or demand
by the Issuer,  the Guarantor 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,  the Guarantor
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.

                                      -85-

<PAGE>


     SECTION 14.5 Officers' Certificates and Opinions of Counsel;  Statements to
Be  Contained  Therein.  Upon any  application  or demand  by the  Issuer or the
Guarantor to the Trustee to take any action under any of the  provisions of this
Indenture, the Issuer or the Guarantor, as the case may be, 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 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 or the
Guarantor  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 or the Guarantor,  upon the  certificate,  statement or
opinion of or  representations  by an officer or  officers  of the Issuer or the
Guarantor, 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 the
Guarantor  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 or the  Guarantor,  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 or the Guarantor shall 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 or the Guarantor, as the case may be.

                                      -86-

<PAGE>


     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
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,  INCLUDING  THE
GUARANTY, AND EACH SECURITY AND THE ENDORSEMENT OF THE GUARANTY THEREON 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.


                                      -87-

<PAGE>



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


                                   NEWMONT MINING CORPORATION,
                                    as Issuer


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



                                   NEWMONT USA LIMITED,
                                    as Guarantor


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



                                   CITIBANK, N.A.,
                                    as Trustee


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




                                      -88-