NEWMONT MINING CORPORATION, as Issuer


                        NEWMONT USA LIMITED, as Guarantor


                                       AND


                           CITIBANK, N.A., as Trustee





                                    INDENTURE


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


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





                        GUARANTEED SENIOR DEBT SECURITIES



<PAGE>


                                TABLE OF CONTENTS

<TABLE>

                                                                                                               Page
                                                                                                               ----


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

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

ARTICLE TWO  SECURITIES    7

         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.................................................22
         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         Limitation on Liens.................................................................30
         SECTION 3.5         Limitation on Sales and Leasebacks..................................................32
         SECTION 3.6         Notice of Default...................................................................32
         SECTION 3.7         Calculation of Original Issue Discount..............................................33
         SECTION 3.8         Reports.............................................................................33
         SECTION 3.9         Compliance Certificates.............................................................33

ARTICLE FOUR  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT....................................33

         SECTION 4.1         Events of Default...................................................................33
         SECTION 4.2         Payment of Securities on Default; Suit Therefor.....................................36
         SECTION 4.3         Application of Monies Collected by Trustee..........................................38
         SECTION 4.4         Proceedings by Trustee..............................................................39
         SECTION 4.5         Restoration of Rights on Abandonment of Proceedings.................................39

</TABLE>



<PAGE>

<TABLE>
       <S>                <C>                                                                               <C>

         SECTION 4.6         Proceedings by Securityholders......................................................39
         SECTION 4.7         Remedies Cumulative and Continuing..................................................39
         SECTION 4.8         Control by Securityholders..........................................................40
         SECTION 4.9         Waiver of Past Defaults.............................................................40

ARTICLE FIVE  CONCERNING THE TRUSTEE.............................................................................41

         SECTION 5.1         Reliance on Documents, Opinions, etc.; No Requirement for Expenditure of Own
                               Funds.............................................................................41
         SECTION 5.2         No Responsibility for Recitals, etc.................................................43
         SECTION 5.3         Trustee and Agents May Hold Securities..............................................43
         SECTION 5.4         Monies to Be Held in Trust..........................................................43
         SECTION 5.5         Compensation, Indemnification and Expenses of Trustee...............................43
         SECTION 5.6         Right of Trustee to Rely on Officers' Certificate, etc..............................44
         SECTION 5.7         Eligibility of Trustee..............................................................44
         SECTION 5.8         Resignation or Removal of Trustee; Appointment of Successor Trustee.................45
         SECTION 5.9         Acceptance of Appointment by Successor Trustee......................................46
         SECTION 5.10        Merger, Conversion, Consolidation or Succession to Business of Trustee..............47
         SECTION 5.11        Reports by Trustee to Securityholders...............................................47

ARTICLE SIX  CONCERNING THE SECURITYHOLDERS......................................................................47

         SECTION 6.1         Action by Securityholders...........................................................47
         SECTION 6.2         Proof of Execution by Securityholders...............................................49
         SECTION 6.3         Holders to Be Treated as Owners.....................................................49
         SECTION 6.4         Securities Owned by Issuer Deemed Not Outstanding...................................49
         SECTION 6.5         Right of Revocation of Action Taken.................................................50
         SECTION 6.6         Securityholders' Meetings; Purposes.................................................50
         SECTION 6.7         Call of Meetings by Trustee.........................................................51
         SECTION 6.8         Call of Meetings by Issuer or Securityholders.......................................51
         SECTION 6.9         Qualifications for Voting...........................................................51
         SECTION 6.10        Quorum; Adjourned Meetings..........................................................51
         SECTION 6.11        Regulations.........................................................................52
         SECTION 6.12        Voting..............................................................................52
         SECTION 6.13        No Delay of Rights by Meeting.......................................................53
         SECTION 6.14        Written Consent in Lieu of Meeting..................................................53

ARTICLE SEVEN  SUPPLEMENTAL INDENTURES...........................................................................53

         SECTION 7.1         Supplemental Indentures Without Consent of Securityholders..........................53
         SECTION 7.2         Supplemental Indentures With Consent of Securityholders.............................55
         SECTION 7.3         Effect of Supplemental Indenture....................................................56
         SECTION 7.4         Certain Documents to Be Given to Trustee............................................56
         SECTION 7.5         Notation on Securities..............................................................56

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.................................................57

</TABLE>

                                      -ii-

<TABLE>

<S>                      <C>                                                                                 <C>
         SECTION 8.1         Issuer and Guarantor May Consolidate, etc., on Certain Terms........................57
         SECTION 8.2         Successor Entity to Be Substituted..................................................57
         SECTION 8.3         Opinion of Counsel and Officers' Certificate to Be Given to Trustee.................59

ARTICLE NINE  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES..........................................59

         SECTION 9.1         Satisfaction and Discharge of Indenture.............................................59
         SECTION 9.2         Application by Trustee of Funds Deposited for Payment of Securities.................60
         SECTION 9.3         Repayment of Monies Held by Paying Agent............................................60
         SECTION 9.4         Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years...........60
         SECTION 9.5         Option to Effect Defeasance or Covenant Defeasance..................................60
         SECTION 9.6         Defeasance and Discharge............................................................60
         SECTION 9.7         Covenant Defeasance.................................................................61
         SECTION 9.8         Conditions to Defeasance or Covenant Defeasance.....................................61
         SECTION 9.9         Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                               Miscellaneous Provisions..........................................................63

ARTICLE TEN  REDEMPTION OF SECURITIES AND SINKING FUNDS..........................................................63

         SECTION 10.1        Applicability of Article............................................................63
         SECTION 10.2        Notice of Redemption; Selection of Securities.......................................63
         SECTION 10.3        Payment of Securities Called for Redemption.........................................65
         SECTION 10.4        Exclusion of Certain Securities from Eligibility for Selection for Redemption.......66
         SECTION 10.5        Mandatory and Optional Sinking Funds................................................66
         SECTION 10.6        Conversion Arrangement on Call for Redemption.......................................69

ARTICLE ELEVEN  CONVERSION OF SECURITIES.........................................................................69

         SECTION 11.1        General.............................................................................69
         SECTION 11.2        Right to Convert....................................................................69
         SECTION 11.3        Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No
                               Adjustment for Interest or Dividends..............................................70
         SECTION 11.4        Cash Payments in Lieu of Fractional Shares..........................................71
         SECTION 11.5        Conversion Price Adjustments; Effect of Reclassification, Mergers,
                               Consolidations and Sales of Assets................................................71
         SECTION 11.6        Taxes on Shares Issued..............................................................75
         SECTION 11.7        Shares to be Fully Paid; Compliance with Governmental Requirements; Listing
                               of Common Stock...................................................................75
         SECTION 11.8        Responsibility of Trustee...........................................................76
         SECTION 11.9        Covenant to Reserve Shares..........................................................76
         SECTION 11.10       Other Conversions...................................................................76

ARTICLE TWELVE  GUARANTY OF SECURITIES...........................................................................76

</TABLE>

                                     -iii-
<PAGE>


<TABLE>
<S>    <C>                                                                                                  <C>
         SECTION 12.1        Guaranty............................................................................76
         SECTION 12.2        Representation and Warranty.........................................................77
         SECTION 12.3        Subrogation.........................................................................77

ARTICLE THIRTEEN  MISCELLANEOUS PROVISIONS.......................................................................77

         SECTION 13.1        Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
                               Individual Liability..............................................................77
         SECTION 13.2        Provisions of Indenture for the Sole Benefit of Parties and Securityholders.........78
         SECTION 13.3        Successors and Assigns of Issuer and Guarantor Bound by Indenture...................78
         SECTION 13.4        Notices and Demands on Issuer, Guarantor, Trustee and Securityholders...............78
         SECTION 13.5        Officers' Certificates and Opinions of Counsel; Statements to Be Contained
                               Therein...........................................................................79
         SECTION 13.6        Official Acts by Successor Entity...................................................80
         SECTION 13.7        Payments Due on Saturdays, Sundays and Legal Holidays...............................80
         SECTION 13.8        NEW YORK LAW TO GOVERN..............................................................80
         SECTION 13.9        Counterparts........................................................................80
         SECTION 13.10       Effect of Headings..................................................................80
         SECTION 13.11       Conflict with Trust Indenture Act...................................................80


</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 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 an unsubordinated 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 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.

<PAGE>


          "Attributable Debt" means, as to any particular lease under which the
Issuer is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by the Issuer
under such lease during the remaining term thereof, discounted from the
respective due dates thereof to such date at the rate of interest per annum
implicit in the terms of such lease (as determined by any two of the following:
the chairman, the president, the executive vice president, any senior vice
president, the treasurer, the controller or the secretary of the Issuer)
compounded semi-annually. The net amount of rent required to be paid under any
such lease for any such period shall be the amount of the rent payable by the
lessee with respect to such period, after excluding amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

          "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



                                      -2-
<PAGE>


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 11.5 (or such supplemental indenture pursuant to Section 11.1).

          "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, 14th Floor, New York,
New York 10005, Attention: Citibank Agency & Trust Services, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Issuer, or the principal corporate trust office of any successor Trustee
(or such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Issuer).

          "covenant defeasance" and "defeasance" have the meanings assigned to
such terms, respectively, by Sections 9.7 and 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.

          "Funded Debt" means all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the amount thereof is
to be determined or having a maturity of less than 12 months but by its terms
being renewable or extendable beyond 12 months from such date at the option of
the borrower.

          "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.

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


                                      -3-
<PAGE>


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

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

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

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

          "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 11.5(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 13.5, if and to the extent required
hereby.

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


                                      -4-
<PAGE>


          "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.

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

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


                                      -5-
<PAGE>


          "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.

          "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 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.


                                      -6-
<PAGE>


          "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 11.5.

          "Trading Day" has the meaning set forth in Section 11.5.

          "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 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


                                      -7-
<PAGE>


          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.]

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


                                      -8-
<PAGE>



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 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 an unsubordinated 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.


                                      -9-
<PAGE>



          [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.

                           NEWMONT MINING CORPORATION

          This Security is one of a duly authorized issue of 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


                                      -10-
<PAGE>

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).

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

          [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, [[if
applicable, insert --(1) on ______ in any year commencing with the year ______
and ending with the year ____ through operation of the sinking fund for this
series (as more fully described in the next succeeding paragraph) at [[insert
either--a redemption price equal to 100% of the principal amount of the
Securities to be redeemed or the redemption prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below,]], and (2)]] at any time [[if applicable,
insert--on or after ________]], as a whole or in part, at the election of the
Issuer, at the [[insert either--following redemption prices or redemption prices
for redemption otherwise than through operation of the sinking fund]] (expressed
as percentages of the principal amount): if redeemed [[if applicable, insert--on
or before ________, __%, and if redeemed]] during the 12-month period beginning
________ of the years indicated,


                                      -11-

<PAGE>




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

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



and thereafter at a redemption price equal to __% of the principal amount
thereof, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the date fixed for
redemption, but interest installments maturing on or prior to such redemption
date will be payable to the Holders of such Securities of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

          [If applicable, insert--The sinking fund for this series provides for
the redemption on ________ in each year beginning with the year ____ and ending
with the year ____ of [[not less than]] $________ [[("mandatory sinking fund
payments") and not more than $________]] aggregate principal amount of
Securities of this series.] [If applicable, insert--Securities of this series
acquired or redeemed by the Issuer otherwise than through [[mandatory]] sinking
fund payments [if applicable insert--and Securities of this series surrendered
to the Issuer for conversion] may be credited against subsequent [[mandatory]]
sinking fund payments otherwise required to be made.]

          [If applicable, insert--Notwithstanding the foregoing, the Issuer may
not, prior to ________, redeem any Securities of this series as contemplated by
[[Clause (2) of]] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of 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



                                      -12-

<PAGE>



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 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



                                      -13-

                                       3
<PAGE>



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 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


                                      -14-

                                       4
<PAGE>


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.

          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 an unsubordinated 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




                                      -15-
<PAGE>


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 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.

          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.

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


                                      -16-

<PAGE>


                                      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. 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 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


                                      -17-

                                       7
<PAGE>




     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;

          (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


                                      -18-

                                       8
<PAGE>



     and any terms and conditions for the conversion of such Securities which
     differ from Article Eleven; 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 chief executive officer, its president, any executive vice
president or any senior vice president and (b) its treasurer, its controller or
its secretary, without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities the Trustee shall be 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 13.5;

          (4) an Opinion of Counsel, prepared in accordance with the
     requirements of the Trust Indenture Act of 1939 and Section 13.5, 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


                                      -19-

<PAGE>


     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 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 13.5, 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 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


                                      -20-
<PAGE>



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
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


                                      -21-
<PAGE>



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.

          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


                                      -22-
<PAGE>




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.

          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.


                                      -23-
<PAGE>


          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.

          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:


                                      -24-
<PAGE>


          (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.

          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


                                      -25-
<PAGE>




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 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


                                      -26-
<PAGE>



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:

Certificate Number(s)
(if applicable):


                                      -28-
<PAGE>



Aggregate Principal Amount
Represented:<F1>

Principal Amount to be
Converted:<F2>
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.

          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 regis-

-----------------------
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>


tration 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.

          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,


                                      -29-
<PAGE>


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 Limitation on Liens. The Issuer will not itself, and will
not permit any Restricted Subsidiary to, incur, issue, assume or guarantee any
indebtedness for money borrowed or any other indebtedness evidenced by notes,
bonds, debentures or other similar evidences of indebtedness for money borrowed
(hereinafter in this Section and in Section 3.5 called "Debt") secured by pledge
of, or mortgage, deed of trust or other lien on, any Principal Property owned by
the Issuer or any Restricted Subsidiary, or any shares of stock or other
ownership interests or Debt of any Restricted Subsidiary held by the Company or
any Restricted Subsidiary (such pledges, mortgages, deeds of trust and other
liens being hereinafter in this Section and in Section 3.5 called "Mortgage" or
"Mortgages"), without effectively providing that the Securities of all series
(together with, if the Issuer shall so determine, any other Debt of the Issuer
or such Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Securities) shall be secured equally and ratably with (or
prior to) such secured Debt, so long as such secured Debt shall be so secured,
unless, after giving effect thereto, the aggregate principal amount of all such
secured Debt which would otherwise be prohibited, plus all Attributable Debt of
the Issuer and its Restricted Subsidiaries in respect of sale and leaseback
transactions (as defined in Section 3.5) which would otherwise be prohibited by
Section 3.5 would not exceed the sum of 10% of Consolidated Net Tangible Assets;
provided, that this Section shall not apply to, and there shall be excluded from
secured Debt in any computation under this Section, Debt secured by:

          (a) Mortgages on property of, or on any shares of stock or other
     ownership interests or Debt of, any corporation or any other entity
     existing at the time such corporation or entity becomes a Restricted
     Subsidiary;

          (b) Mortgages to secure indebtedness of any Restricted Subsidiary to
     the Issuer or to another Restricted Subsidiary;

          (c) Mortgages for taxes, assessments or governmental charges or levies
     in each case (i) not then due and delinquent or (ii) the validity of which
     is being contested in good faith by appropriate proceedings, and
     materialmen's, mechanics', carriers', workmen's, repairmen's, landlords' or
     other like Mortgages, or deposits to obtain the release of such Mortgages;

          (d) Mortgages arising under an order of attachment or distraint or
     similar legal process so long as the execution or enforcement thereof is
     effectively stayed and the


                                      -30-
<PAGE>



     claims secured thereby are being contested in good faith;

          (e) Mortgages to secure public or statutory obligations or to secure
     payment of workmen's compensation or to secure performance in connection
     with tenders, leases of real property, bids or contracts or to secure (or
     in lieu of) surety or appeal bonds and Mortgages made in the ordinary
     course of business for similar purposes;

          (f) Mortgages in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, or in
     favor of any other country, or any political subdivision thereof, to secure
     partial, progress, advance or other payments pursuant to any contract or
     statute (including Debt of the Pollution Control or Industrial Revenue Bond
     type) or to secure any indebtedness incurred for the purpose of financing
     all or any part of the purchase price or the cost of construction of the
     property subject to such Mortgages;

          (g) Mortgages on property (including any lease which should be
     capitalized on the lessee's balance sheet in accordance with generally
     accepted accounting principles), shares of stock or other ownership
     interests or Debt existing at the time of acquisition thereof (including
     acquisition through merger or consolidation or through purchase or transfer
     of the properties of a corporation or any other entity as an entirety or
     substantially as an entirety) or to secure the payment of all or any part
     of the purchase price or construction cost or improvement cost thereof or
     to secure any Debt incurred prior to, at the time of, or within one year
     after, the acquisition of such property or shares or other ownership
     interests or Debt or the completion of any such construction (including any
     improvements on an existing property) or the commencement of commercial
     operation of such property, whichever is later, for the purpose of
     financing all or any part of the purchase price or construction cost
     thereof;

          (h) Mortgages existing at the date of this Indenture; and

          (i) Any extension, renewal or replacement (or successive extensions,
     renewals or replacements), as a whole or in part, of any Mortgage referred
     to in the foregoing clauses (a) to (h), inclusive; provided, that (i) such
     extension, renewal or replacement Mortgage shall be limited to all or a
     part of the same property, shares of stock or Debt that secured the
     Mortgage extended, renewed or replaced (plus improvements on such property)
     and (ii) the Debt secured by such Mortgage at such time is not increased;

provided further, that these restrictions shall not apply to (i) any gold-based
loan or forward sale arrangement, and (ii) Mortgage upon property owned or
leased by the Issuer or any Restricted Subsidiary or in which the Issuer or any
Restricted Subsidiary owns an interest to secure the Issuer's or a Restricted
Subsidiary's proportionate share of any payments required to be made to any
Person incurring the expense of developing, exploring, or conducting operations
for the recovery, processing or sale of the mineral resources of such owned or
leased property and any such loan, arrangement or payment referred to in clauses
(i) and (ii) of this proviso shall not be


                                      -31-
<PAGE>

deemed to constitute secured Debt and, shall not be included in any computation
under these restrictions.

          SECTION 3.5 Limitation on Sales and Leasebacks. The Issuer will not
itself, and it will not permit any Restricted Subsidiary to, enter into any
arrangement with any bank, insurance company or other lender or investor (not
including the Issuer or any Restricted Subsidiary) or to which any such lender
or investor is a party, providing for the leasing by the Issuer or any such
Restricted Subsidiary for a period, including renewals, in excess of three
years, of any Principal Property owned by the Issuer or such Restricted
Subsidiary which has been or is to be sold or transferred more than 270 days
after the acquisition thereof or after the completion of construction and
commencement of full operation thereof, by the Issuer or any such Restricted
Subsidiary to such lender or investor or to any person to whom funds have been
or are to be advanced by such lender or investor on the security of such
Principal Property (herein referred to as a "sale and leaseback transaction")
unless either:

          (a) the Issuer or such Restricted Subsidiary could create Debt secured
     by a Mortgage on the Principal Property to be leased back in an amount
     equal to the Attributable Debt with respect to such sale and leaseback
     transaction without equally and ratably securing the Securities of all
     series pursuant to Section 3.4, or

          (b) the Issuer within 180 days after the sale or transfer shall have
     been made by the Issuer or by any such Restricted Subsidiary, applies an
     amount equal to the greater of (i) the net proceeds of the sale of the
     Principal Property sold and leased back pursuant to such arrangement or
     (ii) the fair market value of the Principal Property so sold and leased
     back at the time of entering into such arrangement (as determined by any
     two of the following: the chairman, the president, the executive vice
     president, any senior vice president, the treasurer, the controller or the
     secretary of the Issuer) to (x) the purchase of property, facilities or
     equipment (other than the property, facilities or equipment involved in
     such sale) having a value at least equal to the net proceeds of such sale
     or (y) the retirement of Funded Debt of the Issuer or any Restricted
     Subsidiary; provided, that the amount required to be applied to the
     -------- retirement of Funded Debt of the Issuer shall be reduced by (i)
     the principal amount of any Securities of any series (or, if the Securities
     of any series are Original Issue Discount Securities, such portion of the
     principal amount as may be due and payable with respect to such series
     pursuant to a declaration in accordance with Section 4.l or if the
     Securities of any series provide that an amount other than the face thereof
     will or may be payable upon the maturity thereof or a declaration of
     acceleration of the maturity thereof, such amount as may be due and payable
     with respect to such securities pursuant to a declaration in accordance
     with Section 4.1.) delivered within 180 days after such sale or transfer to
     the Trustee for retirement and cancellation, and (ii) the principal amount
     of Funded Debt, other than the Securities of any series, voluntarily
     retired by the Issuer within 180 days after such sale or transfer.
     Notwithstanding the foregoing, no retirement referred to in this clause (b)
     may be effected by payment at maturity or pursuant to any mandatory sinking
     fund payment or any mandatory prepayment provision.

          SECTION 3.6 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



                                      -32-
<PAGE>


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 3.7 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 3.8 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 it files them with the
Commission, 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 3.9 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
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 of ss. 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 Sec-


                                      -33-
<PAGE>


tion 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
     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


                                      -34-
<PAGE>

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.

          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,

          (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 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


                                      -35-
<PAGE>



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 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 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.


                                      -36-
<PAGE>


          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 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 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.


                                      -37-
<PAGE>


          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. 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 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


                                      -38-
<PAGE>


          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 to 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.

          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 Security-


                                      -39-
<PAGE>



holders 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 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.


                                      -40-
<PAGE>




          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 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



                                      -41-
<PAGE>



     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;

          (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


                                      -42-
<PAGE>


     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 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


                                      -43-
<PAGE>


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 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.


                                      -44-
<PAGE>


          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

          (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.


                                      -45-
<PAGE>


          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, 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.


                                      -46-
<PAGE>


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

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

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

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

                                  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


                                      -47-
<PAGE>


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 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


                                      -48-
<PAGE>


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 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



                                      -49-
<PAGE>


right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described persons; and,
subject to the requirements of the Trust Indenture Act of 1939 and Section 5.1,
the Trustee shall, in the absence of manifest error, accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of
any such determination.

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


                                      -50-
<PAGE>


          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 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



                                      -51-
<PAGE>

notice must be mailed not less than five days prior to the date on which the
meeting is scheduled to be reconvened.

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

          SECTION 6.11 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall determine.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Securityholders as provided in Section 6.8, in which case the Issuer or
the Securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by the vote of the Holders of a
majority of the principal amount of the Outstanding Securities present at the
meeting.

          Subject to the provisions of Section 6.4, at any meeting each Holder
of Securities with respect to which such meeting is being held or proxy shall be
entitled to one vote for each U.S.$1,000 (or if any Securities are denominated
in a currency other than U.S. dollars or in units of currencies or in a
composite currency, the equivalent of U.S.$1,000 in the applicable currency,
units of currencies or composite currency calculated using the Market Exchange
Rate) principal amount (or in the case of Original Issue Discount Securities or,
in the case of Securities which provide that an amount other than the face
amount thereof will or may be payable upon the maturity thereof or upon a
declaration of acceleration of the maturity thereof, such principal amount to be
determined as provided in the definition of "Outstanding" in Section 1.1) of
such Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any such Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of such Securities held by him or instruments in writing as aforesaid
duly designating him as the Person to vote on behalf of other such
Securityholders. Any meeting 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


                                      -52-
<PAGE>


or may be payable upon the maturity thereof or upon a declaration of
acceleration of the maturity thereof, such principal amount to be determined as
provided in the definition of "Outstanding" in Section 1.1) voting in favor of
or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Issuer and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

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

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

                                 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:



                                      -53-
<PAGE>




          (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 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


                                      -54-
<PAGE>


          (j) to effectuate the provisions of Section 11.5(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 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 Eleven 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



                                      -55-
<PAGE>

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 a
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 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



                                      -57-
<PAGE>




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 (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



                                      -57-
<PAGE>



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 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



                                      -58-
<PAGE>


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
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.


                                      -59-
<PAGE>


          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 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 or Covenant 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 either
Section 9.6 or Section 9.7 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 9.8, 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 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



                                      -60-
<PAGE>



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 Eleven, and (E) this Article Nine. Subject to
compliance with this Article Nine, the Issuer may exercise its option under this
Section 9.6 notwithstanding the prior exercise of its option under Section 9.7
with respect to the Securities of such series.

          SECTION 9.7 Covenant Defeasance. Upon the Issuer's or the Guarantor's
exercise of its option to utilize the provisions of to this Section 9.7 and upon
compliance with Section 9.8, the Issuer and the Guarantor shall be released from
their respective obligations, if any, under Sections 3.4 and 3.5 with respect to
the Outstanding Securities of such series on and after the date the conditions
set forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Issuer and the Guarantor may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such Section with respect to it, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section (including under
Section 4.1(d)) or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.

          SECTION 9.8 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 9.6 or
Section 9.7 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 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


                                      -61-
<PAGE>




     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 or covenant 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 or covenant 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 or covenant 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) In the case of an election under Section 9.6, 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 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) In the case of an election under Section 9.7, the Issuer or the
     Guarantor shall have delivered to the Trustee an Opinion of Counsel to the
     effect that the Holders of the Outstanding Securities of such series will
     not recognize income, gain or loss for Federal income tax purposes as a
     result of such covenant defeasance and will be subject



                                      -62-
<PAGE>




     to Federal income tax on the same amounts, in the same manner and at the
     same times as would have been the case if such covenant defeasance had not
     occurred.

          (h) 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 either the defeasance under Section 9.6
     or the covenant defeasance under Section 9.7 (as the case may be) have been
     complied with.

          SECTION 9.9 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 9.9, the "Trustee") pursuant to Section 9.8 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, 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 9.8 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 or covenant defeasance.


                                  ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

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

          SECTION 10.2 Notice of Redemption; Selection of Securities. In case
the Issuer shall desire to exercise any right to redeem all or any part of the
Securities of any series in accordance with their terms, the Issuer shall fix a
date for redemption and shall notify the Trustee in writing, at least 45 days
before such redemption date if all the Outstanding Securities of a



                                      -63-
<PAGE>


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.

          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



                                      -64-
<PAGE>



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
Eleven 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.

          SECTION 10.4 Exclusion of Certain Securities from Eligibility for


                                      -65-
<PAGE>



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 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



                                      -66-
<PAGE>


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 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



                                      -67-
<PAGE>


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 default or Event of Default cured on or before the sixtieth
day preceding the sinking fund



                                      -68-
<PAGE>


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 Eleven)
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

                            CONVERSION OF SECURITIES

          SECTION 11.1 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 Eleven and the terms of such series of
Securities if such terms differ from this Article Eleven; 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 11.2 Right to Convert. Subject to and upon compliance with the
pro-




                                      -69-
<PAGE>


visions of this Article, the Holder of any Security that is convertible into
Common Stock shall have the right, at such Holder's option, at any time on or
after the date of original issue of such Security or such other date specified
in the applicable Resolution delivered pursuant to Section 2.6 and prior to the
close of business on the date set forth in such Resolution (or if such Security
is called for redemption, then in respect of such Security to and including but
not after the close of business on the third Business Day prior to the date
fixed for redemption or on such earlier day, if any, specified pursuant to
Section 2.6 for such Security unless the Issuer shall default in the payment due
on such date) to convert the principal amount of any such Security of any
authorized denomination or, in the case of any Security to be converted of a
denomination greater than the 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 11.3. 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 11.3 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 11.6. 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 11.3. 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 11.4. 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



                                      -70-
<PAGE>



of record of the shares represented thereby, provided, however, that any such
surrender on any date when the stock transfer books of the Issuer shall be
closed shall constitute the person in whose name the certificates are to be
registered as the record holder thereof for all purposes on the next succeeding
day on which such stock transfer books are open, but such conversion shall be at
the Conversion Price in effect on the date upon which such Security shall have
been so surrendered.

          Any Security or portion thereof surrendered for conversion during the
period from the close of business on the record date for any interest payment
date to the opening of business on such interest payment date shall (unless such
Security or portion thereof being converted shall 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 11.4 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 11.5(a)(v)) of the
Common Stock on the Trading Day (as defined in Section 11.5(a)(v)) next
preceding the date of conversion.

          SECTION 11.5 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




                                      -71-
<PAGE>

     in the case of a dividend, except as provided in subparagraph (vii) below,
     and shall become effective immediately after the effective date in the case
     of a subdivision or combination.

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



                                      -72-
<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 11.5(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 11.5(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 11.5(a), as it in its discretion shall



                                      -73-
<PAGE>


     determine to be advisable in order that any stock dividend, subdivision of
     shares, distribution of rights or warrants to purchase stock or securities,
     or distribution of other assets (other than cash dividends) hereafter made
     by the Issuer to its stockholders shall not be taxable.

          (vii) In any case in which this Section 11.5(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 11.4.

          (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 11.5(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,



                                      -74-
<PAGE>



     sale, or conveyance by a holder of the number of shares of Common Stock
     issuable upon conversion of such Security immediately prior to such
     reclassification, change, consolidation, merger, combination, sale or
     conveyance and (B) the number of shares of any such other stock or
     securities into which such Security shall thereafter be convertible shall
     be subject to adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the terms of adjustment provided for in
     this Section, and Sections 11.2, 11.3, 11.4, 11.6, 11.7, 11.8 and 11.9
     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 11.6 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 11.7 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 the 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 the NNM, upon official notice of issuance, all Common Stock
deliverable upon conversion of Securities of any series which are convertible
into Common Stock.


                                      -75-
<PAGE>


          SECTION 11.8 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 Eleven.

          SECTION 11.9 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 11.10 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 TWELVE

                             GUARANTY OF SECURITIES

          SECTION 12.1 Guaranty. (a) The Guarantor hereby irrevocably and
unconditionally guarantees 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 and (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 judgment against the Issuer, any action to enforce the same or
any other circumstance which



                                      -76-
<PAGE>



     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.

          (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 12.2 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 12.3 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.

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

          SECTION 13.1 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



                                      -77-
<PAGE>



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 13.2 Provisions of Indenture for the Sole Benefit of Parties
and Securityholders. Nothing in this Indenture or in the 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 13.3 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 13.4 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



                                      -78-
<PAGE>



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.

          SECTION 13.5 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



                                      -79-
<PAGE>



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 13.6 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.

          SECTION 13.7 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 13.8 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 13.9 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 13.10 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 13.11 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.



                                      -80-
<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:




                                      -81-
<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>

                                      (i)