NEWMONT MINING CORPORATION, as Issuer

                        NEWMONT USA LIMITED, as Guarantor

                                       AND

                           CITIBANK, N.A., as Trustee

                                    INDENTURE

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

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

                     GUARANTEED SUBORDINATED DEBT SECURITIES
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

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

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

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

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

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

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

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

   SECTION 4.1    Events of Default...........................................31
   SECTION 4.2    Payment of Securities on Default; Suit Therefor.............33
   SECTION 4.3    Application of Monies Collected by Trustee..................35
   SECTION 4.4    Proceedings by Trustee......................................36
   SECTION 4.5    Restoration of Rights on Abandonment of Proceedings.........36
   SECTION 4.6    Proceedings by Securityholders..............................36
   SECTION 4.7    Remedies Cumulative and Continuing..........................37
   SECTION 4.8    Control by Securityholders..................................37

                                      (i)
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                                                                            Page

   SECTION 4.9    Waiver of Past Defaults.....................................38

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

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

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

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

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

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

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

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

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

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

   SECTION 9.1    Satisfaction and Discharge of Indenture.....................6
   SECTION 9.2    Application by Trustee of Funds Deposited for Payment
                  of Securities...............................................57
   SECTION 9.3    Repayment of Monies Held by Paying Agent....................57
   SECTION 9.4    Return of Monies Held by Trustee and Paying Agent
                  Unclaimed for Two Years.....................................57
   SECTION 9.5    Option to Effect Defeasance ................................58
   SECTION 9.6    Defeasance and Discharge....................................58
   SECTION 9.7    Conditions to Defeasance....................................58
   SECTION 9.8    Deposited Money and U.S. Government Obligations to Be
                  Held in Trust; Other Miscellaneous Provisions...............60

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

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

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

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

                                     -iii-
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ARTICLE TWELVE    CONVERSION OF SECURITIES....................................70

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

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

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

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

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

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                                                                            Page

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

                                      -v-
<PAGE>

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

                              W I T N E S S E T H :

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

          WHEREAS,  the Guarantor has duly authorized the execution and delivery
of this  Indenture  and  deems it  appropriate  from  time to time to issue  its
guaranty on a subordinated basis of the Securities on the terms herein provided;
and

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

          NOW, THEREFORE:

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

                                  ARTICLE ONE

                                   DEFINITIONS

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

subdivision.  The terms  defined in this Article  have the meanings  assigned to
them in this Article and include the plural as well as the singular.

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

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

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

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

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

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

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

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 111 Wall Street, 5th Floor, New York,
New York 10005, Attention: 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

                                      -2-
<PAGE>

other address as a successor  Trustee may designate  from time to time by notice
to the Holders and the Issuer).

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

          "Depositary"  means,  with respect to the  Securities of any series or
Tranche  issuable  or issued in the form of one or more Global  Securities,  the
Person  designated  as  Depositary  for such  Global  Securities  by the  Issuer
pursuant  to Section  2.7 until a  successor  Depositary  shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Depositary" shall mean or include each Person who is then a Depositary for such
Global  Securities,  and if at any time there is more than one Person designated
as  Depositary  for  Global  Securities  of  a  particular  series  or  Tranche,
"Depositary",  as used with respect to the Securities of such series or Tranche,
means  the  Depositary  with  respect  to  the  particular  Global  Security  or
Securities.

          "Dollar or U.S.$"  means the coin or currency of the United  States of
America as at the time of payment is legal  tender for the payment of public and
private debts.

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

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

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

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

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

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

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

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

                                      -3-
<PAGE>

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

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

          "Issuer Senior  Indebtedness" means the principal of, premium, if any,
and interest  (including interest accruing subsequent to the commencement of any
proceeding for the bankruptcy or  reorganization  of the Issuer under applicable
bankruptcy,  insolvency  or similar law now or  hereafter  in effect) on (a) all
indebtedness for money borrowed, whether outstanding on the date of execution of
this  Indenture  or  thereafter  created,  assumed  or  incurred,   except  such
indebtedness as is by its terms expressly  stated to be not superior in right of
payment  to the  Securities  or to rank pari  passu  with the  Securities  or as
identified in a Resolution or any indenture  supplemental hereto as not superior
in right of  payment  or to rank  pari  passu  with the  Securities  and (b) any
deferrals,  renewals or extensions of any such  indebtedness for money borrowed.
The term  "indebtedness  for money  borrowed" as used in the foregoing  sentence
means any  obligation  of, or any  obligation  guaranteed by, the Issuer for the
repayment of borrowed  money,  whether or not  evidenced  by bonds,  debentures,
notes or other written instruments,  and any deferred obligation for the payment
of the purchase price of property or assets.

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

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

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

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

          "Officers'  Certificate"  means, as the context may require,  (1) when
used with  respect to the Issuer,  a  certificate  signed by the chairman of the
Board of Directors and chief  executive  officer,  the president,  any executive
vice  president or any senior vice president of the Issuer and by the treasurer,
controller  or the  secretary  or any  assistant  secretary  of the Issuer,  and
delivered to the  Trustee,  or (2) when used with  respect to the  Guarantor,  a
certificate  signed by the chairman of the Board of Directors,  the president or
any vice  president of the  Guarantor  and by the  treasurer,  controller or the
secretary or any  assistant  secretary of the  Guarantor,  and  delivered to the
Trustee.  Each such  certificate  shall include the  statements  required by the
Trust  Indenture  Act of 1939 or as provided for in Section  14.5, if and to the
extent required hereby.

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

                                      -4-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

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

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

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

          "Security" or "Securities"  (except as otherwise required by the Trust
Indenture  Act of 1939) has the  meaning  stated in the  first  recital  of this
Indenture  or means any  Securities

                                      -6-
<PAGE>

that have been issued,  authenticated and delivered under this Indenture, as the
context may require.

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

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

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

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

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

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

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

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

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

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

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

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

                                      -7-
<PAGE>

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

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

                                  ARTICLE TWO

                                   SECURITIES

          SECTION 2.1 Forms  Generally.  The  Securities of each series (and the
Guaranty to be endorsed thereon) shall be substantially in the form set forth in
this Article,  or in such other form as shall be established by or pursuant to a
Resolution or in one or more indentures  supplemental  hereto, in each case with
such appropriate  insertions,  omissions,  substitutions and other variations as
are required or permitted by this  Indenture and may have imprinted or otherwise
reproduced  thereon such letters,  numbers or other marks of identification  and
such legends or  endorsements  as may be required to comply with any  applicable
law, rule or regulation or with the rules of any securities  exchange or as may,
consistent with the provisions of this  Indenture,  be determined by the officer
or  officers  executing  such  Securities  or  Guaranty,  as the case may be, as
evidenced by their execution of the Securities or Guaranty, as the case may be.

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

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

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

                                      -8-
<PAGE>

No.

$_____________                                                CUSIP No. ________

                           NEWMONT MINING CORPORATION

                         [Insert Designation of Series]

          Newmont Mining Corporation,  a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Issuer"),  for value
received,  hereby  promises  to pay to  ________,  or  registered  assigns,  the
principal sum of  ____________________ on _______________ [if the Security is to
bear interest prior to maturity,  insert--, and to pay interest thereon [[insert
as  applicable--annually or semi-annually or quarterly]] on [[insert appropriate
interest payment dates]] (the "Interest Payment Dates") in each year, commencing
_____________,  [insert--at the rate of __% per annum or, if applicable,  insert
the method for determining  the  adjustable,  floating or other form of variable
interest rate borne by the  Securities]  until the  principal  hereof is paid or
made  available for payment [if  applicable,  insert --, and (to the extent that
the payment of such interest  shall be legally  enforceable)  at the rate of __%
per annum on any  overdue  principal  and  premium,  if any,  and on any overdue
installment of interest].  Notwithstanding  the  foregoing,  this Security shall
bear interest from the most recent  Interest  Payment Date to which  interest in
respect hereof has been paid or duly provided for, unless (i) the date hereof is
such an Interest  Payment Date,  in which case from the date hereof,  or (ii) no
interest  has been  paid on this  Security,  in which  case  from  ____________;
provided,  however,  that if the Issuer shall default in the payment of interest
due on the date hereof,  then this  Security  shall bear  interest from the next
preceding  Interest  Payment  Date to which  Interest  has been  paid or,  if no
interest has been paid on this Security  from  __________.  Notwithstanding  the
foregoing,  if the date hereof is after the _________ [insert if applicable-- or
__________]  (whether or not a Business  Day) (the  "Record  Date"),  [insert if
applicable--  as the case may be,] next  preceding an Interest  Payment Date and
before such Interest  Payment Date,  this Security shall bear interest from such
Interest Payment Date;  provided,  however,  that if the Issuer shall default in
the payment of interest due on such Interest  Payment  Date,  then this Security
shall bear  interest  from the next  preceding  Interest  Payment  Date to which
interest has been paid or, if no interest has been paid on this  Security,  from
_________. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will,  subject to certain  exceptions  provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose name
this  Security  is  registered  at the close of business on the Record Date next
preceding  such  Interest  Payment  Date.  Unless  otherwise  specified  for the
Security  pursuant to Section 2.6,  insert - [Interest on this  Security will be
computed and paid on the basis of a 360-day year of twelve 30-day months.]

          [If  the  Security  is  not  to  bear  interest   prior  to  maturity,
insert--The  principal of this Security  shall not bear  interest  except in the
case of a default in payment of principal upon acceleration,  upon redemption or
at maturity and in such case the overdue  principal of this Security  shall bear
interest  at the rate of __% per annum (to the extent  that the  payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such  principal  has been made or duly
provided for. Interest on any overdue principal shall be payable on demand.  Any
such interest on any overdue  principal that

                                      -9-
<PAGE>

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

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

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

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

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

          Unless the certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

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

                                      NEWMONT MINING CORPORATION

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

Attest:

          SECTION 2.3 Form of Reverse of Security.

                                      -10-
<PAGE>

                           NEWMONT MINING CORPORATION

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

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

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

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

                          Redemption Price            [[If applicable, insert -

                                      -11-
<PAGE>

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

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





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

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

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

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

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

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

                                      -12-
<PAGE>

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

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

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

                                      -13-
<PAGE>

month and day] on which the repayment price will be paid (i) this Security, with
the form entitled "Option to Elect  Repayment"  below duly completed,  or (ii) a
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers,  Inc. or a commercial bank or
trust  company in the United  States of  America  setting  forth the name of the
Holder of this  Security,  the principal  amount of the Security,  the amount of
such Security to be repaid,  a statement  that the option to elect  repayment is
being made thereby and a guarantee  that the Security to be repaid with the form
entitled  "Option to Elect Repayment" on the reverse thereof duly completed will
be  received  by the Issuer no later than five  Business  Days after the date of
such facsimile transmission or letter, and such Security and form duly completed
are  received by the Issuer by such fifth  Business  Day.  Either form of notice
duly received on or before the [insert month and day] preceding any such [insert
month  and  day]  shall  be  irrevocable.  All  questions  as to  the  validity,
eligibility (including time of receipt) and acceptance of any Securities of this
series for repayment will be determined by the Issuer, whose determination shall
be final and binding.]

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

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

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

                                      -14-
<PAGE>

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

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

          Prior  to  due  presentment  of  this  Security  for  registration  of
transfer,  the Issuer,  the Guarantor,  the Trustee and any agent of the Issuer,
the Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue and  notwithstanding any notation of ownership or other writing thereon,
and none of the Issuer,  the  Guarantor,  the Trustee or any such agent shall be
affected by notice to the  contrary.  All payments  made to or upon the order of
such  registered  Holder,  shall,  to the  extent  of  the  sum  or  sums  paid,
effectually satisfy and discharge liability for monies payable on this Security.

          No recourse for the payment of the  principal of or interest,  if any,
on this  Security,  or for payment  pursuant to the  Guaranty,  or for any claim
based hereon or otherwise in respect  hereof,  and no recourse under or upon any
obligation,  covenant  or  agreement  of  the  Issuer  or the  Guarantor  in the
Indenture or any indenture  supplemental thereto or in any Security,  or because
of the creation of any indebtedness  represented  thereby,  shall be had against
any incorporator,  stockholder,  official or director, as such, past, present or
future,  of the  Issuer or the  Guarantor  or of any  successor  entity,  either
directly  or  through  the Issuer or the  Guarantor,  as the case may be, or any
successor entity, whether by virtue of any constitution,  statute or rule of law
or by the  enforcement  of any  assessment  or  penalty or  otherwise,  all such
liability being, by the acceptance  hereof and as part of the  consideration for
the issue hereof, expressly waived and released.

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

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

          SECTION 2.4 Form of Notation on Security Relating to Guaranty.

                                    GUARANTY

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

                                      -15-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -16-

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

                                      NEWMONT USA LIMITED

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

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

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

Dated:                                CITIBANK, N.A.,
                                        as Trustee

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

          SECTION  2.6  Amount  Unlimited;  Issuable  in Series.  The  aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this Indenture is unlimited.

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

          (1) the title of the  Securities of the series,  including  applicable
     CUSIP numbers  (which shall  distinguish  the Securities of the series from
     all other Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series that may be  authenticated  and delivered  under this  Indenture
     (except for Securities  authenticated  and delivered upon  registration  of
     transfer  of, or in exchange  for, or in lieu of, other  Securities  of the
     series pursuant to Section 2.12, 2.13, 2.15 or 10.3);

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

          (4) the rate or rates at which the Securities of the series shall bear
     interest,  if any, or the method by which such rate or rates (including the
     Overdue  Rate)  shall be  determined,  the date or dates  from  which  such
     interest  shall  accrue or the  method  by which  such date or dates may be
     determined,  the interest  payment  dates on which such

                                      -17-
<PAGE>

     interest  shall be payable and the record  dates for the  determination  of
     Holders to whom interest is payable;

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

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

          (7) the obligation, if any, of the Issuer to redeem, purchase or repay
     Securities  of  the  series  pursuant  to any  sinking  fund  or  analogous
     provisions or at the option of a Holder  thereof and the price or prices at
     which, the period or periods within which and the terms and conditions upon
     which Securities of the series shall be redeemed,  purchased or repaid,  in
     whole or in part, pursuant to such obligation;

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

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

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

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

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

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

                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -19-
<PAGE>

          (4)  an  Opinion  of  Counsel,   prepared  in   accordance   with  the
     requirements  of the Trust  Indenture Act of 1939 and Section  14.5,  which
     shall state that (i) if the form of such Securities has been established by
     or pursuant to a Resolution of the Issuer as permitted by Section 2.1, that
     such form or forms, as the case may be, have been established in conformity
     with  the  provisions  of  this  Indenture,  and  that  the  terms  of such
     Securities  have been  established  by or pursuant to a  Resolution  of the
     Issuer as permitted by Section 2.6 in  conformity  with the  provisions  of
     this Indenture and that the  authentication and delivery of such Securities
     by the Trustee is authorized  under the  provisions  of this  Indenture and
     (ii) that such Securities,  when authenticated and delivered by the Trustee
     and  issued by the  Issuer in the  manner  and  subject  to any  conditions
     specified  in such  Opinion of Counsel  will  constitute  valid and legally
     binding  obligations of the Issuer,  enforceable  in accordance  with their
     terms,  except as the enforceability  thereof may be limited by bankruptcy,
     insolvency,  reorganization or other similar laws affecting the enforcement
     of  creditors'  rights  generally  and  to  general  principles  of  equity
     regardless  of  whether  the issue of  enforceability  is  considered  in a
     proceeding in equity or at law; and

          (5)  an  Opinion  of  Counsel,   prepared  in   accordance   with  the
     requirements  of the Trust  Indenture Act of 1939 and Section  14.5,  which
     shall state that the  Guaranty  endorsed  upon such  Securities,  when such
     Securities are authenticated and delivered by the Trustee and issued by the
     Issuer in the  manner  and  subject  to any  conditions  specified  in such
     Opinion  of  Counsel,   will  constitute  the  valid  and  legally  binding
     obligation of the  Guarantor,  enforceable  in  accordance  with its terms,
     except  as  the  enforceability  thereof  may  be  limited  by  bankruptcy,
     insolvency,  reorganization or other similar laws affecting the enforcement
     of  creditors'  rights  generally  and to  general  principles  of  equity,
     regardless  of  whether  the issue of  enforceability  is  considered  in a
     proceeding in equity or at law.

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

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

          If the  Issuer  shall  establish  pursuant  to  Section  2.6  that the
Securities  of a series or a Tranche are to be issued in the form of one or more
Global  Securities,  then the Issuer  shall  execute and the Trustee  shall,  in
accordance  with this  Section and the order of the Issuer with  respect to such
series,  authenticate  and deliver one or more Global  Securities,  in each case
with

                                      -20-
<PAGE>

the  Guaranty  endorsed  thereon  executed  by the  Guarantor,  that  (i)  shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series or such Tranche,  as the case may
be,  issued and not yet  cancelled,  (ii) shall be registered in the name of the
Depositary  for such  Global  Security  or  Securities  or the  nominee  of such
Depositary,  (iii)  shall be  delivered  by the  Trustee to such  Depositary  or
pursuant to such  Depositary's  instructions and (iv) shall bear such legend, if
any, as shall be required by the Depositary.

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

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

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

          SECTION 2.9  Certificate  of  Authentication.  Unless a certificate of
authentication,  substantially in the form hereinbefore  recited, set forth on a
Security has been executed by the Trustee by the manual  signature of one of its
authorized  signatories,  such Security shall not be entitled to the benefits of
this Indenture and neither such Security nor the Guaranty endorsed thereon shall
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security  executed by the Issuer shall be conclusive  evidence that the Security
so authenticated has been duly  authenticated  and delivered  hereunder and that
the Holder is entitled to the benefits of this Indenture.

          SECTION  2.10  Execution  and  Delivery of  Guaranty.  To evidence the
Guaranty to the Securityholders  hereunder,  the Guaranty,  substantially in the
form provided in Section 2.4,  shall be endorsed on each Security  authenticated
and delivered hereunder.  The Guaranty endorsed upon each such Security shall be
signed in the name of the  Guarantor by the chairman of the Board of  Directors,
the  president,  any vice  president  or the  treasurer of the  Guarantor.  Such
signature may be the manual or facsimile  signature of the present or any future

                                      -21-
<PAGE>

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

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

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

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

          Except as  otherwise  specified  for a particular  series  pursuant to
Section 2.6,  the Person in whose name any Security of any series is  registered
at the close of business on any record date (as hereinafter  defined) applicable
to a particular series with respect to any interest payment date for such series
shall be entitled  to receive the  interest,  if any,  payable on such  interest
payment  date  notwithstanding  the  cancellation  of  such  Security  upon  any
registration  of any  transfer or exchange of such  Security  subsequent  to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall  default in the payment of the  interest  due on such  interest
payment date for such series,  in which case such  defaulted  interest  shall be
paid to the Persons in whose  names  Outstanding  Securities  of such series are
registered at the close of business on a subsequent  record date (which shall be
not less than five days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such  subsequent  record date. The
term "record  date" as used with respect to any interest  payment date (except a
date for payment of defaulted interest) shall mean the date specified as such in
the terms of the Securities of any particular  series, or, if no such date is so
specified,  if such interest  payment date is the first day of a calendar month,
the  fifteenth  day of the next  preceding  calendar  month or, if such interest
payment date is the  fifteenth  day of a calendar  month,  the first day of such
calendar month, whether or not such record date is a Business Day.

                                      -22-
<PAGE>

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

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

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

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

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

                                      -23-
<PAGE>

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

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

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

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

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

          The Issuer may at any time, and in its sole discretion, determine that
Securities  issued in the form of one or more Global  Securities shall no longer
be represented by a Global Security or Securities. In such event the Issuer will
execute,  and the  Trustee,  upon receipt of an  Officers'  Certificate  for the
authentication and delivery of definitive Securities, will authenticate and make
available  for  delivery  definitive  Securities  of  the  same  series,  in any
authorized  denominations,  in  an  aggregate  principal  amount  equal  to  the
principal  amount of the Registered  Global Security or Securities,  in exchange
for such Global Security or Securities.

                                      -24-
<PAGE>

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

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

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

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

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

          Upon the issuance of any substitute  Security,  the Issuer may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be imposed in relation  thereto and any other  expenses  (including the
fees and expenses of the Trustee) connected therewith.

                                      -25-
<PAGE>

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

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

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

          SECTION  2.15  Temporary   Securities.   Pending  the  preparation  of
definitive  Securities for any series,  the Issuer may execute,  and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed,  lithographed,  typewritten or otherwise  reproduced) (with the
Guaranty  endorsed thereon executed by the Guarantor).  Temporary  Securities of
any series shall be issuable as registered  Securities  without coupons,  in any
authorized  denomination,  and  substantially  in the  form  of  the  definitive
Securities  of such  series  in lieu of which  they  are  issued  but with  such
omissions,  insertions  and  variations  as may  be  appropriate  for  temporary
Securities, all as may be determined by the Issuer and the Guarantor.  Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate.  Every temporary  Security shall be authenticated by the Trustee
upon the same  conditions and in  substantially  the same manner,  and with like
effect, as the definitive  Securities in lieu of which they are issued.  Without
unreasonable delay the Issuer shall execute

                                      -26-
<PAGE>

definitive Securities of such series and the Issuer shall furnish (with, in each
case, the Guaranty  endorsed  thereon executed by the Guarantor) such definitive
securities and thereupon temporary  Securities of such series may be surrendered
in exchange therefor without charge at each office or agency to be maintained by
the Issuer for that  purpose  pursuant to Section  3.2,  and the  Trustee  shall
authenticate  and make  available  for delivery in exchange  for such  temporary
Securities  of such  series a like  aggregate  principal  amount  of  definitive
Securities  of the same  series  of  authorized  denominations  having  the same
interest rate,  maturity and redemption  and repayment  provisions,  and bearing
interest from the same date as such  temporary  Securities.  Until so exchanged,
the  temporary  Securities  of any series shall be entitled to the same benefits
under this Indenture as definitive  Securities of the same series  authenticated
and delivered hereunder.

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

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

                              Notice of Conversion

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

Dated:

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

Title of Securities:

                                      -27-
<PAGE>

Certificate Number(s)
(if applicable):

Aggregate Principal Amount
Represented:<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.

---------------
<F1> Unless  otherwise  specified,  a Holder will be deemed to be converting the
     entire principal amount ofthe Securities delivered.

<F2> Certificate  registered  in the name of the  Holder  willbe  issued  in the
     principal  amount  of  the  Securities  not  converted,   unless  otherwise
     provided.

                                      -28-
<PAGE>

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

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

          (a) that it will hold all sums  received  by it as such  agent for the
     payment of the principal of or interest,  if any, on the Securities of such
     series  (whether  such sums  have  been paid to it by the  Issuer or by any
     other obligor on the Securities of such series) in trust for the benefit of
     the Persons  entitled thereto until such sums shall be paid to such Persons
     or otherwise disposed of as herein provided,

          (b) that it will give the Trustee  notice of any default by the Issuer
     (or by any other  obligor  on the  Securities  of such  series) to make any
     payment of the principal of or interest,  if any, on the Securities of such
     series when the same shall be due and payable, and

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

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

                                      -29-
<PAGE>

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

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

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

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

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

          SECTION 3.6 Reports. Each of the Issuer and the Guarantor shall comply
with the provisions of ss. 314(a) of the Trust Indenture Act of 1939. The Issuer
shall file with the Trustee  within 45 days after the Issuer files them with the
Commission,  copies of its annual report and of the  information,  documents and
other  reports  (or  copies  of such  portions  of any of the  foregoing  as the
Commission may by rules and regulations  prescribe) which the Issuer is required
to file with the  Commission  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934, as amended.

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

          SECTION 3.7 Compliance Certificates. (a) On or before April 15 in each
year  (commencing  with the  first  April  15  which  is not  less  than 60 days
following  the first date of issuance  of  Securities  of any series  under this
Indenture),  each of the Issuer and the  Guarantor  will file with the Trustee a
brief  certificate,   signed  by  its  principal  executive  officer,  principal
financial officer, or principal  accounting officer,  stating whether or not the
signer  has   knowledge

                                      -30-
<PAGE>

of any default by the Issuer or the Guarantor,  respectively, in the performance
or  fulfillment  of any  covenant,  agreement,  or  condition  contained in this
Indenture,  and,  if so,  specifying  each such  default of which the signer has
knowledge,  the nature thereof,  and what action,  if any, has been taken and is
proposed to be taken to cure such default. For purposes of this paragraph,  such
compliance  shall  be  determined  without  regard  to any  period  of  grace or
requirement of notice provided under this Indenture.

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

                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

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

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

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

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

          (d) failure on the part of the Issuer or the Guarantor duly to observe
     or perform  any other of the  covenants  or  agreements  on the part of the
     Issuer or the  Guarantor,  as the case may be, in respect of the Securities
     of such  series  contained  in this  Indenture  (other  than a covenant  or
     agreement  in respect  of the  Securities  of such  series a default in the
     performance  of which or a breach  of which is  elsewhere  in this  Section
     specifically  addressed),  and  continuance of such default or breach for a
     period of 90 days after there has been given,  by  registered  or certified
     mail, to the Issuer and the Guarantor by the Trustee or to the Issuer,  the
     Guarantor  and the  Trustee  by the  Holders  of at least 25% in  principal
     amount of the  Outstanding  Securities  of such  series,  a written  notice
     specifying  such  default or breach and  requiring  it to be  remedied  and
     stating that such notice is a "Notice of Default" hereunder; or

                                      -31-
<PAGE>

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

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

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

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

          The foregoing  provisions,  however, are subject to the condition that
if, at any time after the principal  (or, if the  Securities  are Original Issue
Discount  Securities,  such portion of the  principal as may be specified in the
terms  thereof or if so provided  pursuant to Section 2.6 for  Securities of any
series, such other amount as is specified pursuant thereto) of the Securities of
any series shall have been so declared due and payable,  and before any judgment
or decree for the payment of the monies due shall have been  obtained or entered
as hereinafter provided,

          (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

                                      -32-
<PAGE>

     principal  and, to the extent that payment of such interest is  enforceable
     under applicable law, on overdue  installments of interest,  if any, at the
     Overdue  Rate  applicable  to such  series to the date of such  payment  or
     deposit),  and all amounts payable to the Trustee  pursuant to Section 5.5,
     and

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

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

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

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

          SECTION  4.2 Payment of  Securities  on Default;  Suit  Therefor.  The
Issuer  covenants that (a) in case a default shall be made in the payment of any
installment  of interest on any of the Securities of any series as and when such
interest  shall  have  become  due and  payable,  and such  default  shall  have
continued  for a period of 30 days or (b) in case a default shall be 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

                                  -33-
<PAGE>

the terms of the  Securities of any series -- then,  upon demand of the Trustee,
the  Issuer  will pay to the  Trustee  for the  benefit  of the  Holders  of the
Securities  of  such  series  the  whole  amount  then  due and  payable  on all
Securities of such series for principal and interest, if any, as the case may be
(with  interest to the date of such payment upon the overdue  principal  and, to
the extent that payment of such interest is enforceable under applicable law, on
overdue  installments  of interest,  if any, at the Overdue Rate  applicable  to
Securities  of such series);  and in addition  thereto,  such further  amount as
shall be  sufficient  to cover the costs and  expenses  of  collection,  and any
further amounts payable to the Trustee pursuant to Section 5.5.

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

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

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

          (a) to file and  prove a claim  or  claims  for the  whole  amount  of
     principal  (or, if the Securities of any series are Original Issue Discount
     Securities or if the  Securities of any series provide that an amount other
     than the face thereof will or may be payable upon maturity  thereof or upon
     a  declaration  of  acceleration  thereof,  such  amount  as may be due and
     payable with respect to such series pursuant to a declaration in accordance
     with Section 4.1) and interest,  if any, owing and unpaid in respect of the
     Securities of any series, and, in case of any judicial proceedings, to file
     such proofs of claim and other  papers or  documents as may be necessary or
     advisable in order to have the claims of the Trustee  (including  any claim
     for any amounts payable to the Trustee  pursuant to Section 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,

                                      -34-
<PAGE>

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

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

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

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

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

          SECTION 4.3 Application of Monies Collected by Trustee. Subject to the
provisions of Article Eleven and Article Thirteen  hereof,  any monies collected
by the Trustee  pursuant to this Article shall be applied in the following order
at the date or dates fixed by the Trustee  and, in the case of  distribution  of
such  monies on account of  principal  or  interest,  upon  presentation  of the
several  Securities in respect of which monies have been  collected and stamping
(or  otherwise  noting)  thereon the payment,  or issuing  Securities in reduced
principal  amounts in exchange for the presented  Securities of like series (or,
in the case of Securities  of a 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;

                                      -35-
<PAGE>

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

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

          FOURTH: To the payment of the remainder,  if any, to the Issuer or, to
     the  extent  that  such  monies  were  provided  by the  Guarantor,  to the
     Guarantor, or their respective successors and assigns.

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

          SECTION 4.5  Restoration of Rights on Abandonment of  Proceedings.  In
case the Trustee shall have  proceeded to enforce any right under this Indenture
and such proceedings  shall have been  discontinued or abandoned for any reason,
or shall have been determined  adversely to the Trustee,  then and in every such
case the Issuer,  the Guarantor,  the Trustee and the  Securityholders  shall be
restored  respectively to their former positions and rights  hereunder,  and all
rights,  remedies and powers of the Issuer,  the Guarantor,  the Trustee and the
Securityholders shall continue as though no such proceedings had been taken.

          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

                                      -36-
<PAGE>

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

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

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

          SECTION 4.8 Control by Securityholders. The Holders of not less than a
majority in aggregate principal amount of the Securities of each series affected
at the time  Outstanding  (with each such series  voting  separately as a class)
shall have the right to direct  the time,  method  and place of  conducting  any
proceeding for any remedy  available to the Trustee,  or exercising any trust or
power  conferred on the Trustee by this  Indenture with respect to Securities of
such series.  Notwithstanding  any of the foregoing,  no such direction shall be
otherwise  than in accordance  with law and the provisions of this Indenture and
(subject to the  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

                                      -37-
<PAGE>

any other series, or if the Trustee in good faith by its board of directors, the
executive committee or a trust committee of directors or Responsible Officers of
the Trustee shall  determine  that the action or  proceedings  so directed would
involve the Trustee in personal liability.

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

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

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

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

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

          (a) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of  Default,  and in the absence of bad
     faith on its part,  the Trustee may  conclusively  rely, as to the truth of
     the statements and the correctness of the opinions expressed therein,  upon
     certificates  or opinions  furnished to the Trustee and  conforming  to the
     requirements of this Indenture; but in the case of any such certificates or
     opinions  which by any  provision  hereof are  specifically  required to be
     furnished to the Trustee,  the Trustee shall be under a duty to examine the
     same to determine  whether or not they conform to the  requirements of this
     Indenture (but need not confirm or investigate the accuracy of mathematical
     calculations or other facts stated therein);

          (b) any  request,  direction,  order or demand of the  Issuer  and the
     Guarantor mentioned herein shall be sufficiently  evidenced by an Officers'
     Certificate   (unless   other   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;

                                      -38-
<PAGE>

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

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

          (e) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default,  the  Trustee  shall not be
     bound to make any  investigation  into the facts or  matters  stated in any
     resolution,  certificate,  statement,  instrument, opinion, report, notice,
     request,   consent,  order,  bond,  debenture,   note,  other  evidence  of
     indebtedness or other paper or document  unless  requested in writing so to
     do by the Holders of not less than a majority in aggregate principal amount
     of the Securities of any series affected then Outstanding, but the Trustee,
     in its discretion, may make such further inquiry or investigation into such
     facts or matters as it may see fit, and, if the Trustee shall  determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books,  records and premises of the Company,  personally or by agent or
     attorney at the sole cost of the Company  and shall incur no  liability  or
     additional   liability   of  any  kind  by  reason  of  such   inquiry   or
     investigation;  provided that, if the payment  within a reasonable  time to
     the Trustee of the costs,  expenses or liabilities likely to be incurred by
     it in the making of such  investigation  is, in the opinion of the Trustee,
     not reasonably assured to the Trustee by the security afforded to it by the
     terms of this  Indenture,  the  Trustee may  require  reasonable  indemnity
     satisfactory  to it against such expenses or  liabilities as a condition to
     proceeding;  and the reasonable  expenses of every such investigation shall
     be paid by the Issuer or, if paid by the Trustee,  shall be promptly repaid
     by the Issuer upon demand;

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

          (g) the Trustee may conclusively  rely and shall be fully protected in
     acting  or  refraining  from  acting  upon  any  resolution,   certificate,
     statement,   instrument,   opinion,  report,  notice,  request,  direction,
     consent,  order, bond,  debenture,  note, other evidence of indebtedness or
     other  paper or  document  (whether  in its  original  or  facsimile  form)
     believed by it to be genuine and to have been  signed or  presented  by the
     proper party or parties;

          (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;

                                      -39-
<PAGE>

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

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

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

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

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

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

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

          SECTION 5.3 Trustee and Agents May Hold Securities. The Trustee or any
agent of the Issuer,  the  Guarantor or the Trustee,  in its  individual  or any
other  capacity,  may 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

                                      -40-
<PAGE>

from the Issuer and the Guarantor  with the same rights it would have if it were
not the Trustee or such agent.

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

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

          When the Trustee  incurs  expenses or renders  services in  connection
with an Event of Default  specified  in Section  4.1(e) or Section  4.1(f),  the
expenses  (including  the  reasonable  fees and expenses of its counsel) and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration  under any applicable Federal or state bankruptcy,  insolvency or
other similar law.

                                      -41-
<PAGE>

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

          SECTION 5.7  Eligibility  of  Trustee.  The Trustee for each series of
Securities hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act of 1939,  having a combined  capital and
surplus of at least  U.S.$50,000,000.  If such corporation  publishes reports of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section,  the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 5.8.

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

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

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

          (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

                                      -42-
<PAGE>

     Trustee or of its property shall be appointed,  or any public officer shall
     take charge or control of the Trustee or of its property or affairs for the
     purpose of rehabilitation, conservation or liquidation;

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

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Securities  of any  series at the time  Outstanding  may at any time  remove the
Trustee  with  respect to  Securities  of such  series and  appoint a  successor
trustee  with  respect to the  Securities  of such series by  delivering  to the
Trustee so removed,  to the successor trustee so appointed and to the Issuer and
the  Guarantor  the  evidence  provided for in Section 6.1 of the action in that
regard taken by the Securityholders.

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

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

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

                                      -43-
<PAGE>

successor trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the  provisions of Section
5.5.

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

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

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

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

          In case at the time such successor to the Trustee shall succeed to the
trusts  created by this Indenture any of the Securities of any series shall have
been  authenticated  but not  delivered,  any such  successor  to the Trustee by
merger,  conversion or consolidation may adopt the certificate of authentication
of any predecessor Trustee and deliver such Securities so authenticated; and, in
case at that  time any of the  Securities  of any  series  shall  not have  been
authenticated,  any successor to the Trustee may  authenticate  such  Securities
either in the name of 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

                                      -44-
<PAGE>

such certificate  shall have the full force which the certificate of the Trustee
shall have as  provided  anywhere  in the  Securities  of such series or in this
Indenture.

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

                                  ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

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

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have taken any action (including
the  making of any demand or  request),  the  giving of any  notice,  consent or
waiver (or the taking of any other action)  hereunder and in determining  voting
rights  of any  Holder  of a  Security  hereunder  (i) the  principal  amount of
Original Issue Discount  Securities  that shall be deemed to be Outstanding  for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such  determination upon a declaration of acceleration
of the maturity  thereof pursuant to Section 4.1, (ii) in the case of Securities
which  provide that an amount other than the face amount  thereof will or may be
payable upon the maturity  thereof or upon a declaration of  acceleration of the
maturity  thereof,  the principal amount of such Securities that shall be deemed
to be  Outstanding  for such purposes  shall be the amount that would be due and
payable in respect of such Securities as of the date of such  determination upon
a declaration of acceleration 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

                                      -45-
<PAGE>

currencies or in a composite currency (the "Specified Currency") shall be deemed
to be that amount of U.S.  dollars  which  could have been  obtained by the face
amount of such Specified  Currency at the Market  Exchange Rate. For purposes of
this Section 6.1, "Market Exchange Rate" means, unless otherwise specified for a
Specified Currency with respect to any series of Securities  pursuant to Section
2.6, the noon U.S.  dollar  buying rate in New York City for cable  transfers of
the Specified Currency published by the Federal Reserve Bank of New York.

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

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

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

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

          SECTION  6.3  Holders  to  Be  Treated  as  Owners.  The  Issuer,  the
Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee
may deem and treat the Person in whose name any Security  shall be registered in
the Register for such series as the absolute owner of such Security  (whether or
not such Security shall be overdue and notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving  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

                                      -46-
<PAGE>

Guarantor,  the Trustee or any agent of the Issuer, the Guarantor or the Trustee
shall be affected by any notice to the  contrary.  All such  payments so made to
any such Person,  or upon his order,  shall be valid,  and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for monies
payable upon any such Security.

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

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

                                      -47-
<PAGE>

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

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

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

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

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

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

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

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

                                      -48-
<PAGE>

meeting and may call such meeting to take any action  authorized in Section 6.6,
by mailing notice thereof as provided in Section 6.7.

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

          SECTION 6.10 Quorum;  Adjourned Meetings. The Persons entitled to vote
a majority in  aggregate  principal  amount of the  Securities  of the  relevant
series at the time Outstanding  shall constitute a quorum for the transaction of
all business  specified in Section 6.6. No business  shall be  transacted in the
absence of a quorum  (determined  as  provided  in this  Section  6.10).  In the
absence of a quorum  within 30  minutes  after the time  appointed  for any such
meeting,  the  meeting  shall,  if  convened  at the  request of the  Holders of
Securities  (as provided in Section 6.8),  be  dissolved.  In any other case the
meeting  shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting,  such adjourned  meeting shall be further adjourned for a period of not
less than ten days as determined  by the chairman of the meeting.  Notice of the
reconvening of any adjourned  meeting shall be given as provided in Section 6.7,
except that such notice must be mailed not less than five days prior to the date
on which the meeting is scheduled to be reconvened.

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

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

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

          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

                                      -49-
<PAGE>

U.S.$1,000 (or if any  Securities are  denominated in a currency other than U.S.
dollars or in units of currencies or in a composite currency,  the equivalent of
U.S.$1,000 in the applicable currency, units of currencies or composite currency
calculated  using the Market Exchange Rate) principal  amount (or in the case of
Original Issue Discount  Securities or, in the case of Securities  which provide
that an amount  other than the face amount  thereof  will or may be payable upon
the  maturity  thereof or upon a  declaration  of  acceleration  of the maturity
thereof, such principal amount to be determined as provided in the definition of
"Outstanding"  in Section 1.1) of such  Securities  held or  represented by him;
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any such  Security  challenged  as not  Outstanding  and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote  other  than by virtue of such  Securities  held by him or
instruments in writing as aforesaid duly  designating  him as the Person to vote
on behalf of other such  Securityholders.  Any meeting of Holders of  Securities
with respect to which a meeting was duly called  pursuant to the  provisions  of
Section  6.7 or 6.8 may be  adjourned  from  time to  time by the  Holders  of a
majority of the principal amount of the Outstanding Securities present,  whether
or not  constituting  a  quorum,  and the  meeting  may be held as so  adjourned
without further notice.

          SECTION 6.12  Voting.  The vote upon any  resolution  submitted to any
meeting of Holders of  Securities  with  respect to which such  meeting is being
held shall be by written  ballots on which shall be subscribed the signatures of
such  Holders  of  Securities  or of  their  representatives  by  proxy  and the
principal  amount (in the case of Original Issue Discount  Securities or, in the
case of  Securities  which  provide  that an amount  other than the face  amount
thereof will or may be payable upon the maturity  thereof or upon a  declaration
of acceleration of the maturity thereof,  such principal amount to be determined
as provided in the  definition  of  "Outstanding"  in Section 1.1) and number or
numbers or other  distinguishing  symbol or symbols of such  Securities  held or
represented  by them.  The  permanent  chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any  resolution  and who shall make and file with the  secretary  of the meeting
their verified written reports in duplicate of all votes cast at the meeting.  A
record in duplicate of the proceedings of each meeting of Securityholders  shall
be prepared by the  secretary of the meeting and there shall be attached to said
record the  original  reports of the  inspectors  of votes on any vote by ballot
taken  thereat and  affidavits  by one or more persons  having  knowledge of the
facts  setting  forth a copy of the notice of the meeting and showing  that said
notice  was  mailed as  provided  in  Section  6.7.  The  record  shall show the
principal  amount of the  Securities  (in the case of  Original  Issue  Discount
Securities or, in the case of Securities which provide that an amount other than
the face amount thereof will or may be payable upon the maturity thereof or upon
a declaration of acceleration of the maturity thereof,  such principal amount to
be determined as provided in the  definition  of  "Outstanding"  in Section 1.1)
voting in favor of or against  any  resolution.  The record  shall be signed and
verified by the  affidavits  of the  permanent  chairman  and  secretary  of the
meeting and one of the duplicates shall be delivered to the Issuer and the other
to the  Trustee to be  preserved  by the  Trustee,  the latter to have  attached
thereto the ballots voted at the meeting.

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

          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

                                      -50-
<PAGE>

Securityholders  of any or all  series  or any  rights  expressly  or  impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any  right  or  rights  conferred  upon or  reserved  to the  Trustee  or to the
Securityholders  of any or all such series under any of the  provisions  of this
Indenture or of the Securities.

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

                                 ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

                                      -51-
<PAGE>

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

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

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

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

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

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

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

          SECTION 7.2 Supplemental  Indentures With Consent of  Securityholders.
With the consent  (evidenced  as provided in Article  Six) of the Holders of not
less than a majority in  aggregate  principal  amount of the  Securities  of all
series  affected by such  supplemental  indenture  (all such series  voting as a
single class) at the time Outstanding,  the Issuer and the Guarantor,  each when
authorized  by, or pursuant to a  Resolution,  and the Trustee may, from time to
time and at any time, enter into an indenture or indentures  supplemental hereto
(which shall conform to the provisions of the Trust  Indenture Act of 1939 as in
force at the date of execution 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

                                      -52-
<PAGE>

manner the rights and  obligations  of the Issuer or the Guarantor or the rights
of the Holders of the  Securities  of all such  series;  provided,  that no such
supplemental  indenture shall (a) extend the fixed maturity of any Security,  or
reduce the principal  amount  thereof,  or reduce the rate or extend the time of
payment of  interest  thereon,  or reduce any amount  payable on  redemption  or
reduce the  Overdue  Rate  thereof  or make the  principal  thereof or  interest
thereon payable in any coin or currency other than that provided in the Security
or reduce the amount of the principal of an Original Issue Discount Security (or
a Security that provides that an amount other than the face amount  thereof will
or may be payable upon a declaration of  acceleration  of the maturity  thereof)
that would be due and  payable  upon an  acceleration  of the  maturity  thereof
pursuant to Section 4.1 or the amount thereof provable in bankruptcy pursuant to
Section  4.2,  or  impair,  if the  Securities  provide  therefor,  any right of
repayment  at the  option  of the  Securityholder,  or  impair  the right of any
holders of Securities of a series entitled to the conversion rights set forth in
Article  Twelve to  receive  securities  upon the  exercise  of such  conversion
rights,  without the consent of the Holder of each Security so affected,  or (b)
reduce the  aforesaid  percentage  of  Securities  the consent of the Holders of
which is required for any such  supplemental  indenture,  without the consent of
the Holders of each Security so affected or (c) modify any of the  provisions of
Article  Eleven or Article  Thirteen  in a manner  adverse to the Holders of the
Securities.

          A supplemental  indenture  which changes or eliminates any covenant or
other  provision of this Indenture  which has expressly been included solely for
the benefit of one or more  particular  series of Securities,  or which modifies
the rights of the  Securityholders  of such series with respect to such covenant
or provision,  shall be deemed not to affect the rights under this  Indenture of
the  Securityholders  of any other  series.  The preceding  sentence  shall not,
however,  raise  any  inference  as to  whether  or not a  particular  series is
affected by any supplemental indenture not referred to in such sentence.

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

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

          Promptly  after the  execution by the Issuer,  the  Guarantor  and the
Trustee of any supplemental indenture pursuant to the provisions of this Section
7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each
series affected thereby at their addresses as they shall appear in the Register,
setting forth in general terms the substance of such

                                      -53-
<PAGE>

supplemental  indenture.  Any failure of the Issuer to mail such notice,  or any
defect therein,  shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

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

          SECTION 7.4 Certain  Documents  to Be Given to Trustee.  The  Trustee,
subject to the  requirements of the Trust Indenture Act of 1939 and Section 5.1,
may receive an  Officers'  Certificate  and an Opinion of Counsel as  conclusive
evidence that any supplemental indenture executed pursuant to this Article Seven
complies with the requirements of this Article Seven.

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

                                  ARTICLE EIGHT

                               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

                                      -54-
<PAGE>

merger or consolidation, or such sale, conveyance or lease, be in default in the
performance of any such covenant or condition.

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

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

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

                                      -55-
<PAGE>

in the manner  described  in this  Article  Eight shall be  discharged  from all
obligations  and covenants  under this  Indenture and the  Securities and may be
dissolved and liquidated.

          (c) In the case of a successor entity to the Guarantor, such successor
entity thereupon may cause to be signed, and may issue in its own name or in the
name of Newmont  USA  Limited  the  Guaranty  with  respect to any or all of the
Securities  issuable  hereunder which  theretofore shall not have been signed by
the  Guarantor  and  delivered  to the  Trustee;  and,  upon  the  order of such
successor  entity  instead  of the  Guarantor  and  subject  to all  the  terms,
conditions  and  limitations  in this  Indenture  prescribed,  the Trustee shall
authenticate  and shall deliver any Securities on which the Guaranty is endorsed
which  previously  shall  have been  signed and  delivered  by an officer of the
Guarantor to the Trustee for  authentication,  and any  Securities  on which the
Guaranty is endorsed which such successor  entity  thereafter  shall cause to be
signed and  delivered to the Trustee for that  purpose.  Any such  Guaranty with
respect to  Securities  of any series shall in all respects  have the same legal
rank and benefit under this Indenture as the Guaranty with respect to Securities
of the same series theretofore or thereafter issued in accordance with the terms
of this  Indenture as though all of such  Securities had been issued at the date
of the execution hereof.  In the event of any such sale or conveyance,  referred
to in Section 8.1, but not any lease referred to in such Section,  the Guarantor
or any successor  entity which shall  theretofore have become such in the manner
described in this Article Eight shall be  discharged  from all  obligations  and
covenants  under  this  Indenture  and the  Guaranty  and may be  dissolved  and
liquidated.

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

                                  ARTICLE NINE

                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONIES

          SECTION 9.1  Satisfaction  and Discharge of Indenture.  If at any time
(a) the  Issuer  or the  Guarantor  shall  have  paid or  caused  to be paid the
principal  of and  interest  on all  the  Securities  of any  particular  series
Outstanding hereunder (other than Securities which have been mutilated, defaced,
destroyed,  lost or stolen and which have been  replaced  or paid as provided in
Section 2.13 or in lieu of or in substitution  for which other  Securities shall
have been  authenticated  and  delivered) as and when the same shall have become
due and payable,  or (b) the Issuer or the Guarantor shall have delivered to the
Trustee for cancellation all Securities of such series theretofore authenticated
(other  than any  Securities  of such series  which  shall have been  mutilated,
defaced, destroyed, lost or stolen and which shall have been replaced or paid as
provided  in  Section  2.13 or in lieu of or in  substitution  for  which  other
Securities  shall have been  authenticated  and delivered)  and not  theretofore
cancelled, or (c)(i) all the Securities of such series not theretofore cancelled
or delivered to the Trustee for cancellation  shall have become due and payable,
or are by their  terms to become  due and  payable  within one year or are to be
called for redemption  within one year under  arrangements  satisfactory  to the
Trustee  for the

                                      -56-
<PAGE>

giving of notice of redemption,  and (ii) the Issuer or the Guarantor shall have
irrevocably  deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than monies repaid by the Trustee or any paying
agent to the Issuer or the Guarantor in accordance  with Section 9.4) sufficient
to pay at  maturity  or  upon  redemption  all  Securities  of such  series  not
theretofore delivered to the Trustee for cancellation (other than any Securities
of such series  which shall have been  mutilated,  defaced,  destroyed,  lost or
stolen  which have been  replaced or paid as provided in Section 2.13 or in lieu
of or in substitution for which other  Securities shall have been  authenticated
and delivered),  including principal and interest,  if any, due or to become due
to such date of maturity or the date fixed for  redemption,  as the case may be,
and if, in any such case, the Issuer or the Guarantor shall also pay or cause to
be paid all other sums  payable  hereunder by the Issuer or the  Guarantor  with
respect to Securities of such series,  then this Indenture  shall cease to be of
further  effect with  respect to  Securities  of such  series  (except as to (i)
rights of  registration  of transfer and  exchange,  and the  Issuer's  right of
optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen  Securities,  (iii)  rights of  Securityholders  to receive  payments  of
principal  thereof and interest,  if any,  thereon,  and remaining rights of the
Securityholders  to receive  mandatory  sinking fund payments,  if any, (iv) the
rights,  obligations  and  immunities  of the Trustee  hereunder,  including its
rights under Section 5.5, (v) the rights of the  Securityholders  of such series
as  beneficiaries  hereof with  respect to the  property so  deposited  with the
Trustee  payable  to  all or any of  them  and  (vi)  the  rights,  if  any,  of
Securityholders to convert such Securities),  and the Trustee,  on demand of the
Issuer accompanied by an Officers'  Certificate and an Opinion of Counsel and at
the  cost  and  expense  of  the  Issuer,   shall  execute  proper   instruments
acknowledging  such  satisfaction of and discharging this Indenture with respect
to such series.

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

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

          SECTION  9.4  Return  of  Monies  Held by  Trustee  and  Paying  Agent
Unclaimed for Two Years. Any monies deposited with or paid to the Trustee or any
paying agent for the payment of the  principal  of or  interest,  if any, on any
Security  of any series and not applied but  remaining  unclaimed  for two years
after the date upon which such principal or interest,  as the case may be, shall
have become due and payable,  shall,  upon the written  request

                                      -57-
<PAGE>

of the  Issuer or the  Guarantor  and unless  otherwise  required  by  mandatory
provisions  of  applicable  escheat or abandoned or unclaimed  property  law, be
repaid to the Issuer or, to the extent that such monies  were  deposited  by it,
the  Guarantor,  by the Trustee for such  series or such paying  agent,  and the
Holder of such  Security  of such series  shall,  unless  otherwise  required by
mandatory  provisions of applicable  escheat or abandoned or unclaimed  property
laws,  thereafter  look only to the Issuer for any payment which such Holder may
be entitled to collect.

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

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

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

          (a) The Issuer or the Guarantor, as the case may be, shall irrevocably
     have  deposited  or caused to be  deposited  with the  Trustee  (or another
     trustee  satisfying  the  requirements  of Section  5.7 who shall  agree to
     comply with the provisions of this Article Nine  applicable to it) as trust
     funds  in  trust  for  the  purpose  of  making  the  following   payments,
     specifically  pledged as security for, and dedicated solely to, the benefit
     of the  Holders of such  Securities,  (A) money in an  amount,  or (B) U.S.
     Government Obligations which through the scheduled payment of principal and
     interest in respect  thereof in  accordance  with their terms will provide,
     not later  than one day  before  the due date of any  payment,  money in an
     amount,  or (C) a  combination  thereof,  sufficient,  in the

                                      -58-
<PAGE>

     opinion of a nationally  recognized firm of independent  public accountants
     expressed in a written  certification  thereof delivered to the Trustee, to
     pay and  discharge,  and which  shall be applied by the  Trustee  (or other
     qualifying  trustee) to pay and  discharge,  (i) the  principal of and each
     installment of principal of and interest on the  Outstanding  Securities of
     such series on the stated  maturity of such  principal  or  installment  of
     principal  or interest  and (ii) any  mandatory  sinking  fund  payments or
     analogous payments applicable to the Outstanding  Securities of such series
     on the day on which such  payments are due and payable in  accordance  with
     the terms of this Indenture and of such Securities. For this purpose, "U.S.
     Government Obligations" means securities that are (x) direct obligations of
     the United  States of America  for the  payment of which its full faith and
     credit is pledged or (y)  obligations of a Person  controlled or supervised
     by and  acting as an  agency or  instrumentality  of the  United  States of
     America the payment of which is unconditionally  guaranteed as a full faith
     and credit  obligation  by the United States of America,  which,  in either
     case,  are not callable or redeemable at the option of the issuer  thereof,
     and shall also include a depository receipt issued by a bank (as defined in
     Section  3(a)(2) of the  Securities  Act) as custodian  with respect to any
     such U.S.  Government  Obligation or a specific  payment of principal of or
     interest on any such U.S. Government  Obligation held by such custodian for
     the  account  of the  Holder of such  depository  receipt,  provided,  that
     (except as required by law) such  custodian is not  authorized  to make any
     deduction from the amount payable to the Holder of such depository  receipt
     from any amount received by the custodian in respect of the U.S. Government
     Obligation or the specific  payment of principal of or interest on the U.S.
     Government Obligation evidenced by such depository receipt.

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

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

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

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

          (f) The Issuer or the Guarantor shall have delivered to the Trustee an
     Opinion  of Counsel  (who may be  counsel  to the Issuer or the  Guarantor)
     stating that (x) the Issuer or the  Guarantor  has received  from, or there
     has been published by, the Internal Revenue Service a ruling,  or (y) since
     the  date of this  Indenture  there  has been a  change  in the  applicable
     Federal  income  tax law,  in either  case to the  effect  that,  and based
     thereon such opinion  shall confirm  that,  the Holders of the  Outstanding
     Securities  of such  series  will not  recognize  income,  gain or loss for
     Federal  income tax  purposes  as a result of such  defeasance  and will be
     subject to Federal  income tax on the same amounts,  in the

                                      -59-
<PAGE>

     same  manner  and at the same  times as  would  have  been the case if such
     defeasance had not occurred.

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

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

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

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

                                  ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

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

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

                                      -60-
<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

                                      -61-
<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
Twelve  which shall cease at the close of  business  on the third  Business  Day
prior to the date fixed for redemption or on such earlier day, if any, specified
pursuant to Section 2.6 for such Securities), and the Holders of such Securities
shall have no right in respect  of such  Securities  except the right to receive
the  redemption  price  thereof  and  unpaid  interest  to the  date  fixed  for
redemption.  On  presentation  and  surrender of such  Securities  at a place of
payment  specified in said notice,  said  Securities or the  specified  portions
thereof  shall be paid and redeemed by the Issuer at the  applicable  redemption
price,  together with interest accrued thereon to the date fixed for redemption;
provided, that if the date fixed for redemption is an interest payment date, the
interest  due on that date shall be payable  to the  Holders of such  Securities
registered as such on the relevant record date according to their terms.

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

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

                                      -62-
<PAGE>

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

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

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

          On or before the sixtieth day next preceding each sinking fund payment
date for any series of  Securities,  the Issuer  will  deliver to the  Trustee a
certificate of the Issuer (which need not contain the statements required by the
Trust  Indenture  Act of 1939)  signed by an officer of the Issuer who is one of
the officers  authorized to sign an Officers'  Certificate  (a)  specifying  the
portion,  if any, of the  mandatory  sinking  fund  payment to be  satisfied  by
payment of cash and the portion, if any, to be satisfied by credit of Securities
of such series, (b) stating that none of such Securities has theretofore been so
credited,  (c) stating  that no Event of Default with respect to such series has
occurred  (which has not been waived or cured) and is continuing and (d) stating
whether or not the  Issuer  intends to  exercise  its right to make an  optional
sinking  fund payment  with  respect to such series and, if so,  specifying  the
amount of such optional  sinking fund payment which the Issuer intends to pay on
or before the next succeeding  sinking fund payment date. Any Securities of such
series to be credited  and  required to be delivered to the Trustee in order for
the  Issuer to be  entitled  to credit  therefor  as  aforesaid  which  have not
theretofore  been  delivered to the Trustee shall be delivered for  cancellation
pursuant to Section 2.14 to the Trustee with such certificate.  Such certificate
shall be irrevocable and upon its receipt by

                                      -63-
<PAGE>

the Trustee the Issuer shall become  obligated to make all the cash  payments or
payments  therein  referred  to, if any (which  cash may be  deposited  with the
Trustee or with one or more paying agents or, if the Issuer is acting as its own
paying agent,  segregated  and held in trust as required by the Trust  Indenture
Act of 1939),  on or before  the next  succeeding  sinking  fund  payment  date.
Failure of the  Issuer,  on or before any such  sixtieth  day,  to deliver  such
certificate  and  Securities  specified  in this  paragraph,  if any,  shall not
constitute  a  default  but  shall  constitute,  on and  as of  such  date,  the
irrevocable  election of the Issuer (i) that the mandatory  sinking fund payment
for such series due on the next  succeeding  sinking  fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

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

          The Trustee shall select,  in the manner provided in Section 10.2, for
redemption  on such sinking fund payment  date,  Securities  of such series with
respect to which cash payment of the applicable  sinking fund  redemption  price
will be made and shall (if requested in writing by the Issuer) inform the Issuer
of the serial numbers or other distinguishing  symbols of the Securities of such
series (or portions  thereof) so selected.  If the Trustee  shall be required to
select  Securities  of any  series  for the  sinking  fund and is not  acting as
repository  of the  Register  for such  series,  at  least 60 days  prior to the
sinking fund payment date the Issuer shall furnish to the Trustee a current list
of all Outstanding Securities of such series. Securities of any series which are
(a)  owned by the  Issuer,  the  Guarantor  or an entity  actually  known by the
Trustee to be directly  or  indirectly  controlling  or  controlled  by or under
direct or indirect common control with

                                      -64-
<PAGE>

the  Issuer or the  Guarantor,  as shown by the  Register,  and not known to the
Trustee to have been pledged or hypothecated by the Issuer, the Guarantor or any
such entity or (b) identified in an Officers' Certificate at least 60 days prior
to the sinking fund payment date as being beneficially owned by, and not pledged
or  hypothecated  by,  the  Issuer,  the  Guarantor  or an  entity  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Issuer or the Guarantor,  shall be excluded from  Securities of
such series eligible for selection for redemption.  The Trustee, in the name and
at the expense of the Issuer (or the  Issuer,  if it shall so notify the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially  the manner provided in Section 10.2,  except that the
notice of redemption  shall also state that the Securities are being redeemed by
operation of the sinking fund (and with the effect provided in Section 10.3) for
the redemption of Securities of such series which, if applicable,  is in part at
the option of the Issuer.

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

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

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

                                      -65-
<PAGE>

default or Event of Default  cured on or before the sixtieth day  preceding  the
sinking fund payment date in any year,  such monies shall  thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
10.5 to the redemption of such Securities.

          SECTION 10.6  Conversion  Arrangement  on Call for  Redemption.  If in
connection with any redemption of Securities of any series with respect to which
the  Holders  have the right to convert  such  Securities  into shares of Common
Stock, the Holders thereof do not elect to convert such  Securities,  the Issuer
may arrange for the purchase and  conversion of such  Securities by an agreement
with one or more investment  banking firms or other  purchasers to purchase such
Securities by paying to the Trustee in trust for the Holders, not later than the
close of  business  on the  third  Business  Day  prior to the  date  fixed  for
redemption,  an amount not less than the applicable  redemption price,  together
with  interest  accrued to the date fixed for  redemption,  of such  Securities.
Notwithstanding  anything to the  contrary  contained  in this  Article Ten, the
obligation  of the  Issuer  to pay the  redemption  price  of  such  Securities,
together with interest accrued to the date fixed for redemption, shall be deemed
to be  satisfied  and  discharged  to the extent  such amount is so paid by such
purchasers  to the Trustee in trust for the  Holders.  If such an  agreement  is
made, any Securities not duly  surrendered for conversion by the Holders thereof
may, at the option of the Issuer,  be deemed, to the fullest extent permitted by
law,  to  have  been  acquired  by  such   purchasers   from  such  Holders  and
(notwithstanding   anything  to  the  contrary   contained  in  Article  Twelve)
surrendered by such  purchasers for conversion,  all as of immediately  prior to
the close of  business  on the third  Business  Day prior to the date  fixed for
redemption, subject to payment by the purchasers as specified above. The Trustee
shall hold and  dispose of any such  amount  paid to it in the same manner as it
would monies  deposited  with it by the Issuer for the redemption of Securities.
Without the Trustee's prior written consent,  no arrangement  between the Issuer
and such  purchasers  for the purchase and  conversion of any  Securities  shall
increase or  otherwise  affect any of the powers,  duties,  responsibilities  or
obligations of the Trustee as set forth in this Indenture, and the Issuer agrees
to indemnify the Trustee from, and hold it harmless  against,  any and all loss,
liability,  claim,  damage or expense  arising out of or in connection  with any
such  arrangement for the purchase and conversion of any Securities  between the
Issuer and such  purchasers,  including  the costs and expenses  incurred by the
Trustee  and its counsel in the  defense of any claim  (whether  asserted by the
Issuer, the Guarantor, a Holder or any other Person) or liability arising out of
or in connection with the exercise or performance of any of its powers,  duties,
responsibilities or obligations under this Indenture.

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

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

                                      -66-
<PAGE>

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

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

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

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

                                      -67-
<PAGE>

consecutive 360-day period,  irrespective of the number of defaults with respect
to Issuer Senior Indebtedness during such period.

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

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

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

          SECTION 11.6 Notice to Trustee and Paying  Agent of Facts  Prohibiting
Payments.  Notwithstanding  any of the  provisions  of this Article or any other
provision of this Indenture to the contrary,  neither the Trustee nor any paying
agent shall at any time be charged with  knowledge of the existence of any facts
which would prohibit the making of any payment of monies to or by the Trustee or
any paying  agent,  unless and until the Trustee or any paying  agent shall have
received an Officers' Certificate from the Issuer or from one or more holders of
Issuer Senior Indebtedness or from any trustee or other representative  therefor
who shall have been  certified  by the Issuer or  otherwise  established  to the
reasonable  satisfaction  of the Trustee or any paying agent to be such a holder
or trustee or other representative and, prior to the receipt of

                                      -68-
<PAGE>

any such  written  notice,  the  Trustee  or any  paying  agent,  subject to the
provisions  of Section 5.1,  shall be entitled in all respects to assume that no
such facts exist;  provided  that, if prior to the fifth  Business Day preceding
the date upon which by the terms hereof any such monies may become  payable,  or
in the  event  of  the  execution  of an  instrument  pursuant  to  Section  9.1
acknowledging satisfaction and discharge of this Indenture, then if prior to the
second  Business Day  preceding the date of such  execution,  the Trustee or any
paying  agent  shall not have  received  with  respect to such monies the notice
provided for in this Section,  then,  anything herein  contained to the contrary
notwithstanding, the Trustee or any paying agent may, in its discretion, receive
such monies and apply the same to the purpose for which they were received,  and
shall not be affected by any notice to the contrary, which may be received by it
on or after such date;  provided,  however, no such application shall affect the
obligations  under this  Article of the persons  receiving  such monies from the
Trustee or any paying agent.

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

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

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

          SECTION 11.10 Certain  Issuances Deemed Payment.  For purposes of this
Article Eleven only,  (a) the issuance and delivery of (1) junior  securities in
respect of any Security of any series or (2) Common Stock upon  conversion  of a
Security of any series in accordance  with Article Twelve shall not be deemed to
constitute a payment or  distribution on account of the principal of or premium,
if any, or interest,  if any, on such  Security or on account of the purchase or
other acquisition of such Security, and (b) the payment, issuance or delivery of
cash,  property or  securities  (other than junior  securities)  in respect of a
Security  of any  series

                                      -69-
<PAGE>

shall be deemed to constitute  payment on account of principal of such Security.
For the purposes of this Section,  the term "junior securities" means (a) shares
of any  class  of  the  Issuer  and  (b)  securities  of the  Issuer  which  are
subordinated in right of payment to all Issuer Senior  Indebtedness which may be
outstanding  at  the  time  of  issuance  or  delivery  of  such  securities  to
substantially  the same extent as, or to a greater  extent than,  the Securities
are so  subordinated as provided in this Article  Eleven.  Nothing  contained in
this  Article  Eleven or elsewhere in this  Indenture  or in the  Securities  is
intended to or shall impair, as among the Issuer,  the Guarantor,  the creditors
of either of them  other  than  holders of Issuer  Senior  Indebtedness  and the
Holders of the Securities,  the right, which is absolute and  unconditional,  of
the Holder of any Security to convert such Security in  accordance  with Article
Twelve.

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

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

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

                                 ARTICLE TWELVE

                            CONVERSION OF SECURITIES

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

          SECTION 12.2 Right to Convert. Subject to and upon compliance with the
provisions of this Article,  the Holder of any Security that is convertible into
Common Stock shall have the right,  at such Holder's  option,  at any time on or
after the date of original  issue of such

                                      -70-
<PAGE>

Security or such other date  specified in the  applicable  Resolution  delivered
pursuant to Section 2.6 and prior to the close of business on the date set forth
in such  Resolution  (or if such  Security  is called  for  redemption,  then in
respect of such Security to and including but not after the close of business on
the third Business Day prior to the date fixed for redemption or on such earlier
day, if any,  specified  pursuant to Section  2.6 for such  Security  unless the
Issuer shall  default in the payment due on such date) to convert the  principal
amount of any such Security of any  authorized  denomination  or, in the case of
any  Security  to be  converted  of a  denomination  greater  than  the  minimum
denomination  for  Securities  of the  applicable  series,  any  portion of such
principal which is an authorized  denomination or an integral  multiple thereof,
into that number of fully paid and nonassessable shares of Common Stock obtained
by dividing the principal amount of such Security or portion thereof surrendered
for conversion by the Conversion  Price therefor by surrender of the Security so
to be converted in whole or in part in the manner provided in Section 12.3. Such
conversion  shall be effected by the Issuer in accordance with the provisions of
this  Article and the terms of the  Securities,  if such terms  differ from this
Article.

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

                                      -71-
<PAGE>

registered as the record holder thereof for all purposes on the next  succeeding
day on which such stock transfer books are open, but such conversion shall be at
the  Conversion  Price in effect on the date upon which such Security shall have
been so surrendered.

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

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

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

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

                                      -72-
<PAGE>

     become  effective  immediately  after the  effective  date in the case of a
     subdivision or combination.

          (ii) In case the Issuer  shall issue rights or warrants to all holders
     of shares of Common Stock  entitling them (for a period  expiring within 45
     days after the record date  mentioned  below) to subscribe  for or purchase
     shares of Common  Stock at a price per share less than the  current  market
     price  per  share  of  Common  Stock  (as  defined  for  purposes  of  this
     subparagraph  (ii) in  subparagraph  (v) below),  the  Conversion  Price in
     effect after the record date for the determination of stockholders entitled
     to receive such rights or warrants shall be determined by  multiplying  the
     Conversion  Price in  effect  immediately  prior to such  record  date by a
     fraction,  the  numerator  of which shall be the number of shares of Common
     Stock  outstanding  on such record date plus the number of shares of Common
     Stock which the aggregate  offering  price of the total number of shares of
     Common Stock so offered would  purchase at such current  market price,  and
     the  denominator  of which  shall be the  number of shares of Common  Stock
     outstanding on the record date for issuance of such rights or warrants plus
     the number of additional shares of Common Stock receivable upon exercise of
     such  rights  or  warrants.  Such  adjustment  shall  be made  successively
     whenever any such rights or warrants are issued, and shall become effective
     immediately,  except as provided in  subparagraph  (vii) below,  after such
     record date.

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

          (iv) If, pursuant to subparagraph  (ii) or (iii) above,  the number of
     shares of Common Stock into which a Security is convertible shall have been
     adjusted   because  the  Issuer  has   declared  a  dividend,   or  made  a
     distribution,  on the outstanding shares of Common Stock in the form of any
     right or warrant to purchase  securities  of the Issuer,  or the Issuer has
     issued any such right or warrant,  then,  upon the  expiration  of any such

                                      -73-
<PAGE>

     unexercised  right or  unexercised  warrant,  the  Conversion  Price  shall
     forthwith be adjusted to equal the Conversion Price that would have applied
     had such right or warrant never been declared, distributed or issued.

          (v) For the purpose of any  computation  under  subparagraphs  (ii) or
     (iii) above, the current market price per share of Common Stock on any date
     shall be deemed to be the average of the daily closing prices of the Common
     Stock for the shorter of (i) 30 consecutive Trading Days ending on the last
     full  Trading  Day  on the  exchange  or  market  specified  in the  second
     following  sentence prior to the Time of  Determination  or (ii) the period
     commencing on the date next succeeding the first public announcement of the
     issuance of such rights or warrants or such distribution  through such last
     full  Trading  Day prior to the Time of  Determination.  The term  "Time of
     Determination"  as used herein shall be the time and date of the earlier of
     (x) the  determination  of  stockholders  entitled to receive  such rights,
     warrants or distributions or (y) the commencement of "ex-dividend"  trading
     in the Common  Stock on the exchange or market  specified in the  following
     sentence.  The closing  price for each day shall be the reported last sales
     price,  regular  way,  or, in case no sale  takes  place on such  day,  the
     average of the  reported  closing  bid and asked  prices,  regular  way, in
     either case as reported on the New York Stock  Exchange  Composite Tape or,
     if the Common  Stock is not listed or  admitted  to trading on the New York
     Stock Exchange at such time, on the principal national  securities exchange
     on which the  Common  Stock is listed or  admitted  to  trading  or, if not
     listed or admitted to trading on any national securities  exchange,  on the
     Nasdaq  National  Market ("NNM") or, if the last sales price or closing bid
     and asked  prices for the Common Stock on each such day shall not have been
     reported through NNM, the average of the bid and asked prices for such date
     as furnished by any New York Stock Exchange member firm regularly  making a
     market in the Common  Stock  selected for such purpose by the Issuer or, if
     no such quotations are available, the fair market value of the Common Stock
     as determined by a New York Stock Exchange  member firm regularly  making a
     market in the Common Stock selected for such purpose by the Issuer. As used
     herein,  the term  "Trading  Day" with respect to Common Stock means (x) if
     the Common  Stock is listed or  admitted  for trading on the New York Stock
     Exchange or another national  securities  exchange,  a day on which the New
     York Stock Exchange or such other national securities exchange, as the case
     may be, is open for business or (y) if the Common Stock is quoted on NNM, a
     day on which trades may be made on NNM or (z) otherwise, any day other than
     a Saturday or Sunday or a day on which banking institutions in the State of
     New York are authorized or obligated by law or executive order to close.

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

                                      -74-
<PAGE>

     distribution  of rights or  warrants to purchase  stock or  securities,  or
     distribution of other assets (other than cash dividends)  hereafter made by
     the Issuer to its stockholders shall not be taxable.

          (vii) In any case in  which  this  Section  12.5(a)  provides  that an
     adjustment  shall become effective  immediately  after a record date for an
     event,  the Issuer may defer until the occurrence of such event (x) issuing
     to the Holder of any Security  converted  after such record date and before
     the occurrence of such event the additional shares of Common Stock issuable
     upon such  conversion  by reason of the  adjustment  required by such event
     over and above the Common Stock issuable upon such conversion before giving
     effect to such  adjustment and (y) paying to such holder any amount of cash
     in lieu of any fractional share of Common Stock pursuant to Section 12.4.

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

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

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

                                      -75-

     which such Security  shall  thereafter be  convertible  shall be subject to
     adjustment from time to time in a manner and on terms as nearly  equivalent
     as practicable to the terms of adjustment provided for in this Section, and
     Sections 12.2,  12.3,  12.4,  12.6, 12.7, 12.8 and 12.9 shall apply on like
     terms to any such other stock or securities.

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

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

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

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

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

                                      -76-
<PAGE>

          SECTION 12.8  Responsibility  of Trustee.  Neither the Trustee nor any
conversion  agent shall at any time be under any duty or  responsibility  to any
Holder of Securities to determine  whether any facts exist which may require any
adjustment  of the  Conversion  Price  applicable  to such  Securities,  or with
respect  to the  nature or  extent of any such  adjustment  when  made,  or with
respect  to the  method  employed,  or herein or in any  supplemental  indenture
provided to be employed,  in making the same,  or whether any such  supplemental
indenture  need be entered into.  Neither the Trustee nor any  conversion  agent
shall be  accountable  with  respect  to the  validity  or value (or the kind or
amount) of any shares of Common Stock,  or of any securities or property,  which
may at any time be delivered  upon the  conversion of any Security;  and neither
the  Trustee nor any  conversion  agent makes any  representation  with  respect
thereto.  Neither the Trustee nor any conversion  agent shall be responsible for
any  failure  of the  Issuer to  deliver  any  shares  of Common  Stock or stock
certificates  or other  securities or property or cash upon the surrender of any
Security  for the  purpose  of  conversion  or for any  failure of the Issuer to
comply with any of the covenants of the Issuer contained in this Article Twelve.

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

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

                                ARTICLE THIRTEEN

                             GUARANTY OF SECURITIES

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

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

                                      -77-
<PAGE>

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

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

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

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

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

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

                                      -78-
<PAGE>

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

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

                                      -79-
<PAGE>

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

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

          SECTION 13.6 Default on Guarantor  Senior  Indebtedness;  Subrogation.
The  Guarantor  may not make any payment  pursuant  to the  Guaranty or make any
deposit  pursuant to Section 9.6  (collectively,  "pay the Guaranty") if (i) any
Guarantor Senior  Indebtedness is not paid when due or (ii) any other default on
Guarantor Senior  Indebtedness  occurs and the maturity of such Guarantor Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(x) the  default  has been  cured or waived and any such  acceleration  has been
rescinded in writing or (y) such Guarantor Senior  Indebtedness has been paid in
full; provided,  however, that the Guarantor may pay the Guaranty without regard
to the  foregoing  if the  Guarantor  and the  Trustee  receive  written  notice
approving  such  payment  from the  Representative  of the holders of  Guarantor
Senior  Indebtedness  with  respect  to which  either of the events set forth in
clause (i) or (ii) of the  immediately  preceding  sentence  has occurred and is
continuing.  During  the  continuance  of any  default  (other  than  a  default
described in clause (i) or (ii) of the preceding  sentence)  with respect to any
Guarantor  Senior  Indebtedness  pursuant to which the  maturity  thereof may be
accelerated  immediately  without  further  notice (except such notice as may be
required to effect such  acceleration) or the expiration of any applicable grace
periods,  the  Guarantor  may not pay the  Guaranty  for a  period  (a  "Payment
Blockage  Period")  commencing upon the receipt by the Guarantor and the Trustee
of written notice (a "Blockage Notice") of such default from a Representative of
the holders of Guarantor Senior Indebtedness  specifying an election to effect a
Payment  Blockage  Period  and ending 179 days  thereafter  (or  earlier if such
Payment  Blockage  Period is terminated (i) by written notice to the Trustee and
the  Guarantor  from the  Representative  who gave such  Blockage  Notice,  (ii)
because the default giving rise to such Blockage Notice is no longer  continuing
or  (iii)  by  repayment  in  full  of  such  Guarantor  Senior   Indebtedness).
Notwithstanding  the  provisions  of the  immediately  preceding  sentence  (but
subject to the provisions contained in the first sentence of this Section 13.6),
unless the holders of such Guarantor Senior  Indebtedness or a Representative of
such  holders  shall have

                                      -80-
<PAGE>

accelerated the maturity of such Guarantor  Senior  Indebtedness,  the Guarantor
may resume to pay the Guaranty after such payment Blockage Period. Not more than
one Blockage Notice may be given in any consecutive 360-day period, irrespective
of the number of defaults with respect to Guarantor Senior  Indebtedness  during
such period.

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

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


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

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

                                      -81-
<PAGE>

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

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

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

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

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

                                      -82-
<PAGE>

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

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

          SECTION 13.13 Reliance on Judicial Order or Certificate of Liquidating
Agent.  Upon any payment or distribution of assets of the Guarantor  referred to
in this Article Thirteen, the Trustee, subject to the provisions of Section 5.1,
and the Holders of the Securities  shall be entitled to  conclusively  rely upon
any order or decree  entered by a court of competent  jurisdiction  in which any
proceedings  of the  nature  referred  to in  Section  13.4  are  pending,  or a
certificate of the  administrator,  receiver,  liquidator,  custodian,  trustee,
other  similar  officer of the  Guarantor or other person making such payment or
distribution,  delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining  the Persons  entitled to participate in such payment or
distribution,   the  holders  of  Guarantor   Senior   Indebtedness   and  other
indebtedness of the Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article Thirteen.

          SECTION  13.14  Rights  of  Trustee  as a Holder of  Guarantor  Senior
Indebtedness;  Preservation of Trustee's  Rights.  The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article  Thirteen
with respect to any Guarantor Senior  Indebtedness which may at any time be held
by it, to the same extent as any other holder of Guarantor Senior  Indebtedness,
and nothing in this Indenture  shall deprive the Trustee of any of its rights as
such holder.

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

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

                                      -83-
<PAGE>

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

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

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

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

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

          SECTION 14.2  Provisions  of Indenture for the Sole Benefit of Parties
and  Securityholders.  Except as  provided  in Article  Eleven,  nothing in this
Indenture or in the

                                      -84-
<PAGE>

Securities,  expressed  or implied,  shall give or be  construed  to give to any
Person,  other than the parties hereto and their  successors and assigns and the
Holders of the Securities,  any legal or equitable right,  remedy or claim under
this Indenture or under any covenant,  condition or provision herein  contained,
all such  covenants  and  provisions  being for the sole  benefit of the parties
hereto and their successors and of the Holders of the Securities.

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

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

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

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

                                      -85-
<PAGE>

          SECTION  14.5   Officers'   Certificates   and  Opinions  of  Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
or the  Guarantor to the Trustee to take any action under any of the  provisions
of this  Indenture,  the  Issuer  or the  Guarantor,  as the case may be,  shall
furnish to the Trustee an  Officers'  Certificate  stating  that all  conditions
precedent,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been  complied  with and an Opinion of Counsel  stating  that in the
opinion of such counsel all such  conditions  precedent have been complied with,
except  that in the case of any  such  application  or  demand  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

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

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

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

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

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

                                      -86-
<PAGE>

          SECTION 14.7  Payments Due on Saturdays,  Sundays and Legal  Holidays.
Except as may be provided  pursuant to Section 2.6 with respect to any series of
Tranche,  if the date of maturity of interest on or principal of the  Securities
of any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of such interest, if any, or principal
need not be made on such date, but may be made on the next  succeeding  Business
Day with the same  force and  effect as if made on the date of  maturity  or the
date fixed for  redemption  or repayment,  and no interest  shall accrue for the
period from and after such date.

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

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

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

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

                                      -87-
<PAGE>

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

                                      NEWMONT MINING CORPORATION,
                                        as Issuer

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

                                      NEWMONT USA LIMITED,
                                        as Guarantor

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

                                      CITIBANK, N.A.,
                                        as Trustee

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

                                      -88-
<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>
<CAPTION>
Section        Subject                                     Section      Section

<C>            <C>                                         <C>          <C>
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>