<PAGE>
                                                                     EXHIBIT 4.8

                           GOLDEN STAR RESOURCES LTD.

                                    as Issuer

                                       and


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

                                   as Trustee

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

                                    INDENTURE

                       dated as of ________________, 200__




<PAGE>


                               TABLE OF CONTENTS


<Table>
<S>                                                                                                              <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1
         SECTION 1.01         Certain Definitions.................................................................1
         SECTION 1.02         Other Definitions...................................................................4
         SECTION 1.03         Trust Indenture Act.................................................................4
         SECTION 1.04         Rules of Construction...............................................................5

ARTICLE 2. THE SECURITIES.........................................................................................5
         SECTION 2.01         Unlimited In Amount, Issuable In Series, Form and Dating............................5
         SECTION 2.02         Execution and Authentication........................................................7
         SECTION 2.03         Registrar and Paying Agent..........................................................8
         SECTION 2.04         Paying Agent to Hold Money in Trust.................................................8
         SECTION 2.05         Securityholder Lists................................................................9
         SECTION 2.06         Transfer and Exchange...............................................................9
         SECTION 2.07         Replacement Securities..............................................................9
         SECTION 2.08         Outstanding Securities.............................................................10
         SECTION 2.09         Temporary Securities...............................................................10
         SECTION 2.10         Cancellation.......................................................................10
         SECTION 2.11         Defaulted Interest.................................................................11
         SECTION 2.12         Special Record Dates...............................................................11
         SECTION 2.13         Global Securities..................................................................11
         SECTION 2.14         CUSIP Numbers......................................................................13

ARTICLE 3. REDEMPTION............................................................................................13
         SECTION 3.01         Notices to Trustee.................................................................13
         SECTION 3.02         Selection of Securities to Be Redeemed.............................................13
         SECTION 3.03         Notice of Redemption...............................................................14
         SECTION 3.04         Effect of Notice of Redemption.....................................................14
         SECTION 3.05         Deposit of Redemption Price........................................................15
         SECTION 3.06         Securities Redeemed in Part........................................................15

ARTICLE 4. COVENANTS.............................................................................................15
         SECTION 4.01         Payment of Securities..............................................................15
         SECTION 4.02         Commission Reports.................................................................15
         SECTION 4.03         Compliance Certificate.............................................................15

ARTICLE 5. SUCCESSORS............................................................................................16
         SECTION 5.01         When Company May Merge, etc........................................................16
         SECTION 5.02         Successor Corporation Substituted..................................................16

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................17
         SECTION 6.01         Events of Default..................................................................17
         SECTION 6.02         Acceleration.......................................................................18
         SECTION 6.03         Other Remedies.....................................................................18
         SECTION 6.04         Waiver of Defaults.................................................................19
</Table>



<PAGE>


                           TABLE OF CONTENTS (CONT'D)

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
         SECTION 6.05         Control by Majority................................................................19
         SECTION 6.06         Limitation on Suits................................................................19
         SECTION 6.07         Rights of Holders to Receive Payment...............................................20
         SECTION 6.08         Collection Suit by Trustee.........................................................20
         SECTION 6.09         Trustee May File Proofs of Claim...................................................20
         SECTION 6.10         Priorities.........................................................................21
         SECTION 6.11         Undertaking for Costs..............................................................21

ARTICLE 7. TRUSTEE...............................................................................................21
         SECTION 7.01         Duties of Trustee..................................................................21
         SECTION 7.02         Rights of Trustee..................................................................22
         SECTION 7.03         Individual Rights of Trustee.......................................................23
         SECTION 7.04         Trustee's Disclaimer...............................................................23
         SECTION 7.05         Notice of Defaults.................................................................23
         SECTION 7.06         Reports by Trustee to Holders......................................................24
         SECTION 7.07         Compensation and Indemnity.........................................................24
         SECTION 7.08         Replacement of Trustee.............................................................25
         SECTION 7.09         Successor Trustee by Merger, etc...................................................26
         SECTION 7.10         Eligibility; Disqualification......................................................26
         SECTION 7.11         Preferential Collection of Claims Against Company..................................26

ARTICLE 8. SATISFACTION AND DISCHARGE; DEFEASANCE................................................................26
         SECTION 8.01         Satisfaction and Discharge of Indenture............................................26
         SECTION 8.02         Application of Trust Funds; Indemnification........................................27
         SECTION 8.03         Legal Defeasance of Securities of any Series.......................................28
         SECTION 8.04         Covenant Defeasance................................................................30
         SECTION 8.05         Repayment to Company...............................................................31

ARTICLE 9. SUPPLEMENTS, AMENDMENTS AND WAIVERS...................................................................31
         SECTION 9.01         Without Consent of Holders.........................................................31
         SECTION 9.02         With Consent of Holders............................................................32
         SECTION 9.03         Revocation and Effect of Consents..................................................33
         SECTION 9.04         Notation on or Exchange of Securities..............................................33
         SECTION 9.05         Trustee to Sign Amendments, etc....................................................33

ARTICLE 10. MISCELLANEOUS........................................................................................34
         SECTION 10.01          Notices..........................................................................34
         SECTION 10.02          Communication By Holders With other Holders......................................35
         SECTION 10.03          Certificate and Opinion as to Conditions Precedent...............................35
         SECTION 10.04          Statements Required in Certificate or Opinion....................................35
         SECTION 10.05          Rules by Trustee and Agents......................................................36
         SECTION 10.06          Legal Holidays...................................................................36
         SECTION 10.07          No Recourse Against Others.......................................................36
         SECTION 10.08          Counterparts.....................................................................36
         SECTION 10.09          Governing Law....................................................................36
         SECTION 10.10          Severability.....................................................................36
</Table>



                                       ii
<PAGE>

                           TABLE OF CONTENTS (CONT'D)

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
         SECTION 10.11          Effect of Headings, Table of Contents, etc.......................................36
         SECTION 10.12          Successors and Assigns...........................................................37
         SECTION 10.13          No Interpretation of Other Agreements............................................37
</Table>



                                       iii

<PAGE>



                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
Trust Indenture Act Section                     Indenture Section
---------------------------                     -----------------
<S>                                             <C>
310        (a)(1)                               7.10
           (a)(2)                               7.10
           (a)(3)                               N.A.
           (a)(4)                               N.A.
           (a)(5)                               7.10
           (b)                                  7.03; 7.08; 7.10
           (c)                                  N.A.
311        (a)                                  7.11
           (b)                                  7.11
           (c)                                  N.A.
312        (a)                                  2.05
           (b)                                  10.02
           (c)                                  10.02
313        (a)                                  7.06
           (b)                                  7.06
           (c)                                  7.06; 10.01
           (d)                                  7.06
314        (a)                                  4.02; 10.01
           (b)                                  N.A.
           (c)(1)                               10.03
           (c)(2)                               10.03
           (c)(3)                               N.A.
           (d)                                  N.A.
           (e)                                  10.04
           (f)                                  N.A.
315        (a)                                  7.01(b)(i); 7.01(b)(ii); 7.02
           (b)                                  7.05; 10.01
           (c)                                  7.01(a); 7.02
           (d)                                  7.01(c); 7.02
           (e)                                  6.11
316        (a)(last sentence)                   2.08
           (a)(1)(A)                            6.05
           (a)(1)(B)                            6.04
           (a)(2)                               N.A.
           (b)                                  6.07
           (c)                                  2.12; 9.03
317        (a)(1)                               6.08
           (a)(2)                               6.09
           (b)                                  2.04
318        (a)                                  1.03
           (b)                                  N.A.
           (c)                                  1.03
</Table>
----------
N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.



                                       iv
<PAGE>



         INDENTURE dated as of ____________, 20__ between Golden Star Resources
Ltd., a Canadian corporation (the "Company"), and _______________________, a
_________________, as Trustee (the "Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of each series of the Securities:

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01 CERTAIN DEFINITIONS.

         "Affiliate" means any Person controlling or controlled by or under
common control with the Company. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting stock, by agreement or otherwise.

         "Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

         "Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of such certification (and
delivered to the Trustee, if appropriate).

         "Closing Date" means the date on which the Securities of a particular
series were originally issued under this Indenture.

         "Commission" means the Securities and Exchange Commission.

         "Company" means the party named as such above until a successor
replaces it pursuant to this Indenture and thereafter means the successor.

         "Company Order" means a written order signed in the name of the Company
by two officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.




<PAGE>

         "Company Request" means a written request signed in the name of the
Company by its Chairman of the Board, a President or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

         "Corporate Trust Office" shall mean the corporate trust office of the
Trustee, which shall initially be ___________.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depositary for such series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depositary" as used with
respect to the Securities of any series shall mean the Depositary with respect
to the Securities of such series.

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

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the Closing Date.

         "Global Security" shall mean a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a Depositary or pursuant to such
Depositary's instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the name
of such Depositary or its nominee.

         "Holder" or "Securityholder" means a Person in whose name a Security is
registered in the register of Securities kept by the Registrar.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Interest" when used with respect to an Original Issue Discount
Security that by its terms bears interest only after maturity, means interest
payable after maturity.

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

         "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, any
Vice President, the Treasurer, the Controller, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.





                                       2
<PAGE>

         "Officers Certificate" means a certificate signed by two Officers, one
of whom must be the principal executive officer, principal financial officer or
principal accounting officer of the Company.

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

         "Original Issue Discount Security" means any Security which provides
that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

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

         "Principal" of a Security means the principal amount due on the Stated
Maturity of the Security plus the premium, if any, on the Security.

         "Securities" means the Securities authenticated and delivered under
this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Stated Maturity" when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

         "Subsidiary" means any corporation, partnership or limited liability
company of which the Company, or the Company and one or more Subsidiaries, or
any one or more Subsidiaries, directly or indirectly owns or own (i) in the case
of a corporation, voting securities entitling the holders thereof to elect a
majority of the directors, either at all times or so long as there is no default
or contingency which permits the holders of any other class of securities to
vote for the election of one or more directors, (ii) in the case of a
partnership, at least a majority of the general partnership interests and at
least a majority of total outstanding partnership interests or (iii) in the case
of a limited liability company, at least a majority of the membership interests.

         "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, and as in effect on the date of execution of this Indenture; provided,
however, that in the event the TIA is amended after such date, "TIA" means, to
the extent required by such amendment, the Trust Indenture Act, as so amended.

         "Trustee" means the party named as such above until a successor becomes
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.




                                       3
<PAGE>

         "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

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

         SECTION 1.02 OTHER DEFINITIONS.

<Table>
<Caption>
Term                                      Defined in Section
----                                      ------------------

<S>                                       <C>
"Bankruptcy Law"                          6.01
"Custodian"                               6.01
"Event of Default"                        6.01
"Legal Holiday"                           10.06
"Paying Agent"                            2.03
"Place of Payment"                        2.01
"Registrar"                               2.03
</Table>


         SECTION 1.03 TRUST INDENTURE ACT.

         The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture
upon and so long as the Indenture and Securities are subject to the TIA. If any
provision of this Indenture limits, qualifies or conflicts with such duties, the
duties imposed by the Indenture shall control. If a provision of the TIA
requires or permits a provision of this Indenture and the TIA provision is
amended, then the Indenture provision shall be automatically amended to like
effect.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Securities.

         "indenture securityholder" means a Securityholder.

         "indenture to be qualified" means this Indenture.





                                       4
<PAGE>

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the Securities means the Company and any successor obligor
on the Securities.

         SECTION 1.04 RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (i)      a term defined in Section 1.01 or 1.02 has the
                           meaning assigned to it therein, and terms defined in
                           the TIA and not defined in Section 1.01 or 1.02 have
                           the meanings assigned to them in the TIA;

                  (ii)     an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with GAAP;

                  (iii)    "or" is not exclusive;

                  (iv)     words in the singular include the plural, and words
                           in the plural include the singular;

                  (v)      provisions apply to successive events and
                           transactions; and

                  (vi)     "including" means without limitation.

                                   ARTICLE 2.
                                 THE SECURITIES

         SECTION 2.01 UNLIMITED IN AMOUNT, ISSUABLE IN SERIES, FORM AND DATING.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series. There shall be established in or pursuant to a Board
Resolution or an Officers Certificate pursuant to authority granted under a
Board Resolution or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

         (a)      the title of the Securities of the series (which shall
                  distinguish the Securities of the series from all other
                  securities);

         (b)      the price or prices (expressed as a percentage of the
                  aggregate principal amount thereof) at which the Securities of
                  the series will be issued;

         (c)      any limit upon the aggregate principal amount of 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 this
                  Article 2);

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




                                       5
<PAGE>

         (e)      the rate or rates that may be fixed or variable at which the
                  Securities of the series shall bear interest, if any, or the
                  manner in which such rate or rates shall be determined, the
                  date or dates from which such interest shall accrue, the
                  interest payment dates on which such interest shall be payable
                  and the record dates for the determination of Holders to whom
                  interest is payable;

         (f)      the place or places where the principal of and any interest on
                  Securities of the series shall be payable, if other than as
                  provided herein;

         (g)      one currency or currencies in which the Securities are issued
                  and payable;

         (h)      the conversion or exchange provisions applicable to the
                  Securities;

         (i)      whether and upon what terms the series of Securities will be
                  convertible into equity or debt securities of the Company;

         (j)      the price or prices at which (if any), the period or periods
                  within which (if any) and the terms and conditions upon which
                  (if other than as provided herein) Securities of the series
                  may be redeemed, in whole or in part, at the option, or as an
                  obligation, of the Company;

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

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

         (m)      whether the Securities of the series shall be issued in whole
                  or in part in the form of a Global Security or Securities; the
                  terms and conditions, if any, upon which such Global Security
                  or Securities may be exchanged in whole or in part for other
                  individual securities, and the Depositary for such Global
                  Security and Securities;

         (n)      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 6.02 hereof;

         (o)      any Events of Default with respect to the Securities of a
                  particular series, if not set forth herein;

         (p)      any additions or changes to, or deletions from, the covenants
                  set forth in Article 4 or the acceleration provisions
                  applicable to Securities of the series;

         (q)      the provisions, if any, relating to any security provided for
                  the Securities of the series;





                                       6
<PAGE>

         (r)      the Trustee for the series of Securities;

         (s)      any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture, but which
                  may modify or delete any provision of this Indenture with
                  respect to such series; provided, however, that no such term
                  may modify or delete any provision hereof if imposed by the
                  TIA; and provided, further, that any modification or deletion
                  of the rights, duties or immunities of the Trustee hereunder
                  shall have been consented to in writing by the Trustee).

         All Securities of any series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or Officers Certificate or in any such indenture supplemental
hereto.

         The principal of and any interest on the Securities shall be payable at
the office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution or Officers Certificate, or established in
one or more indentures supplemental hereto. Prior to the delivery of a Security
to the Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers Certificate, the Company shall deliver to the Trustee the
Board Resolution or Officers Certificate by or pursuant to which such form of
Security has been approved, which Board Resolution or Officers Certificate shall
have attached thereto a true and correct copy of the form of Security that has
been approved by or pursuant thereto.

         The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

         SECTION 2.02 EXECUTION AND AUTHENTICATION.

         Two officers shall sign the Securities for the Company by manual or
facsimile signature.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

         A Security shall not be valid until authenticated by the manual or
facsimile signature of the Trustee. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

         The Trustee shall authenticate Securities for original issue upon a
Company Order.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes






                                       7
<PAGE>

authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

         SECTION 2.03 REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent"). The Registrar for a particular series
of Securities shall keep a register of the Securities of that series and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents for each series of Securities. The term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.

         If the Company fails to maintain a Registrar or Paying Agent for any
series of Securities, the Trustee shall act as such. The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

         The Company hereby appoints the Trustee the initial Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time Securities of that
series are first issued.

         SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

         Whenever the Company has one or more Paying Agents it will, prior to
each due date of the principal of or interest on, any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent will hold in trust for the benefit of
the Securityholders of the particular series for which it is acting, or the
Trustee, all money held by the Paying Agent for the payment of principal or
interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and at any time during the
continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.




                                       8
<PAGE>

         SECTION 2.05 SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven business days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

         SECTION 2.06 TRANSFER AND EXCHANGE.

         Where Securities of a series are presented to the Registrar or a
co-Registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request.

         No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.09, 2.13, 3.06 or 9.04).

         The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any selection of Securities of that series for redemption under Section 3.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.

         SECTION 2.07 REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Security of same series if the Company's and the Trustee's requirements are met.
The Trustee or the Company may require an indemnity bond to be furnished which
is sufficient in the judgment of both to protect the Company, the Trustee, and
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a Security.

         Every replacement Security is an obligation of the Company and shall be
entitled to all the benefit of the Indenture equally and proportionately with
any and all other Securities of the same series.





                                       9
<PAGE>

         SECTION 2.08 OUTSTANDING SECURITIES.

         The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, and those described in this
Section as not outstanding.

         If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security; however, TIA Section 316(a) shall apply where
appropriate.

         For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company shall advise the Trustee of such amount,
showing its computations in reasonable detail.

         SECTION 2.09 TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a written
order of the Company signed by one Officer of the Company. Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities.

         Holders of temporary securities shall be entitled to all of the
benefits of this Indenture.

         SECTION 2.10 CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return such
canceled Securities to the Company at the Company's written request. The Company
may not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.




                                       10
<PAGE>

         SECTION 2.11 DEFAULTED INTEREST.

         If the Company fails to make a payment of interest on any series of
Securities, it shall pay such defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest, in any lawful manner. It may elect
to pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security.
The Company shall fix any such record date and payment date for such payment. At
least 15 days before any such record date, the Company shall mail to
Securityholders affected thereby a notice that states the record date, payment
date, and amount of such interest to be paid.

         SECTION 2.12 SPECIAL RECORD DATES.

         (a)      The Company may, but shall not be obligated to, set a record
                  date for the purpose of determining the identity of Holders
                  entitled to consent to any supplement, amendment or waiver
                  permitted by this Indenture. If a record date is fixed, the
                  Holders of Securities of that series outstanding on such
                  record date, and no other Holders, shall be entitled to
                  consent to such supplement, amendment or waiver or revoke any
                  consent previously given, whether or not such Holders remain
                  Holders after such record date. No consent shall be valid or
                  effective for more than 90 days after such record date unless
                  consents from Holders of the principal amount of Securities of
                  that series required hereunder for such amendment or waiver to
                  be effective shall have also been given and not revoked within
                  such 90-day period.

         (b)      The Company may, but shall not be obligated to, fix any day as
                  a record date for the purpose of determining the Holders of
                  any series of Securities entitled to join in the giving or
                  making of any notice of Default, any declaration of
                  acceleration, any request to institute proceedings or any
                  other similar direction. If a record date is fixed, the
                  Holders of Securities of that series outstanding on such
                  record date, and no other Holders, shall be entitled to join
                  in such notice, declaration, request or direction, whether or
                  not such Holders remain Holders after such record date;
                  provided, however, that no such action shall be effective
                  hereunder unless taken on or prior to the date 90 days after
                  such record date.

         SECTION 2.13 GLOBAL SECURITIES.

         (a)      Terms of Securities. A Board Resolution, a supplemental
                  indenture hereto or an Officers Certificate shall establish
                  whether the Securities of a series shall be issued in whole or
                  in part in the form of one or more Global Securities and the
                  Depositary for such Global Security or Securities.

         (b)      Transfer and Exchange. Notwithstanding any provisions to the
                  contrary contained in Section 2.06 of this Indenture and in
                  addition thereto, any Global Security shall be exchangeable
                  pursuant to Section 2.06 of this Indenture for Securities
                  registered in the names of Holders other than the Depositary
                  for such Security or its nominee only if (i) such Depositary
                  notifies the Company that it is






                                       11
<PAGE>

                  unwilling or unable to continue as Depositary for such Global
                  Security or if at any time such Depositary ceases to be a
                  clearing agency registered under the Exchange Act, and, in
                  either case, the Company fails to appoint a successor
                  Depositary within 90 days of such event or (ii) the Company
                  executes and delivers to the Trustee an Officers Certificate
                  to the effect that such Global Security shall be so
                  exchangeable. Any Global Security that is exchangeable
                  pursuant to the preceding sentence shall be exchangeable for
                  Securities registered in such names as the Depositary shall
                  direct in writing in an aggregate principal amount equal to
                  the principal amount of the Global Security with like tenor
                  and terms.

                           Except as provided in this paragraph (b) of this
                  Section, a Global Security may not be transferred except as a
                  whole by the Depositary with respect to such Global Security
                  to a nominee of such Depositary, by a nominee of such
                  Depositary to such Depositary or another nominee of such
                  Depositary or by the Depositary or any such nominee to a
                  successor Depositary or a nominee of such a successor
                  Depositary.

         (c)      Legend. Any Global Security issued hereunder shall bear a
                  legend in substantially the following form:

                  "Unless this certificate is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), New York, New York, to the issuer or its
                  agent for registration of transfer, exchange or payment, and
                  any certificate issued is registered in the name of Cede & Co.
                  or such other name as may be requested by an authorized
                  representative of DTC (and any payment is made to Cede & Co.
                  or such other entity as may be requested by an authorized
                  representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  inasmuch as the registered owner hereof, Cede & Co. has an
                  interest herein. Transfer of this Global Security shall be
                  limited to transfers in whole, but not in part, to nominees of
                  DTC or to a successor thereof or such successor's nominee and
                  limited to transfers made in accordance with the restrictions
                  set forth in the Indenture referred to herein."

         (d)      Acts of Holders. The Depositary, as a Holder, may appoint
                  agents and otherwise authorize participants to give or take
                  any request, demand, authorization, direction, notice,
                  consent, waiver or other action which a Holder is entitled to
                  give or take under this Indenture.

         (e)      Payments. Notwithstanding the other provisions of this
                  Indenture, unless otherwise specified as contemplated by
                  Section 2.01 hereof, payment of the principal of and interest,
                  if any, on any Global Security shall be made to the Person
                  specified therein.




                                       12
<PAGE>

         (f)      Consents, Declaration and Directions. Except as provided in
                  paragraph (e) of this Section, the Company, the Trustee and
                  any Agent shall treat a Person as the Holder of such principal
                  amount of outstanding Securities of such series represented by
                  a Global Security as shall be specified in a written statement
                  of the Depositary with respect to such Global Security, for
                  purposes of obtaining any consents, declarations or directions
                  required to be given by the Holders pursuant to this
                  Indenture.

         SECTION 2.14 CUSIP NUMBERS.

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

                                   ARTICLE 3.
                                   REDEMPTION

         SECTION 3.01 NOTICES TO TRUSTEE.

         If the Company elects to redeem Securities of any series pursuant to
any optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

         If the Company elects to reduce the principal amount of Securities of
any series to be redeemed pursuant to mandatory redemption provisions thereof,
it shall notify the Trustee of the amount of, and the basis for, any such
reduction. If the Company elects to credit against any such mandatory redemption
Securities it has not previously delivered to the Trustee for cancellation, it
shall deliver such Securities with such notice.

         The Company shall give the notice provided for in this Section at least
45 days before the redemption date (unless a shorter notice period shall be
satisfactory to the Trustee), which notice shall specify the provisions of such
Security pursuant to which the Company elects to redeem such Securities.

         SECTION 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all the securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, by lot or by such other method as the Trustee deems appropriate.
The Trustee shall make the selection not more than 75 days and not less than 30
days before the redemption date from Securities of that series outstanding and
not previously called for redemption. Except as otherwise provided as to any
particular series of Securities, Securities and






                                       13
<PAGE>

portions thereof that the Trustee selects shall be in amounts equal to the
minimum authorized denomination for Securities of the series to be redeemed or
any integral multiple thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities to be called for redemption.

         SECTION 3.03 NOTICE OF REDEMPTION.

         Except as otherwise provided as to any particular series of Securities,
at least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

         The notice shall identify the Securities of the series to be redeemed
and shall state:

                  (1)      the redemption date;

                  (2)      the redemption price;

                  (3)      if any Security is being redeemed in part, the
                           portion of the principal amount of such Security to
                           be redeemed and that, after the redemption date, upon
                           surrender of such Security, a new Security or
                           Securities in principal amount equal to the
                           unredeemed portion will be issued;

                  (4)      the name and address of the Paying Agent;

                  (5)      that Securities called for redemption must be
                           surrendered to the Paying Agent to collect the
                           redemption price;

                  (6)      that, unless the Company defaults in payment of the
                           redemption price, interest on Securities called for
                           redemption ceases to accrue on and after the
                           redemption date; and

                  (7)      the CUSIP number, if any, of the Securities to be
                           redeemed.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice of the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

         SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the redemption price.





                                       14
<PAGE>

         SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

         On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Affiliate is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of all
Securities called for redemption on that date, other than Securities that have
previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money not required for that
purpose.

         SECTION 3.06 SECURITIES REDEEMED IN PART.

         Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Security of same series equal in principal amount to the
unredeemed portion of the Security surrendered.

                                   ARTICLE 4.
                                   COVENANTS

         SECTION 4.01 PAYMENT OF SECURITIES.

         The Company shall pay or cause to be paid the principal of and interest
on the Securities on the dates and in the manner provided in this Indenture and
the Securities. Principal and interest shall be considered paid on the date due
if the Paying Agent, if other than the Company or an Affiliate, holds on that
date immediately available funds designated for and sufficient to pay all
principal and interest then due.

         To the extent lawful, the Company shall pay interest on overdue
principal and overdue installments of interest at the rate per annum borne by
the applicable series of Securities.

         SECTION 4.02 COMMISSION REPORTS.

         The Company shall deliver to the Trustee within 15 days after it files
them with the Commission copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) that the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act; provided, however the Company shall not be required to deliver to
the Trustee any materials for which the Company has sought and received
confidential treatment by the Commission. The Company also shall comply with the
other provisions of TIA Section 314(a).

         SECTION 4.03 COMPLIANCE CERTIFICATE.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, an Officers Certificate stating that in the
course of the performance by the signers of their duties as officers of the
Company, they would normally have knowledge of any failure by the Company to
comply with all conditions, or default by the Company with respect to any
covenants, under this Indenture, and further stating whether or not they have
knowledge of any such failure or default and, if so, specifying each such
failure or default and the nature






                                       15
<PAGE>

thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with Section 10.03 hereof.

         The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers Certificate specifying such Default or Event of Default and
what action the Company is taking or proposes to take with respect thereto.

                                   ARTICLE 5.
                                   SUCCESSORS

         SECTION 5.01 WHEN COMPANY MAY MERGE, ETC.

         Unless the terms of the Securities of a series provide otherwise, the
Company shall not consolidate or merge with or into (whether or not the Company
is the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions to any Person unless:

                  (1)      the Company is the surviving corporation or the
                           Person formed by or surviving any such consolidation
                           or merger (if other than the Company) or to which
                           such sale, assignment, transfer, lease, conveyance or
                           other disposition shall have been made is a
                           corporation organized and existing under the laws of
                           the United States, any state thereof or the District
                           of Columbia;

                  (2)      the Person formed by or surviving any such
                           consolidation or merger (if other than the Company)
                           or the Person to which such sale, assignment,
                           transfer, lease, conveyance or other disposition
                           shall have been made assumes by supplemental
                           indenture all the obligations of the Company under
                           the Securities and this Indenture; and

                  (3)      immediately prior to and after giving effect to the
                           transaction no Default or Event of Default shall have
                           occurred and be continuing.

         The Company shall deliver to the Trustee on or prior to the
consummation of the proposed transaction an Officers Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

         SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any transfer by the Company (other
than by lease) of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor





                                       16
<PAGE>

corporation had been named as the Company herein. In the event of any such
transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

         SECTION 6.01 EVENTS OF DEFAULT.

         An "Event of Default" occurs with respect to Securities of any
particular series if, unless in the establishing Board Resolution, Officers
Certificate or supplemental indenture hereto, it is provided that such series
shall not have the benefit of said Event of Default:

                  (1)      the Company defaults in the payment of interest on
                           any Security of that series when the same becomes due
                           and payable, and the Default continues for a period
                           of 30 days;

                  (2)      the Company defaults in the payment of the principal
                           of any Security of that series when the same becomes
                           due and payable at maturity, upon redemption or
                           otherwise;

                  (3)      an Event of Default, as defined in the Securities of
                           that series, occurs and is continuing, or the Company
                           fails to comply with any of its other agreements in
                           the Securities of that series or in this Indenture
                           with respect to that series and the Default continues
                           for the period and after the notice specified below;

                  (4)      the Company pursuant to or within the meaning of any
                           Bankruptcy Law:

                           a)       commences a voluntary case;

                           b)       consents to the entry of an order for relief
                                    against it in an involuntary case;

                           c)       consents to the appointment of a Custodian
                                    of it or for all or substantially all of its
                                    property;

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

                           e)       admits in writing its inability generally to
                                    pay its debts as the same become due.

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




                                       17
<PAGE>

                           a)       is for relief against the Company in an
                                    involuntary case;

                           b)       appoints a Custodian of the Company or for
                                    all or substantially all of its property; or

                           c)       orders the liquidation of the Company;

         and the order or decree remains unstayed and in effect for 60 days; or

                  (6)      any other Event of Default provided with respect to
                           Securities of that series which is specified in a
                           Board Resolution, Officers Certificate or
                           supplemental indenture establishing that series of
                           Securities.

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A Default under clause (3) above is not an Event of Default with
respect to a particular series of Securities until the Trustee or the Holders of
at least 50% in principal amount of the then outstanding Securities of that
series notify the Company of the Default and the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." Such notice shall be given by the Trustee if so requested in writing
by the Holders of 50% of the principal amount of the then outstanding Securities
of that series.

         SECTION 6.02 ACCELERATION.

         If an Event of Default with respect to Securities of any series (other
than an Event of Default specified in clauses (4) and (5) of Section 6.01)
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 50% in principal amount of the then outstanding Securities of that
series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest on
all the Securities of that series to be due and payable. Upon such declaration,
the principal (or such lesser amount) and interest shall be due and payable
immediately. If an Event of Default specified in clause (4) or (5) of Section
6.01 occurs, all of such amount shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in principal amount of the then outstanding Securities
of that series by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default with respect to that series have been
cured or waived except nonpayment of principal (or such lesser amount) or
interest that has become due solely because of the acceleration.

         SECTION 6.03 OTHER REMEDIES.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal or interest on






                                       18
<PAGE>

the Securities of that series or to enforce the performance of any provision of
the Securities of that series or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

         SECTION 6.04 WAIVER OF DEFAULTS.

         Subject to Section 9.02, the Holders of a majority in principal amount
of the then outstanding Securities of any series, by notice to the Trustee, may
waive an existing or past Default or Event of Default with respect to that
series and its consequences except a Default or Event of Default in the payment
of the principal (including any mandatory sinking fund or like payment) of or
interest on any Security of that series (provided, however, that the Holders of
a majority in principal amount of the outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).

         SECTION 6.05 CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy with respect to that series available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
is unduly prejudicial to the rights of another Holder of Securities of that
series, or that may involve the Trustee in personal liability. The Trustee may
take any other action which it deems proper that is not inconsistent with any
such direction.

         SECTION 6.06 LIMITATION ON SUITS.

         A Holder of Securities of any series may not pursue a remedy with
respect to this Indenture or the Securities unless:

                  (1)      the Holder gives to the Trustee written notice of a
                           continuing Event of Default with respect to that
                           series;

                  (2)      the Holders of at least 50% in principal amount of
                           the then outstanding Securities of that series make a
                           written request to the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee indemnity
                           satisfactory to the Trustee against any loss,
                           liability or expense;

                  (4)      the Trustee does not comply with the request within
                           60 days after receipt of the request and the offer
                           and, if requested, the provision of indemnity; and




                                       19
<PAGE>

                  (5)      during such 60-day period the Holders of a majority
                           in principal amount of the then outstanding
                           Securities of that series do not give the Trustee a
                           direction inconsistent with the request.

         No Holder of any series of Securities may use this Indenture to
prejudice the rights of another Holder of Securities of that series or to obtain
a preference or priority over another Holder of Securities of that series.

         SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and interest, if any, on
the Security, on or after the respective due dates expressed in the Security, or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.

         SECTION 6.08 COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.01(1) or (2) hereof
occurs and is continuing with respect to Securities of any series, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount of principal (or such portion of the principal
as may be specified as due upon acceleration at that time in the terms of that
series of Securities) and interest, if any, remaining unpaid on the Securities
of that series then outstanding, together with (to the extent lawful) interest
on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07 hereof.

         SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may 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 and
the Securityholders allowed in any judicial proceedings relative to the Company
(or any other obligor on the Securities), its creditors or its property and
shall be entitled to and empowered to collect and receive any money or other
property payable or deliverable on any such claims and to distribute the same,
and any custodian in any such judicial proceedings is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities 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.





                                       20
<PAGE>

         SECTION 6.10 PRIORITIES.

         If the Trustee collects any money with respect to Securities of any
series pursuant to this Article, it shall pay out the money in the following
order:

First:   to the Trustee, its agents and attorneys for amounts due under Section
         7.07 hereof, including payment of all compensation, expense and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

Second:  to Securityholders for amounts due and unpaid on the Securities of such
         series for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities of such series for principal and interest, respectively; and

Third:   to the Company or to such party as a court of competent jurisdiction
         shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.

         SECTION 6.11 UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defense made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE 7.
                                     TRUSTEE

         SECTION 7.01 DUTIES OF TRUSTEE.

         (a)      If an Event of Default has occurred and is continuing, the
                  Trustee shall exercise such of the rights and powers vested in
                  it by this Indenture, and use the same degree of care and
                  skill in their exercise, as a prudent man would exercise or
                  use under the circumstances in the conduct of his own affairs.

         (b)      Except during the continuance of an Event of Default known to
                  the Trustee:

                  (i)      the duties of the Trustee shall be determined solely
                           by the express provisions of this Indenture or the
                           TIA and the Trustee need perform only those duties
                           that are specifically set forth in this Indenture or
                           the TIA and no others, and no implied covenants or
                           obligations shall be read into this Indenture against
                           the Trustee; and





                                       21
<PAGE>

                  (ii)     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. However, in the case
                           of any certificates or opinions which by any
                           provision hereof are specifically required to be
                           furnished to the Trustee, the Trustee shall examine
                           the certificates and opinions 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).

         (c)      The Trustee may not be relieved from liabilities for its own
                  negligent action, its own negligent failure to act, or its own
                  willful misconduct, except that:

                  (i)      this paragraph does not limit the effect of paragraph
                           (b) of this Section;

                  (ii)     the Trustee shall not be liable for any error of
                           judgment made in good faith by a responsible officer
                           of the Trustee, unless it is proved that the Trustee
                           was negligent in ascertaining the pertinent facts;
                           and

                  (iii)    the Trustee shall not be liable with respect to any
                           action it takes or omits to take in good faith in
                           accordance with a direction received by it pursuant
                           to Section 6.05 hereof.

         (d)      Whether or not therein expressly so provided, every provision
                  of this Indenture that in any way relates to the Trustee is
                  subject to paragraphs (a), (b) and (c) of this Section.

         (e)      No provision of this Indenture shall require the Trustee to
                  expend or risk its own funds or incur any liability. The
                  Trustee may refuse to perform any duty or exercise any right
                  or power unless it receives security and indemnity
                  satisfactory to it against any loss, liability or expense.

         (f)      The Trustee shall not be liable for interest on any money
                  received by it except as the Trustee may agree in writing with
                  the Company. Absent written instruction from the Company, the
                  Trustee shall not be required to invest any such money. Money
                  held in trust by the Trustee need not be segregated from other
                  funds except to the extent required by law.

         SECTION 7.02 RIGHTS OF TRUSTEE.

         Subject to TIA Section 315(a) through (d):

         (a)      The Trustee may conclusively rely on any document believed by
                  it to be genuine and to have been signed or presented by the
                  proper person. 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, direction, consent, order, bond,
                  debenture, note, other evidence of indebtedness or






                                       22
<PAGE>

                  other paper or document, but the Trustee, in its discretion,
                  may make such further inquiry or investigation into such facts
                  or matters as it may see fit.

         (b)      Before the Trustee acts or refrains from acting, it may
                  require an Officers Certificate or an Opinion of Counsel, or
                  both. The Trustee shall not be liable for any action it takes
                  or omits to take in good faith in reliance on such Officers
                  Certificate or Opinion of Counsel.

         (c)      The Trustee may act through agents and shall not be
                  responsible for the misconduct or negligence of any agent
                  appointed with due care.

         (d)      The Trustee shall not be liable for any action it takes or
                  omits to take in good faith which it believes to be authorized
                  or within its rights or powers under the Indenture, unless the
                  Trustee's conduct constitutes negligence.

         (e)      Unless otherwise specifically provided in this Indenture, any
                  demand, request, direction or notice from the Company shall be
                  sufficient if signed by an officer of the Company.

         (f)      The Trustee may consult with counsel of its selection and may
                  rely upon the advice of such counsel or any Opinion of
                  Counsel.

         The Trustee shall be deemed to have notice of any Default or Event of
Default only if a Trust Officer of the Trustee has actual knowledge thereof or
receives at the Corporate Trust Office of the Trustee written notice of any
event that is in fact a Default or Event of Default, and such notice references
the Securities generally or the Securities of a particular series, as the case
may be, and this Indenture.

         SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA
Sections 310(b) and 311.

         SECTION 7.04 TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

         SECTION 7.05 NOTICE OF DEFAULTS.

         If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if the Trustee is deemed to have notice
thereof, the Trustee shall mail to all Holders of Securities of that series a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment on any such






                                       23
<PAGE>

Security, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of such Securityholders.

         SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after May 15 in each year, the Trustee with respect to
any series of Securities shall mail to Holders of Securities of that series as
provided in TIA Section 313(c) a brief report dated as of such May 15 that
complies with TIA Section 313(a) (if such report is required by TIA Section
313(a)). The Trustee shall also comply with TIA Section 313(b).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the Commission and each stock
exchange on which any of the Securities are listed, as required by TIA Section
313(d). The Company shall notify the Trustee when the Securities are listed on
any stock exchange, and of any delisting thereof.

         SECTION 7.07 COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing for its services hereunder. The
Company shall reimburse the Trustee upon written request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the Trustee's agents and
counsel.

         The Company shall indemnify each of the Trustee or any predecessor
Trustee for any loss, liability, damage, claims or expenses, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred by it, without negligence or bad faith on its part, in
connection with the acceptance or administration of this Indenture and its
duties hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities. Such lien
will survive the satisfaction and discharge of this Indenture.

         If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) hereof occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         This Section 7.07 shall survive the termination of this Indenture.





                                       24
<PAGE>

         SECTION 7.08 REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee with respect to one or more or
all series of Securities and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

         The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent. The Company may remove the
Trustee with respect to one or more or all series of Securities if:

         (a)      the Trustee fails to comply with Section 7.10 hereof;

         (b)      the Trustee is adjudged bankrupt or insolvent;

         (c)      a receiver or other public officer takes charge of the Trustee
                  or its property; or

         (d)      the Trustee becomes incapable of acting.

         If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series. Within one year
after the successor Trustee with respect to any series takes office, the Holders
of a majority in principal amount of the then outstanding Securities of that
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

         If the Trustee fails to comply with Section 7.10 hereof with respect to
any series, any Holder of Securities of that series who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for that series.

         A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, the retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07 hereof), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee






                                       25
<PAGE>

with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and that (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) shall contain such provisions
as shall be necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary or desirable to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

         Upon the execution and delivery of such supplemental Indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

         SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee as to any series of Securities consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to that series.

         SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

         Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee as to any series
of Securities shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b).

         SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Company Order cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided





                                       26
<PAGE>

for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

         (a)      either

                  (i)      all Securities theretofore authenticated and
                           delivered (other than Securities that have been
                           destroyed, lost or stolen and that have been replaced
                           or paid) have been delivered to the Trustee for
                           cancellation; or

                  (ii)     all such securities not theretofore delivered to the
                           Trustee for cancellation

                           (1)      have become due and payable, or

                           (2)      will become due and payable at their stated
                                    maturity within one year, or

                           (3)      are to be called for redemption within one
                                    year under arrangements satisfactory to the
                                    Trustee for the giving of notice of
                                    redemption by the Trustee in the name, and
                                    at the expense, of the Company, or

                           (4)      are deemed paid and discharged pursuant to
                                    Section 8.03, as applicable;

                  and the Company, in the case of (1), (2) or (3) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust an amount sufficient for the purpose of paying
                  and discharging the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal and interest to the date of such deposit (in the
                  case of Securities that have become due and payable on or
                  prior to the date of such deposit) or to the stated maturity
                  or redemption date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof, and, if
money shall have been deposited with the Trustee pursuant to clause (a) of this
section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03 hereof, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.

         SECTION 8.02 APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

         (a)      Subject to the provisions of Section 8.05 hereof, all money
                  deposited with the Trustee pursuant to Section 8.01 hereof,
                  all money and U.S. Government Obligations deposited with the
                  Trustee pursuant to Section 8.03 or 8.04 hereof





                                       27
<PAGE>

                  and all money received by the Trustee in respect of U.S.
                  Government Obligations deposited with the Trustee pursuant to
                  Section 8.03 or 8.04 hereof, shall be held in trust and
                  applied by it, in accordance with the provisions of the
                  Securities and this Indenture, to the payment, either directly
                  or through any Paying Agent (including the Company acting as
                  its own Paying Agent) as the Trustee may determine, to the
                  persons entitled thereto, of the principal and interest for
                  whose payment such money has been deposited with or received
                  by the Trustee or to make mandatory sinking fund payments or
                  analogous payments as contemplated by Sections 8.03 and 8.04
                  hereof.

         (b)      The Company shall pay and shall indemnify the Trustee against
                  any tax, fee or other charge imposed on or assessed against
                  U.S. Government Obligations deposited pursuant to Sections
                  8.03 or 8.04 hereof or the interest and principal received in
                  respect of such obligations other than any payable by or on
                  behalf of Holders.

         (c)      The Trustee shall deliver or pay to the Company from time to
                  time upon Company Request any U.S. Government Obligations or
                  money held by it as provided in Sections 8.03 or 8.04 hereof
                  that, in the opinion of a nationally recognized firm of
                  independent certified public accountants expressed in a
                  written certification thereof delivered to the Trustee, are
                  then in excess of the amount thereof which then would have
                  been required to be deposited for the purpose for which such
                  U.S. Government Obligations or money were deposited or
                  received. This provision shall not authorize the sale by the
                  Trustee of any U.S. Government obligations held under this
                  Indenture.

         SECTION 8.03 LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES.

         Unless this Section 8.03 is otherwise specified to be inapplicable to
Securities of any series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of any such
series on the 91st day after the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, upon Company Request, execute
proper instruments acknowledging the same), except as to:

         (a)      the rights of Holders of the Securities of such series to
                  receive, from the trust funds described in subparagraph (d)
                  hereof, (i) payment of each installment of principal of or
                  interest on the outstanding Securities of such series on the
                  stated maturity of such principal of or interest and (ii) the
                  benefit of any mandatory sinking fund payments applicable to
                  the Securities of such series on the day on which such
                  payments are due and payable in accordance with the terms of
                  this Indenture and the Securities of such series;

         (b)      the Company's obligations with respect to such Securities of
                  such series under Sections 2.03, 2.06 and 2.07 hereof; and




                                       28
<PAGE>

         (c)      the rights, powers, trust and immunities of the Trustee
                  hereunder and the duties of the Trustee under Section 8.02
                  hereof and the duty of the Trustee to authenticate Securities
                  of such series issued on registration of transfer of exchange;

         provided that, the following conditions shall have been satisfied:

         (d)      the Company shall have deposited or caused to be deposited
                  irrevocably with the Trustee as trust funds, 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, cash in U.S. Dollars and/or U.S.
                  Government Obligations, which through the payment of interest
                  and principal in respect thereof, in accordance with their
                  terms, will provide (and without reinvestment and assuming no
                  tax liability will be imposed on such Trustee), not later than
                  one day before the due date of any payment of money, an amount
                  in cash sufficient, in the opinion of a nationally recognized
                  firm of independent public accountants expressed in a written
                  certification thereof delivered to the Trustee, to pay and
                  discharge each installment of principal (including mandatory
                  sinking fund or analogous payments) of and interest, if any,
                  on all the Securities of such series on the dates such
                  installments of interest or principal are due;

         (e)      such deposit will not result in a breach or violation of, or
                  constitute a default under, this Indenture or any other
                  material agreement or instrument to which the Company is a
                  party or by which it is bound;

         (f)      no Default or Event of Default with respect to the Securities
                  of such series shall have occurred and be continuing on the
                  date of such deposit or during the period ending on the 91st
                  day after such date;

         (g)      the Company shall have delivered to the Trustee an Opinion of
                  Counsel to the effect that (i) the Company has received from,
                  or there has been published by, the Internal Revenue Service a
                  ruling, or (ii) since the date of execution of this Indenture,
                  there has been a change in the applicable federal income tax
                  law, in either case to the effect that, the Holders of the
                  Securities of such series will not recognize income, gain or
                  loss for federal income tax purposes as a result of such
                  deposit, defeasance and discharge and will be subject to
                  federal income tax on the same amount and in the same manner
                  and at the same times as would have been the case if such
                  deposit, defeasance and discharge had not occurred;

         (h)      the Company shall have delivered to the Trustee an Officers
                  Certificate stating that the deposit was not made by the
                  Company with the intent of preferring the Holders of the
                  Securities of such series over any other creditors of the
                  Company or with the intent of defeating, hindering, delaying
                  or defrauding any other creditors of the Company;

         (i)      such deposit shall not result in the trust arising from such
                  deposit constituting an investment company (as defined in the
                  Investment Company Act of 1940, as





                                       29
<PAGE>

                  amended), or such trust shall be qualified under such Act or
                  exempt from regulation thereunder; and

         (j)      the Company shall have delivered to the Trustee an Officers
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent provided for relating to the defeasance
                  contemplated by this Section have been complied with.

         SECTION 8.04 COVENANT DEFEASANCE.

         Unless this Section 8.04 is otherwise inapplicable to Securities of any
series, on and after the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term, provision
or condition set forth under Sections 4.02, 4.03 and 5.01 hereof as well as any
additional covenants contained in a supplemental indenture hereto for a
particular series of Securities or a Board Resolution or an Officers Certificate
delivered pursuant to Section 2.01 hereof (and the failure to comply with any
such provisions shall not constitute a Default or Event of Default under Section
6.01 hereof) and the occurrence of any event described in clause (5) of Section
6.01 hereof shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such series, provided that the following conditions
shall have been satisfied:

         (a)      With reference to this Section 8.04, the Company has deposited
                  or caused to be irrevocably deposited (except as provided in
                  Section 8.03 hereof) with the Trustee as trust funds,
                  specifically pledged as security for, and dedicated solely to,
                  the benefit of the Holders of such Securities, cash in U.S.
                  Dollars and/or U.S. Government Obligations which through the
                  payment of interest and principal in respect thereof, in
                  accordance with their terms, will provide (and without
                  reinvestment and assuming no tax liability will be imposed on
                  such Trustee), not later than one day before the due date of
                  any payment of money, an amount in cash sufficient, in the
                  opinion of a nationally recognized firm of independent
                  certified public accountants expressed in a written
                  certification thereof delivered to the Trustee, to pay
                  principal and interest, if any, on and any mandatory sinking
                  fund in respect of the Securities of such series on the dates
                  such installments of interest or principal are due;

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

         (c)      No Default or Event of Default with respect to the Securities
                  of such series shall have occurred and be continuing on the
                  date of such deposit or during the period ending on the 91st
                  day after such date;

         (d)      The Company shall have delivered to the Trustee an Opinion of
                  Counsel confirming that Holders of the Securities of such
                  series will not recognize income, gain or loss for federal
                  income tax purposes as a result of such deposit and defeasance
                  and will be subject to federal income tax on the same amounts,
                  in the






                                       30
<PAGE>

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

         (e)      The Company shall have delivered to the Trustee an Officers
                  Certificate stating the deposit was not made by the Company
                  with the intent of preferring the Holders of the Securities of
                  such series over any other creditors of the Company or with
                  the intent of defeating, hindering, delaying or defrauding any
                  other creditors of the Company; and

         (f)      The Company shall have delivered to the Trustee an Officers
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent herein provided for relating to the
                  defeasance contemplated by this Section have been complied
                  with.

         SECTION 8.05 REPAYMENT TO COMPANY.

         The Trustee and the Paying Agent shall pay to the Company upon the
Company's request any money held by them for the payment of principal or
interest that remains unclaimed for two years after the date upon which such
payment shall have become due. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person.

                                   ARTICLE 9.
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

         SECTION 9.01 WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee as to any series of Securities may
supplement or amend this Indenture or the Securities without notice to or the
consent of any Securityholder:

                  (1)      to cure any ambiguity, defect or inconsistency;

                  (2)      to comply with Article 5;

                  (3)      to comply with any requirements of the Commission in
                           connection with the qualification of this Indenture
                           under the TIA;

                  (4)      to provide for uncertificated Securities in
                           addition to or in place of certificated Securities;

                  (5)      to add to, change or eliminate any of the provisions
                           of this Indenture in respect of one or more series of
                           Securities, provided, however, that any such
                           addition, change or elimination (A) shall neither
                           (i) apply to any Security of any series created prior
                           to the execution of such supplemental indenture
                           and entitled to the benefit of such provision nor
                           (ii) modify the rights of the Holder of any such
                           Security with respect to such provision or (B) shall
                           become effective only when there is no outstanding
                           Security of any


                                       31
<PAGE>

                           series created prior to the execution of such
                           supplemental indenture and entitled to the benefit of
                           such provision;

                  (6)      to make any change that does not adversely affect in
                           any material respect the interests of the
                           Securityholders of any series; or

                  (7)      to establish additional series of Securities as
                           permitted by Section 2.01 hereof.

         SECTION 9.02 WITH CONSENT OF HOLDERS.

         Subject to Section 6.07, the Company and the Trustee as to any series
of Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class. The Holders of a majority in principal amount
of the then outstanding Securities of any series may also waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to that series or the Securities of that series; provided, however, that
without the consent of each Securityholder affected, an amendment or waiver may
not:

                  (1)      reduce the percentage of the principal amount of
                           Securities whose Holders must consent to an amendment
                           or waiver;

                  (2)      reduce the amount of, or postpone the date fixed for,
                           the payment of any sinking fund or analogous
                           provision;

                  (3)      reduce the rate of, or change the time for payment of
                           interest on, any Security;

                  (4)      reduce the principal of or change the fixed maturity
                           of any Security or waive a redemption payment or
                           alter the redemption provisions with respect thereto;

                  (5)      make any Security payable in money other than that
                           stated in the Security (including defaulted
                           interest);

                  (6)      reduce the principal amount of original Issue
                           Discount Securities payable upon acceleration of the
                           maturity thereof;

                  (7)      make any change in Section 6.04, 6.07 or 9.02 (this
                           sentence); or

                  (8)      waive a default in the payment of the principal of,
                           or interest on, any Security, except to the extent
                           otherwise provided for in Section 6.02 hereof.

         An amendment or waiver under this Section that waives, changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular series of
Securities, or that modifies the rights of the Holders of






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<PAGE>

Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.

         It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

         The Company shall mail supplemental indentures to Holders upon request.
Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

         SECTION 9.03 REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of the Security or portion of the Security that evidences the same debt
as the consenting Holder's Security, even if notation of the consent is not made
on any Security; provided, however, that unless a record date shall have been
established pursuant to Section 2.12(a) hereof, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives the notice of revocation before the date on which the
amendment or waiver becomes effective. An amendment or waiver shall become
effective on receipt by the Trustee of consents from the Holders of the
requisite percentage of principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

         SECTION 9.04 NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment or waiver changes the terms of a Security: (a) the
Trustee may require the Holder of the Security to deliver it to the Trustee, the
Trustee may, at the written direction of the Company and at the Company's
expense, place an appropriate notation on the Security about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation on
any Security thereafter authenticated; or (b) if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms.

         SECTION 9.05 TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall receive an Opinion of Counsel stating that the
execution of any amendment or waiver proposed pursuant to this Article is
authorized or permitted by this Indenture. Subject to the preceding sentence,
the Trustee shall sign such amendment or waiver if the same does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver that affects the Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.




                                       33
<PAGE>

                                   ARTICLE 10.
                                  MISCELLANEOUS

         SECTION 10.01 NOTICES.

         Any notice or communication is duly given if in writing and delivered
in person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next-day delivery,
addressed as follows:

         If to the Company:

                  Golden Star Resources Ltd.
                  10579 Bradford Road, Suite 103
                  Littleton, Colorado, 80127-4247
                  Attention:  Chief Executive Officer
                  Telephone:  (303) 830-9000
                  Facsimile:  (303) 830-9094

         If to the Trustee:

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

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

                  --------------------------
                  Attention:
                             ---------------
                  Telephone:
                             ---------------
                  Facsimile:
                             ---------------

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next-day delivery.

         Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.




                                       34
<PAGE>

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         SECTION 10.02 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

         SECTION 10.03 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

         (a)      an Officers Certificate stating that, in the opinion of the
                  signers, all conditions precedent, if any, provided for in
                  this Indenture relating to the proposed action have been
                  complied with; and

         (b)      an Opinion of Counsel stating that, in the opinion of such
                  counsel, all such conditions precedent have been complied
                  with.

         SECTION 10.04 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate provided
for in Section 4.03 hereof) shall include:

                  (1)      a statement that the Person making such certificate
                           or opinion has read such covenant or condition;

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

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

                  (4)      a statement as to whether or not, in the opinion of
                           such Person, such condition or covenant has been
                           complied with; provided, however, that with respect
                           to matters of fact an Opinion of Counsel may rely on
                           an Officers Certificate or certificates of public
                           officials.


                                       35
<PAGE>

         SECTION 10.05 RULES BY TRUSTEE AND AGENTS.

         The Trustee as to Securities of any series may make reasonable rules
for action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

         SECTION 10.06 LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in _______________, are not required to be open. If a payment date
is a Legal Holiday at a place of payment, payment may be made at that place on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

         SECTION 10.07 NO RECOURSE AGAINST OTHERS.

         A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under any series of
Securities or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration of issuance of the Securities.

         SECTION 10.08 COUNTERPARTS.

         This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         SECTION 10.09 GOVERNING LAW.

         The laws of the State of _________ shall govern this Indenture and the
Securities, without regard to the conflict of laws provisions thereof.

         SECTION 10.10 SEVERABILITY.

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

         SECTION 10.11 EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC.

         The Article and Section headings herein and the table of contents are
for convenience only and shall not affect the construction hereof.





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<PAGE>

         SECTION 10.12 SUCCESSORS AND ASSIGNS.

         All covenants and agreements of the Company in this Indenture and the
securities shall bind its successors and assigns. All agreements of the Trustee
in this Indenture shall bind its successor.

         SECTION 10.13 NO INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

                            [signature page follows]



                                       37
<PAGE>


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

                                  GOLDEN STAR RESOURCES LTD.



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



                                  ----------------------------------
                                  as Trustee



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




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