<PAGE>



                           Jarden Corporation, Issuer


                                       and


                          The Bank of New York, Trustee




                                    Indenture


                          Dated as of January 29, 2003



                                 DEBT SECURITIES



<PAGE>

                               JARDEN CORPORATION
                                 DEBT SECURITIES
                             CROSS REFERENCE SHEET(1)

              This Cross Reference Sheet shows the location in the
                  Indenture of the provisions inserted pursuant
                   to Sections 310 - 318(a), inclusive, of the
                    Trust Indenture Act of 1939, as amended.

Trust Indenture Act                                      Sections of Indenture
-------------------                                      ---------------------

  (section)310(a)(1)......................................       9.08
           (a)(2).........................................       9.08
           (a)(3).........................................       Inapplicable
           (a)(4).........................................       Inapplicable
           (a)(5).........................................       9.08
           (b)............................................       9.07 and 9.09
           (c)............................................       Inapplicable
  (section)311(a).........................................       9.12
           (b)............................................       9.12
           (c)............................................       Inapplicable
  (section)312(a).........................................       7.01 and 7.02
           (b)............................................       7.02
           (c)............................................       7.02
  (section)313(a).........................................       7.03
           (b)............................................       7.03
           (c)............................................       7.03
           (d)............................................       7.03
  (section)314(a) ........................................       7.04, 13.05
           (b)............................................       Inapplicable
           (c)(l).........................................       13.05
           (c)(2).........................................       13.05
           (c)(3).........................................       Inapplicable
           (d)............................................       Inapplicable
           (e)............................................       13.05
           (f)............................................       Inapplicable
  (section)315 (a)........................................       9.01
           (b)............................................       8.08
           (c)............................................       9.01
           (d)............................................       9.01
           (e)............................................       8.07
  (section)316 (a)........................................       1.01
           (a)(l)(A)......................................       8.01 and 8.06



--------
   1     The Cross Reference Sheet is not part of the Indenture.



<PAGE>

           (a)(l)(B) .....................................       8.01
           (a)(2) ........................................       Inapplicable
           (b)............................................       8.09
           (c)............................................       13.11
  (section)317(a)(1) .....................................       8.02
           (a)(2) ........................................       8.11
           (b) ...........................................       6.03
  (section)318(a) ........................................      13.08




                                      (2)
<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                     <C>
ARTICLE I.      DEFINITIONS..............................................................................1

   SECTION 1.01.     CERTAIN TERMS DEFINED...............................................................1

ARTICLE II.    THE SECURITIES...........................................................................11

   SECTION 2.01.     DESIGNATION AND AMOUNT OF SECURITIES...............................................11
   SECTION 2.02.     FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF AUTHENTICATION.....................12
   SECTION 2.03.     DATE AND DENOMINATIONS.............................................................13
   SECTION 2.04.     EXECUTION, AUTHENTICATION AND DELIVERY OF SECURITIES...............................13
   SECTION 2.05.     REGISTRATION OF TRANSFER AND EXCHANGE..............................................14
   SECTION 2.06.     TEMPORARY SECURITIES...............................................................16
   SECTION 2.07.     MUTILATED, DESTROYED, LOST, AND STOLEN SECURITIES..................................16
   SECTION 2.08.     CANCELLATION OF SURRENDERED SECURITIES.............................................17
   SECTION 2.09.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................................17
   SECTION 2.10.     PERSONS DEEMED OWNERS..............................................................19
   SECTION 2.11.     COMPUTATION OF INTEREST............................................................19
   SECTION 2.12.     CUSIP NUMBERS......................................................................19

ARTICLE III.    REDEMPTION OF SECURITIES................................................................19

   SECTION 3.01.     APPLICABILITY OF ARTICLE...........................................................19
   SECTION 3.02.     ELECTION TO REDEEM; NOTICE TO TRUSTEE..............................................19
   SECTION 3.03.     DEPOSIT OF REDEMPTION PRICE........................................................20
   SECTION 3.04.     SECURITIES PAYABLE ON REDEMPTION DATE..............................................21
   SECTION 3.05.     SECURITIES REDEEMED IN PART........................................................21

ARTICLE IV.    SINKING FUNDS............................................................................21

   SECTION 4.01.     APPLICABILITY OF ARTICLE...........................................................21
   SECTION 4.02.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..............................22
   SECTION 4.03.     REDEMPTION OF SECURITIES FOR SINKING FUND..........................................22

ARTICLE V.      DEFEASANCE AND COVENANT DEFEASANCE......................................................22

   SECTION 5.01.     COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.......................22
   SECTION 5.02.     DEFEASANCE AND DISCHARGE...........................................................23
   SECTION 5.03.     COVENANT DEFEASANCE................................................................23
   SECTION 5.04.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE....................................24
   SECTION 5.05.     DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                     OTHER MISCELLANEOUS PROVISIONS.....................................................25
   SECTION 5.06.     REINSTATEMENT......................................................................26

ARTICLE VI.     PARTICULAR COVENANTS OF THE COMPANY.....................................................26

   SECTION 6.01.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST ON SECURITIES...........................26
   SECTION 6.02.     MAINTENANCE OF OFFICE OR AGENCY....................................................26
   SECTION 6.03.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..................................27
   SECTION 6.04.     PAYMENT OF TAXES AND OTHER CLAIMS..................................................28
   SECTION 6.05.     EXISTENCE..........................................................................28
   SECTION 6.06.     COMPLIANCE WITH LAWS...............................................................28
   SECTION 6.07.     STATEMENT BY OFFICERS AS TO DEFAULT................................................28
   SECTION 6.08.     WAIVER OF CERTAIN COVENANTS........................................................29
   SECTION 6.09.     CALCULATION OF ORIGINAL ISSUE DISCOUNT.............................................29

ARTICLE VII.    SECURITIES HOLDERS' LIST AND REPORTS BY THE COMPANY AND
                     THE TRUSTEE........................................................................29

   SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..........................29
   SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS..............................29


   SECTION 7.03.     REPORTS BY TRUSTEE.................................................................30
   SECTION 7.04.     REPORTS BY COMPANY.................................................................30

ARTICLE VIII.    DEFAULT................................................................................31

   SECTION 8.01.     EVENT OF DEFAULT...................................................................31
   SECTION 8.02.     COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON SECURITIES
                     ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL; SUITS FOR ENFORCEMENT BY
                     TRUSTEE............................................................................33
   SECTION 8.03.     APPLICATION OF MONEY COLLECTED BY TRUSTEE..........................................34
   SECTION 8.04.     LIMITATION ON SUITS BY HOLDERS OF SECURITIES.......................................35
   SECTION 8.05.     RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF RIGHTS
                     NOT A WAIVER OF EVENT OF DEFAULT...................................................35
   SECTION 8.06.     RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF OUTSTANDING
                     SECURITIES TO DIRECT TRUSTEE.......................................................36
   SECTION 8.07.     REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS UNDER THE
                     INDENTURE OR AGAINST THE TRUSTEE...................................................36
   SECTION 8.08.     NOTICE OF DEFAULTS.................................................................36
   SECTION 8.09.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, AND INTEREST.........37
   SECTION 8.10.     RESTORATION OF RIGHTS AND REMEDIES.................................................37
   SECTION 8.11.     TRUSTEE MAY FILE PROOFS OF CLAIMS..................................................37

ARTICLE IX.      CONCERNING THE TRUSTEE.................................................................37

   SECTION 9.01.     CERTAIN DUTIES AND RESPONSIBILITIES................................................37
   SECTION 9.02.     CERTAIN RIGHTS OF TRUSTEE..........................................................39
   SECTION 9.03.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................40
   SECTION 9.04.     MAY HOLD SECURITIES................................................................40
   SECTION 9.05.     MONEY HELD IN TRUST................................................................40
   SECTION 9.06.     COMPENSATION AND REIMBURSEMENT.....................................................40
   SECTION 9.07.     DISQUALIFICATION; CONFLICTING INTERESTS............................................41
   SECTION 9.08.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY............................................41
   SECTION 9.09.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..................................42
   SECTION 9.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................43
   SECTION 9.11.     MERGER, CONVERSION, CONSOLIDATION, OR SUCCESSION TO BUSINESS.......................44
   SECTION 9.12.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..................................44
   SECTION 9.13.     APPOINTMENT OF AUTHENTICATING AGENT................................................45
   SECTION 9.14.     TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY............................46

ARTICLE X.       SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS............................................46

   SECTION 10.01.    PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED INTO WITHOUT
                     CONSENT OF HOLDERS.................................................................47
   SECTION 10.02.    MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF AT LEAST A MAJORITY
                     IN PRINCIPAL AMOUNT OF OUTSTANDING SECURITIES......................................48
   SECTION 10.03.    EXECUTION OF SUPPLEMENTAL INDENTURES...............................................49
   SECTION 10.04.    EFFECT OF SUPPLEMENTAL INDENTURES..................................................49
   SECTION 10.05.    CONFORMITY WITH TRUST INDENTURE ACT................................................49
   SECTION 10.06.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.................................49

ARTICLE XI.      CONSOLIDATION, MERGER, SALE, OR TRANSFER...............................................50

   SECTION 11.01.    CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES PERMITTED ONLY ON CERTAIN TERMS....50

ARTICLE XII.      SATISFACTION AND DISCHARGE OF INDENTURE...............................................50

   SECTION 12.01.    SATISFACTION AND DISCHARGE OF INDENTURE............................................50
   SECTION 12.02.    APPLICATION OF TRUST MONEY.........................................................51


                                      (ii)
<PAGE>
ARTICLE XIII.     MISCELLANEOUS PROVISIONS..............................................................51

   SECTION 13.01.    SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE...............................51
   SECTION 13.02.    SERVICE OF REQUIRED NOTICE TO TRUSTEE AND COMPANY..................................51
   SECTION 13.03.    SERVICE OF REQUIRED NOTICE TO HOLDERS; WAIVER......................................52
   SECTION 13.04.    INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
                     THE STATE OF NEW YORK..............................................................52
   SECTION 13.05.    COMPLIANCE CERTIFICATES AND OPINIONS...............................................52
   SECTION 13.06.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................................53
   SECTION 13.07.    PAYMENTS DUE ON NON-BUSINESS DAYS..................................................53
   SECTION 13.08.    PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL..............................53
   SECTION 13.09.    INVALIDITY OF PARTICULAR PROVISIONS................................................53
   SECTION 13.10.    INDENTURE MAY BE EXECUTED IN COUNTERPARTS..........................................54
   SECTION 13.11.    ACTS OF HOLDERS; RECORD DATES......................................................54
   SECTION 13.12.    EFFECT OF HEADINGS AND TABLE OF CONTENTS...........................................56
   SECTION 13.13.    BENEFITS OF INDENTURE..............................................................56

</TABLE>


                                     (iii)
<PAGE>


         Indenture, dated as of January 29, 2003 between Jarden Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and The Bank of New York, a New York banking corporation,
(herein called the "Trustee").

                                    RECITALS

              A. 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, and other evidences of indebtedness (the "Securities"), to be issued in
one or more series as in this Indenture provided.

              B. The Securities of each series will be in such form as may be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by this
Indenture, and may have such letters, numbers, or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  In order to declare the terms and conditions upon which the
Securities are authenticated, issued, and delivered, and in consideration of the
premises and of the purchase and acceptance of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of the
respective Holders from time to time of the Securities or of a series thereof,
as follows:

                                   Article I.

                                  DEFINITIONS

    Section 1.01. Certain Terms Defined.

         (a) The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context of this Indenture otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture that are defined in the Trust Indenture Act, either directly or
by reference therein (except as herein otherwise expressly provided or unless
the context of this Indenture otherwise requires), have the respective meanings
assigned to such terms in the Trust Indenture Act as in force at the date of
this Indenture as originally executed.

Act:

         The term "Act", when used with respect to any Holder, has the meaning
set forth in Section 13.11.


<PAGE>

Affiliate:

         The term "Affiliate" means, with respect to a particular Person, any
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition, control
of a Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative of the foregoing.

Authenticating Agent:

         The term "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 9.13 to act on behalf of the Trustee to authenticate
Securities of one or more series.

Board of Directors:

         The term "Board of Directors" means the Board of Directors of the
Company or a duly authorized committee of such Board.

Board Resolution:

         The term "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 and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

Business Day:

         The term "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday, and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or required by law or executive order to close.

Capital Lease Obligations:

         The term "Capital Lease Obligations" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

Commission:

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

                                      -2-
<PAGE>

Common Stock:

         The term "Common Stock" means the common stock of the Company, par
value $0.01 per share.

Company:

         The term "Company" means Jarden Corporation, a Delaware corporation,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" will mean such successor
Person.

Company Request or Company Order:

         The term "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by the Chairman, Vice Chairman, Chief
Executive Officer, Chief Financial Officer, Secretary, or any Vice President of
the Company, and delivered to the Trustee.

Corporate Trust Office:

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate form time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

Covenant Defeasance:

         The term "Covenant Defeasance" has the meaning set forth in Section
5.03.

Default:

         The term "Default" means any event which, with notice or passage of
time or both, would constitute an Event of Default.

Defaulted Interest:

         The term "Defaulted Interest" has the meaning set forth in Section
2.09.

Defeasance:

         The term "Defeasance" has the meaning set forth in Section 5.02.

Defeasible Series:

         The term "Defeasible Series" has the meaning set forth in Section 5.01.



                                      -3-
<PAGE>

Depositary:

         The term "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 2.01.

Event of Default:

         The term "Event of Default" has the meaning set forth in Section
8.01(a).

Exchange Act:

         The term "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, as the same may be in effect from time to time.

GAAP:

         The term "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and The American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by any
successor entity as may be in general use by significant segments of the
accounting profession, which are applicable to the circumstances as of the date
of determination.

Global Security:

         The term "Global Security" means a Security that evidences all or part
of the Securities of any series and is authenticated and delivered to, and
registered in the name of, the Depositary for such Securities or a nominee
thereof.

Holder:

         The term "Holder" means a person in whose name a particular Security is
registered in the Security Register.

Indebtedness:

         The term "Indebtedness" means, as applied to any Person, without
duplication: (a) all obligations of such Person for borrowed money; (b) all
obligations of such Person representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; (c) all obligations of such Person evidenced
by notes, bonds, debentures, or other similar instruments (other than
performance, surety, and appeals bonds arising in the ordinary course of
business); (d) any Capital Lease Obligation of such Person; (f) all
reimbursement, payment, or similar obligations, contingent or otherwise, of such
Person



                                      -4-
<PAGE>

under acceptance or letters of credit (other than letters of credit in
support of trade obligations or incurred in connection with public liability
insurance, workers compensation, unemployment insurance, old-age pensions, and
other social security benefits other than in respect of employee benefit plans
subject to ERISA); (g) all obligations of such Person, contingent or otherwise,
under any guarantee by such Person of the obligations of another Person of the
type referred to in clauses (a) through (f) above; and (h) all obligations
referred to in clauses (a) through (f) above secured by any mortgage or security
interest in property (including without limitation accounts, contract rights,
and general intangibles) owned by such Person and as to which such Person has
not assumed or become liable for the payment of such obligations other than to
the extent of the property subject to such mortgage or security interest;
provided, however, that Indebtedness of the type referred to in clauses (g) and
(h) above shall be included within the definition of "Indebtedness" only to the
extent of the least of: (i) the amount of the underlying Indebtedness referred
to in the applicable clause (a) through (f) above; (ii) in the case of clause
(g), the limit on recoveries, if any, from such Person under obligations of the
type referred to in clause (g) above; and (iii) in the case of clause (h), the
aggregate value (as determined in good faith by the Board of Directors) of the
security for such Indebtedness.

         The amount of any Indebtedness outstanding as of any date shall be:

         (1) the accreted value of the Indebtedness, in the case of any
    Indebtedness issued with original issue discount;

         (2) the principal amount of the Indebtedness, together with any
    interest on the Indebtedness that is more than 30 days past due, in the case
    of any other Indebtedness;

         (3) the lesser of the Indebtedness and the fair market value of the
    collateral asset, in the case of any Indebtedness of others secured by a
    Lien on any asset of the specified Person; and

         (4) the lesser of the primary Indebtedness and any stated limit on
    recourse under the Guarantee, in the case of Indebtedness of others secured
    by a Guarantee of the specified Person.

Indenture:

         The term "Indenture" means this Indenture, as this Indenture may be
amended, supplemented, or otherwise modified from time to time, including, for
all purposes of this Indenture and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" will also include the terms of particular series of Securities
established as contemplated by Section 2.01.



                                      -5-
<PAGE>

Interest:

         The term "interest" (i) when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest which accrues from and after and is payable after Maturity and (ii)
when used with respect to any Security, means the amount of all interest
accruing on such Security, including any default interest and any interest
accruing after any Event of Default that would have accrued but for the
occurrence of such Event of Default.

Interest Payment Date:

         The term "Interest Payment Date" when used with respect to any Security
means the Stated Maturity of an installment of interest on such Security.

Material Adverse Effect:

         The term "Material Adverse Effect" means a material adverse effect on
the business, assets, financial condition or results of operations of the
Company (taken together with its Subsidiaries as a whole).

Maturity:

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

Notice of Default:

         The term "Notice of Default" means a written notice of the kind set
forth in Section 8.01(a)(iv).

Officer's Certificate:

         The term "Officer's Certificate" means a certificate executed on behalf
of the Company by the Chairman, Vice Chairman, Chief Executive Officer, Chief
Financial Officer, Secretary, or any Vice President of the Company and delivered
to the Trustee.

Opinion of Counsel:

         The term "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who, subject to any express provisions hereof, may be an employee
of or counsel for the Company or any Subsidiary.



                                      -6-
<PAGE>

Original Issue Discount Security:

         The term "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 8.01(b).

Outstanding:

         The term "Outstanding" means, when used with reference to Securities as
of a particular time, all Securities theretofore issued by the Company and
authenticated and delivered by the Trustee under this Indenture, except (a)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation, (b) Securities for the payment or redemption of which money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company is acting as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
often not covered therefor satisfactory to the Trustee has been made, and (c)
Securities paid pursuant to Section 2.07 or Securities in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent, or waiver
hereunder, (i) the principal amount of an Original Issue Discount Security that
will be deemed to be Outstanding will be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof to such date pursuant to Section 8.01(b),
(ii) the principal amount of a Security denominated in one or more foreign
currencies or currency units will be the U.S. dollar equivalent, determined in
the manner contemplated by Section 2.01 on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in clause (i) above) of such
Security, and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor will be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee will be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned will be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgor establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.



                                      -7-
<PAGE>

Paying Agent:

         The term "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

Person:

         The term "Person" means any individual, partnership, corporation, joint
stock company, business trust, trust, unincorporated association, joint venture,
or other entity, or government or political subdivision or agency thereof.

Place of Payment:

         The term "Place of Payment" when used with respect to the Securities of
any series means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 2.01.

Predecessor Security:

         The term "Predecessor Security" when used with respect to any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
exchange for or in lieu of a mutilated, destroyed, lost, or stolen Security will
be deemed to evidence the same debt as the mutilated, destroyed, lost, or stolen
Security.

Redemption Date:

         The term "Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption by or pursuant to this
Indenture.

Redemption Price:

         The term "Redemption Price" when used with respect to any Security to
be redeemed means the price (including premium, if any) at which it is to be
redeemed pursuant to this Indenture.

Regular Record Date:

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 2.01.

Responsible Officer:

         "Responsible Officer" when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust



                                      -8-
<PAGE>

officer, any trust officer, or any other officer associated with the corporate
trust department of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

Securities:

                  The term "Securities" has the meaning set forth in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

Security Register and Security Registrar:

         The terms "Security Register" and "Security Registrar" have the
respective meanings set forth in Section 2.05.

Special Record Date:

         The term "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 2.09.

Stated Maturity:

         The term "Stated Maturity" when used with respect to any Security, any
installment of interest thereon, or any other amount payable under this
Indenture or the Securities means the date specified in this Indenture or such
Security as the regularly scheduled date on which the principal of such
Security, such installment of interest, or such other amount, is due and
payable, and shall not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.

Subsidiary:

         The term "Subsidiary" means, as applied with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof)..



                                      -9-
<PAGE>

Trust Indenture Act:

         The term "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as in force upon the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

Trustee:

         The term "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" will mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series will mean each Trustee with respect to
Securities of that series.

U.S. Government Obligation:

         The term "U.S. Government Obligation" means (a) any security that is
(i) a direct obligation of the United States of America for the payment of which
full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any U.S. Government Obligation
specified in clause (a), which U.S. Government Obligation is held by such
custodian for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any such U.S.
Government Obligation, 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 depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

Vice President:

         The term "Vice President" when used with respect to the Company or the
Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         (b) The words "Article" and "Section" refer to an Article and Section,
respectively, of this Indenture. The words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section, or other subdivision. Certain terms used
principally in Articles V, VI, and IX are defined in those Articles. Terms in
the singular include the plural and terms in the plural include the singular.



                                      -10-
<PAGE>

                                  Article II.

                                 THE SECURITIES

   Section 2.01. Designation and Amount of Securities.

         (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

         (b) The Securities may be issued in one or more series. There will be
established in or pursuant to a Board Resolution and, subject to Section 2.04,
set forth or determined in the manner provided in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series: (i) the title of the Securities of the series
(which will distinguish the Securities of the series from Securities of any
other series); (ii) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in the exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any
Securities which, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder); (iii) the Person to whom any interest on
a Security of the series will be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest; (iv) the date or dates
on which the principal of the Securities of the series is payable; (v) the rate
or rates at which the Securities of the series will bear interest, if any, the
date or dates from which such interest will accrue, the Interest Payment Dates
on which any such interest will be payable, and the Regular Record Date for any
interest payable on any Interest Payment Date; (vi) the place or places where
the principal of and any premium and interest on Securities of the series will
be payable; (vii) the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series will be
redeemed or purchased, in whole or in part, pursuant to such obligation; (ix) if
other than denominations of $1,000 and integral multiples thereof, the
denominations in which Securities of the series will be issuable; (x) the
currency, currencies, or currency units in which payment of the principal of and
any premium and interest on any Securities of the series will be payable if
other than the currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United States of
America for purposes of the definition of "Outstanding" in Section 1.01; (xi) if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, based
upon a formula, or in some other manner, the manner in which such amounts will
be determined; (xii) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or a
Holder thereof, in one or more currencies or currency units other than that or
those in which the



                                      -11-
<PAGE>

Securities are stated to be payable, the currency, currencies, or currency units
in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made will be payable, and the
periods within which and the terms and conditions upon which such election is to
be made; (xiii) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which will be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 8.01(b);
(xiv) if applicable, that the Securities of the series will be subject to either
or both of Defeasance or Covenant Defeasance as provided in Article V, provided
that no series of Securities that is convertible into Common Stock pursuant to
Section 2.01(b)(xvi) or convertible into or exchangeable for any other
securities pursuant to Section 2.01(b)(xvii) will be subject to Defeasance
pursuant to Section 5.02; (xv) if and as applicable, that the Securities of the
series will be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 2.05 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered; (xvi) the terms and conditions, if
any, pursuant to which the Securities are convertible into Common Stock; (xvii)
the terms and conditions, if any, pursuant to which the Securities are
convertible into or exchangeable for any other securities, including (without
limitation) securities of Persons other than the Company; and (xviii) any other
terms of, or provisions, covenants, rights or other matters applicable to, the
series (which terms, provisions, covenants, rights or other matters will not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 10.01(e)).

         (c) All Securities of any one series will be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to below and (subject to Section 2.04) set
forth or determined in the manner provided in the Officer's Certificate referred
to above or in any such indenture supplemental hereto.

         (d) If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
will be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee concurrently with or prior to the delivery of the
Officer's Certificate setting forth the terms of the series.

    Section 2.02. Form of Securities and Trustee's Certificate of
Authentication.

         (a) If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action will be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee concurrently with or prior to the delivery
of the Company Order contemplated by Section 2.04 for the authentication and
delivery of such Securities.

         (b) The definitive Securities will be printed, lithographed, or
engraved on steel engraved borders or may be produced in any other manner
permitted by the rules



                                      -12-
<PAGE>

of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

    Section 2.03. Date and Denominations.

         Each Security will be dated the date of its authentication. The
Securities of each series will be issuable only in registered form without
coupons in such denominations as may be specified as contemplated by Section
2.01. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series will be issuable in
denominations of $1,000 and integral multiples thereof.

    Section 2.04. Execution, Authentication and Delivery of Securities.

         (a) The Securities will be executed on behalf of the Company by the
Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer,
Secretary or any Vice President of the Company. The signature of any of these
officers on the Securities may be manual or facsimile.

         (b) Only such Securities bearing the Trustee's certificate of
authentication, signed manually (which may be via facsimile) by the Trustee,
will be entitled to the benefits of this Indenture or be valid or obligatory for
any purpose. Such execution of the certificate of authentication by the Trustee
upon any Securities executed by the Company will be conclusive evidence that the
Securities so authenticated have been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.08, for all purposes of this Indenture such Security will
be deemed never to have been authenticated and delivered hereunder and will
never be entitled to the benefits of this Indenture.

         (c) Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company will bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

         (d) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order will authenticate and deliver such Securities.
If the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive, and (subject to Section 9.01) will be fully protected in
relying upon, an Opinion of Counsel stating:



                                      -13-
<PAGE>

         (i) if the form of such Securities has been established by or pursuant
    to a Board Resolution as permitted by Section 2.02, that such form has been
    established in conformity with the provisions of this Indenture,

         (ii) if the terms of such Securities have been established by or
    pursuant to a Board Resolution as permitted by Section 2.01, that such terms
    have been established in conformity with the provisions of this Indenture,

         (iii) that such Securities, when authenticated and delivered by the
    Trustee and issued by the Company in the manner and subject to any
    conditions specified in such Opinion of Counsel, will constitute valid and
    binding obligations of the Company enforceable in accordance with their
    terms, except as the enforceability thereof may be limited by bankruptcy,
    insolvency, reorganization, moratorium, or other laws relating to or
    affecting creditors' rights and by general principles of equity; and

         (iv) that all laws and requirements in respect of the execution and
    delivery by the Company of such Securities have been complied with

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all
Securities of a series are not to be originally issued at one time, it will not
be necessary to deliver the Officer's Certificate otherwise required pursuant to
Section 2.01 or the Company Order and Opinion of Counsel otherwise required
pursuant to Section 2.04(d) at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

    Section 2.05. Registration of Transfer and Exchange.

         (a) The Company will cause to be kept at the Corporate Trust Office, or
such other office or agency that the Company will maintain, a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company will provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

         (b) Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company will execute, and the Trustee will authenticate and deliver in the name
of the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of a like aggregate principal
amount and tenor.

                                      -14-
<PAGE>

         (c) At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company will execute, and the
Trustee will authenticate and deliver the Securities which the Holder making the
exchange is entitled to receive.

         (d) Every Security presented or surrendered for registration of
transfer or exchange will (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument or instruments of transfer,
in form reasonably satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing. No
service charge will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax, assessment, fee or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 2.06, 3.05, or 10.06 not involving any
transfer. The Company will not be required (i) to issue, register the transfer
of, or exchange Securities of any series during a period beginning at the
opening of business 15 calendar days before the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
3.02(c) and ending at the close of business on the day of such mailing, (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Securities to be redeemed in part,
the portion thereof not being redeemed, or (iii) to register the transfer of or
to exchange any Security between a record date and the next succeeding interest
payment date with respect to such Security.

         (e) All Securities issued upon any registration of transfer or exchange
of Securities will be valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         (f) Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(i) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) ceases to be a clearing
agency registered under the Exchange Act, (ii) the Company executes and delivers
to the Trustee a Company Order that such Global Security shall be so
transferable, registrable, and exchangeable, and such transfers shall be
registrable, or (iii), or there shall exist such other circumstances, if any, as
have been specified for this purpose as contemplated by Section 2.01.
Notwithstanding any other provision in this Indenture, a Global Security to
which the restriction set forth in the preceding sentence shall have ceased to
apply may be transferred only to, and may be registered and exchanged for
Securities registered only in the name or names of, such Person or Persons as
the Depositary for such Global Security shall have directed and no transfer
thereof other than such a transfer may be registered. Every Security
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu



                                      -15-
<PAGE>

of, a Global Security to which the restriction set forth in the first sentence
of this Section 2.05(f) shall apply, whether pursuant to this Section 2.05,
Section 2.06, 2.07, 3.05, or 10.06 or otherwise, will be authenticated and
delivered in the form of, and will be, a Global Security.

         (g) Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

    Section 2.06. Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute and register and upon Company Order the Trustee will
authenticate and deliver temporary Securities (printed, lithographed, or
typewritten) of any authorized denomination, and substantially in the form of
the definitive Securities but with such omissions, insertions, and variations as
may be appropriate for temporary Securities, all as may be determined by the
officers executing such Securities as evidenced by their execution of such
Securities. Every temporary Security will be executed and registered by the
Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. The Company will execute and register and furnish definitive
Securities of such series as soon as practicable and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor at
the office or agency of the Company in the Place of Payment for that series, and
the Trustee will authenticate and deliver in exchange for such temporary
Securities of such series one or more definitive Securities of the same series,
of any authorized denominations, and of a like aggregate principal amount and
tenor. Such exchange will be made by the Company at its own expense and without
any charge to the Holder therefor. Until so exchanged, the temporary Securities
of any series will be entitled to the same benefits under this Indenture as
definitive Securities of the same series authenticated and delivered hereunder.

    Section 2.07. Mutilated, Destroyed, Lost, and Stolen Securities.

         (a) If any mutilated Security is surrendered to the Trustee, the
Company will execute and the Trustee will authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         (b) If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss, or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company will execute and the Trustee will authenticate
and deliver, in lieu of any such destroyed, lost, or stolen



                                      -16-
<PAGE>

Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         (c) In case any such mutilated, destroyed, lost, or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         (d) Upon the issuance of any new Security under this Section 2.07, the
Company may require the payment of a sum sufficient to cover any tax,
assessment, fee or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

         (e) Every new Security of any series issued pursuant to this Section
2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost,
or stolen Security will constitute an original additional contractual obligation
of the Company, whether or not the mutilated, destroyed, lost, or stolen
Security shall be at any time enforceable by anyone, and will be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of that series duly issued hereunder.

         (f) The provisions of this Section 2.07 are exclusive and will preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost, or stolen Securities.

    Section 2.08. Cancellation of Surrendered Securities.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any sinking fund payment will, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and will be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered will be promptly
cancelled by the Trustee. No Securities will be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section 2.08, except
as expressly permitted by this Indenture. The Trustee shall dispose of all
cancelled Securities in accordance with its customary procedures and deliver a
certificate of such cancellation to the Company, if the Company so requests.

    Section 2.09. Payment of Interest; Interest Rights Preserved.

         (a) Except as otherwise provided as contemplated by Section 2.01 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date will
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.



                                      -17-
<PAGE>

         (b) Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") will forthwith cease to be payable to the Holder on
the relevant regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company together with interest thereon (to
the extent permitted by law) at the rate of interest applicable to such
Security, at its election in each case, as provided in clause (i) or (ii) below:

         (i) The Company may elect to make payment of any Defaulted Interest
    (and interest thereon, if any) to the Persons in whose names the Securities
    of such series (or their respective Predecessor Securities) are registered
    at the close of business on a Special Record Date for the payment of such
    Defaulted Interest, which will be fixed in the following manner. The Company
    will promptly notify the Trustee in writing of the amount of Defaulted
    Interest (and interest thereon, if any) proposed to be paid on each Security
    of such series and the date of the proposed payment, and at the same time
    the Company will deposit with the Trustee an amount of money equal to the
    aggregate amount proposed to be paid in respect of such Defaulted Interest
    (and interest thereon, if any) or will make arrangements satisfactory to the
    Trustee for such deposit prior to the date of the proposed payment, such
    money when deposited to be held in trust for the benefit of the persons
    entitled to such Defaulted Interest (and interest thereon, if any) as in
    this clause (i). Thereupon the Company will fix a Special Record Date for
    the payment of such Defaulted Interest (and interest thereon, if any) which
    will be not more than 15 calendar days and not less than 10 calendar days
    prior to the date of the proposed payment. The Company will promptly notify
    the Trustee of such Special Record Date and the Company or, at the Company's
    request, the Trustee, in the name and at the expense of the Company, will
    cause notice of the proposed payment of such Defaulted Interest and the
    Special Record Date therefor to be mailed, first class postage prepaid, to
    each Holder of Securities of such series at his address as it appears in the
    Security Register, not less than 10 calendar days prior to such Special
    Record Date. Notice of the proposed payment of such Defaulted Interest (and
    interest thereon, if any) and the Special Record Date therefor having been
    so mailed, such Defaulted Interest will be paid to the Persons in whose
    names the Securities of such series (or their respective Predecessor
    Securities) are registered at the close of business on such Special Record
    Date and will no longer be payable pursuant to the following clause (ii).

         (ii) The Company may make payment of any Defaulted Interest (and
    interest thereon, if any) on the Securities of any series in any other
    lawful manner not inconsistent with the requirements of any securities
    exchange on which such Securities may be listed, and upon such notice as may
    be required by such exchange, if, after notice given by the Company to the
    Trustee of the proposed payment pursuant to this clause (ii), such manner of
    payment shall be deemed practicable by the Trustee.

         (c) Subject to the foregoing provisions of this Section 2.09, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for



                                      -18-
<PAGE>

or in lieu of any other Security will carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

    Section 2.10. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 2.09) any interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and neither
the Company, the Trustees nor any agent of the Company or the Trustee will be
affected by notice to the contrary.

    Section 2.11. Computation of Interest.

         Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

    Section 2.12. CUSIP Numbers.

         The Company in issuing any series of the Securities may use CUSIP
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                  Article III.

                            REDEMPTION OF SECURITIES

    Section 3.01. Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity will be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

    Section 3.02. Election to Redeem; Notice to Trustee.

         (a) The election of the Company to redeem any Securities will be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company will, at least 20 calendar days prior to the notice of
redemption sent by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify



                                      -19-
<PAGE>

the Trustee of such Redemption Date and the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company will furnish the
Trustee with an Officer's Certificate evidencing compliance with such
restriction.

         (b) Notice of redemption of Securities to be redeemed at the election
of the Company will be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and will be irrevocable.
Notice of redemption will be given by mail, first class postage prepaid, not
less than 30 or more than 60 calendar days prior to the Redemption Date, to each
Holder of Securities to be redeemed, at his address appearing in the Security
Register. All notices of redemption will include the CUSIP number and will state
(i) the Redemption Date, (ii) the Redemption Price, (iii) if less than all the
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption of any Securities, the principal
amounts) of the particular Securities to be redeemed, (iv) that on the
Redemption Date the Redemption Price plus accrued interest, if applicable, will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,
(v) the place or places where such Securities are to be surrendered for payment
of the Redemption Price, (vi) that the redemption is for a sinking fund, if such
is the case, and (vii) the specific provision of this Indenture pursuant to
which such Securities are to be redeemed.

         (c) If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed will be selected not more than 60
calendar days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee may deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The Trustee
will promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

         (d) For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities will relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

    Section 3.03. Deposit of Redemption Price.

         Prior to 10:00 a.m. (local time at the Place of Payment) on the
Redemption Date specified in the notice of redemption given as provided in
Section 3.02, the Company will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 6.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the



                                      -20-
<PAGE>

Redemption Date shall be an Interest Payment Date) any accrued interest on, all
of the Securities that are to be redeemed on that date. The Trustee or the
Paying Agent will promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay such Redemption Price of, and accrued interest on, such Securities that are
to be redeemed on that date.

    Section 3.04. Securities Payable on Redemption Date.

         (a) Notice of redemption having been given as aforesaid, the Securities
so to be redeemed will, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company defaults in the payment of the Redemption Price and accrued interest)
such Securities will cease to accrue interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security will be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 2.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates in accordance with their terms
and the provisions of Section 2.09.

         (b) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium will, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

    Section 3.05. Securities Redeemed in Part.

         Any Security that is to be redeemed only in part will be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company will execute, and the Trustee will
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   Article IV.

                                  SINKING FUNDS

    Section 4.01. Applicability of Article.

         The provisions of this Article IV will be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 2.01 for Securities of such series. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount



                                      -21-
<PAGE>

provided for by the terms of Securities of any series is herein referred to as
an "optional sinking fund payment". If provided for by the terms of Securities
of any series, the amount of any sinking fund payment may be subject to
reduction as provided in Section 4.02. Each sinking fund payment with respect to
Securities of a particular series will be applied to the redemption of
Securities of such series as provided for by the terms of Securities of such
series.

    Section 4.02. Satisfaction of Sinking Fund Payments With Securities.

         The Company (a) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (b) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities will be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment will be reduced
accordingly.

    Section 4.03. Redemption of Securities for Sinking Fund.

         Not less than 45 calendar days prior to each sinking fund payment date
for any series of Securities (unless a shorter period shall be satisfactory to
the Trustee), the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, that is to be
satisfied by payment of cash and the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 4.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 calendar days before each such sinking fund payment
date, the Trustee will select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02(c) and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02(b). Such notice having been duly
given, the redemption of such Securities will be made upon the terms and in the
manner stated in Sections 3.04 and 3.05.

                                   Article V.

                       DEFEASANCE AND COVENANT DEFEASANCE

    Section 5.01. Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option by Board Resolution at any time,
to have either Section 5.02 or Section 5.03 applied to the Outstanding
Securities of any series designated pursuant to Section 2.01 as being defeasible
pursuant to this Article V (hereinafter called "Defeasible Series"), upon
compliance with the conditions set forth below in this Article V, provided that
Section 5.02 will not apply to any series of



                                      -22-
<PAGE>

Securities that is convertible into Common Stock pursuant to Section
2.01(b)(xvi) or convertible into or exchangeable for any other securities
pursuant to Section 2.01 (b)(xvii).

    Section 5.02. Defeasance and Discharge.

         Upon the Company's exercise of the option provided in Section 5.01 to
have this Section 5.02 applied to the Outstanding Securities of any Defeasible
Series and subject to the proviso to Section 5.01, the Company will be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of such series as provided in this Section 5.02 on and after the date
the conditions set forth in Section 5.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company will be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, will execute proper instruments acknowledging the same), subject to
the following which will survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Securities of such series to receive,
solely from the trust fund described in Section 5.04 and as more fully set forth
in Section 5.04, payments in respect of the principal of and any premium and
interest on such Securities of such series when payments are due, (b) the
Company's obligations with respect to the Securities of such series under
Sections 2.05, 2.06, 2.07, 6.02, 6.03, and 10.06, (c) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder, and (d) this Article V.
Subject to compliance with this Article V, the Company may exercise its option
provided in Section 5.01 to have this Section 5.02 applied to the Outstanding
Securities of any Defeasible Series notwithstanding the prior exercise of its
option provided in Section 5.01 to have Section 5.03 applied to the Outstanding
Securities of such series.

    Section 5.03. Covenant Defeasance.

         Upon the Company's exercise of the option provided in Section 5.01 to
have this Section 5.03 applied to the Outstanding Securities of any Defeasible
Series, (a) the Company will be released from its obligations under Sections
6.04 through 6.06, inclusive, Section 11.01, and the provisions of any
Supplemental Indenture specified in such Supplemental Indenture, and (b) the
occurrence of any event specified in Sections 8.01(a)(iii), 8.01(a)(iv) (with
respect to any of Sections 6.04 through 6.06, inclusive, Section 11.01, and the
provisions of any Supplemental Indenture specified in such Supplemental
Indenture), 8.01(a)(v), and 8.01(a)(viii) will be deemed not to be or result in
an Event of Default, in each case with respect to the Outstanding Securities of
such series as provided in this Section on and after the date the conditions set
forth in Section 5.04 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that the Company may omit to
comply with and will have no liability in respect of any term, condition, or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 8.01(a)(iv)), whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or by reason of any reference
in any such Section to any other provision herein or in any other



                                      -23-
<PAGE>

document, but the remainder of this Indenture and the Securities of such series
will be unaffected thereby.

    Section 5.04. Conditions to Defeasance or Covenant Defeasance.

         The following will be the conditions to application of either Section
5.02 or Section 5.03 to the Outstanding Securities of any Defeasible Series:

         (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee that satisfies the requirements
contemplated by Section 9.08 and agrees to comply with the provisions of this
Article V applicable to it) as trust funds in trust for the benefit of the
Holders of Outstanding Securities of such series (i) money in an amount, or (ii)
U.S. Government Obligations that through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, without
reinvestment, not later than one day before the due date of any payment, money
in an amount, or (iii) a combination thereof, in each case sufficient in the
opinion of an independent firm of certified public accountants, to pay and
discharge, and which will be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on the Securities of such series on the respective Stated Maturities or
on any earlier date or dates on which the Securities of such series shall be
subject to redemption and the Company shall have given the Trustee irrevocable
instructions satisfactory to the Trustee to give notice to the Holders of the
redemption of the Securities of such series, all in accordance with the terms of
this Indenture and the Securities of such series.

         (b) In the case of an election under Section 5.02, the Company shall
have delivered to the Trustee an Opinion of Counsel (from a counsel who shall
not be an employee of the Company) 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 this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon, such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance, and discharge to be effected
with respect to the Securities of such series and will be subject to Federal
income tax on the same amount, in the same manner, and at the same times as
would be the case if such deposit, Defeasance, and discharge were not to occur.

         (c) In the case of an election under Section 5.03, the Company shall
have delivered to the Trustee an Opinion of Counsel (from a counsel who shall
not be an employee of the Company) to the effect that the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to the Securities of such series and will be subject
to Federal income tax on the same amount, in the same manner, and at the same
times as would be the case if such deposit and Covenant Defeasance were not to
occur.



                                      -24-
<PAGE>

         (d) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that the Securities of such series, if then listed on
any securities exchange, will not be delisted solely as a result of such
deposit.

         (e) No Event of Default shall have occurred and be continuing at the
time of such deposit at any time on or prior to the 90th calendar day after the
date of such deposit (it being understood that this condition will not be deemed
satisfied until after such 90th calendar day).

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

         (g) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

    Section 5.05. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

         (a) Subject to the provisions of Section 6.03(e), all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section 5.05
and Section 5.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 5.04 in respect of the
Securities of any Defeasible Series will be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities of such series and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of Securities of such series, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

         (b) The Company will pay and indemnify the Trustee against any tax,
fee, or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 5.04 or the principal and interest
received in respect thereof other than any such tax, fee, or other charge that
by law is for the account of the Holders of Outstanding Securities.

         (c) Notwithstanding anything in this Article V to the contrary, the
Trustee will deliver or pay to the Company from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 5.04 with respect to Securities of any Defeasible Series that are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Defeasance or Covenant Defeasance with respect to the
Securities of such series.



                                      -25-
<PAGE>

    Section 5.06. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article V with respect to the Securities of any series by
reason of any order or judgment of any court or governmental authority
enjoining, restraining, or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
will be revived and reinstated as though no deposit had occurred pursuant to
this Article V with respect to Securities of such series until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 5.05 with respect to Securities of such series in accordance with
this Article V; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any Security of such series following
the reinstatement of its obligations, the Company will be subrogated to the
rights of the Holders of Securities of such series to receive such payment from
the money so held in trust.

                                  Article VI.

                       PARTICULAR COVENANTS OF THE COMPANY

    Section 6.01. Payment of Principal, Premium and Interest on Securities.

         The Company, for the benefit of each series of Securities, will duly
and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

    Section 6.02. Maintenance of Office or Agency.

         (a) The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices, and demands may be made or served at
the Corporate Trust Office, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices, and demands.

         (b) The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
will in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.



                                      -26-
<PAGE>

    Section 6.03. Money for Securities Payments to be Held in Trust.

         (a) If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, prior to 10:00 a.m. (local time at
the Place of Payment) on the due date of the principal of or any premium or
interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

         (b) Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

         (c) The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 6.03, that such Paying Agent will (i) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

         (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent will be released from all further liability with respect to
such money.

         (e) Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium, or interest has become due and payable will be
paid to the Company upon a Company Request (or, if then held by the Company,
will be discharged from such trust); and the Holder of such Security will
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall, at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of



                                      -27-
<PAGE>

Manhattan, The City of New York, notice, to be prepared by the Company, that
such money remains unclaimed and that, after a date specified therein, which
will not be less than 30 calendar days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

    Section 6.04. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments, and
governmental charges levied or imposed upon the Company or any Subsidiary of the
Company provided, however, that the Company will not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge, or
claim the amount, applicability, or validity of which is being contested in good
faith by appropriate proceedings or where the failure to effect such payment
would not constitute a Material Adverse Effect.

    Section 6.05. Existence.

         Subject to Article XI, the Company will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory), and
franchises; provided, however, that neither the Company nor any Subsidiary will
be required to preserve any such right or franchise if the Company determines
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof will not result in a Material
Adverse Effect.

    Section 6.06. Compliance with Laws.

         The Company will, and will cause each of its Subsidiaries to, comply
with all applicable Federal, state, local, or foreign laws, rules, regulations,
or ordinances, including without limitation such laws, rules, regulations, or
ordinances relating to pension, environmental, employee, and tax matters, in
each case to the extent that the failure so to comply would have a Material
Adverse Effect.

    Section 6.07. Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 calendar days after
the end of each fiscal year of the Company ending after the date hereof, an
Officer's Certificate signed by the principal executive officer, principal
financial officer, or principal accounting officer of the Company stating
whether or not to the knowledge of such person after due inquiry the Company is
in default in the performance and observance of any of the material terms,
provisions, and conditions of this Indenture and, if the Company is in default,
specifying all such defaults and the nature and status thereof of which such
person may have such knowledge.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default, or an event which, with notice or the lapse of time or
both, would constitute



                                      -28-
<PAGE>

an Event of Default, an Officer's Certificate setting forth the details of such
Event of Default or default and the action which the Company proposes to take
with respect thereto.

    Section 6.08. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision, or condition set forth in Sections 6.04 through 6.06,
inclusive, and the provisions of any Supplemental Indenture specified in such
Supplemental Indenture, with respect to the Securities of any series if the
Holders of a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision, or condition,
but no such waiver will extend to or affect such term, provision, or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision, or condition will remain in full force and
effect.

    Section 6.09. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  Article VII.

                          SECURITIES HOLDERS' LIST AND
                     REPORTS BY THE COMPANY AND THE TRUSTEE

    Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee (a)
semi-annually, not more than 15 calendar days after the applicable Regular
Record Date, a list for each series of Securities, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of such series as of such Regular Record Date and (b) at such other times as the
Trustee may request in writing, within 30 calendar days after the receipt by the
Company of any such request, a list of similar form and content as of a date not
more than 15 calendar days prior to the time such list is furnished; excluding
from any such lists names and addresses received by the Trustee in its capacity
as Security Registrar.

    Section 7.02. Preservation of Information; Communication to Holders.

         (a) The Trustee will preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of



                                      -29-
<PAGE>

Holders received by the Trustee in its capacity as Security Registrar and shall
otherwise comply with Section 312(a) of the Trust Indenture Act. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

         (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, will be as provided by the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them will be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

    Section 7.03. Reports by Trustee.

         (a) The Trustee will transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
The Trustee shall transmit by mail to all Holders, within sixty days after each
May 15 following the date of this Indenture a brief report, dated as of such May
15, which complies with the provisions of Section 313(a) of the Trust Indenture
Act. The Trustee will also comply with Section 313(b) of the Trust Indenture
Act. The Trustee will also transmit by mail all reports required by Section
313(c) of the Trust Indenture Act and otherwise comply with such Section 313(c).

         (b) A copy of each such report will, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission, and with the Company in accordance
with Section 313(d) of the Trust Indenture Act.. The Company will promptly
notify the Trustee when any Securities are listed on any stock exchange or of
any delisting thereof.

    Section 7.04. Reports by Company.

         The Company will file with the Trustee and the Commission, and transmit
to Holders, such information, documents, and other reports, and such summaries
thereof, as may be required pursuant to Section 314(a) of the Trust Indenture
Act at the times and in the manner provided pursuant to such Section 314(a);
provided that any such information, documents, or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act will be
filed with the Trustee within 15 calendar days after the same is so required to
be filed with the Commission.

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



                                      -30-
<PAGE>

                                  Article VIII.

                                     DEFAULT

    Section 8.01. Event of Default.

         (a) "Event of Default", wherever used herein with respect to Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it may be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree, or order of
any court or any order, rule, or regulation of any administrative or
governmental body):

         (i) default in the payment of any interest upon any Security of that
    series when it becomes due and payable, and continuance of such default for
    a period of 30 calendar days;

         (ii) default in the payment of the principal of (or premium, if any,
    on) any Security of that series when it becomes due and payable;

         (iii) default in the making of any sinking fund payment when and as due
    by the terms of a Security of that series;

         (iv) default in the performance, or breach, of any material covenant or
    warranty of the Company in this Indenture (other than a covenant or
    warranty, a default in the performance or breach of which is elsewhere in
    this Section 8.01 specifically dealt with or which has expressly been
    included in this Indenture solely for the benefit of one or more series of
    Securities other than that series), and continuance of such default or
    breach for a period of 60 calendar days after there has been given, by
    registered or certified mail, to the Company by the Trustee or to the
    Company and the Trustee by the Holders of at least 35% in principal amount
    of the Outstanding Securities of that series a written notice specifying
    such default or breach and requiring it to be remedied and stating that such
    notice is a "Notice of Default" hereunder;

         (v) any nonpayment at maturity or other default is made under any
    agreement or instrument relating to any other Indebtedness of the Company
    (the unpaid principal amount of which is not less than $ 15.0 million), and,
    in any such case, such default (A) continues beyond any period of grace
    provided with respect thereto and (B) results in such Indebtedness becoming
    due prior to its stated maturity or occurs at the final maturity of such
    Indebtedness; provided, however, that, subject to the provisions of Section
    9.01 and 8.08, the Trustee will not be deemed to have knowledge of such
    nonpayment or other default unless either (1) a Responsible Officer of the
    Trustee has actual knowledge of nonpayment or other default or (2) the
    Trustee has received written notice thereof from the Company, from any
    Holder, from the holder of any such Indebtedness or from the trustee under
    the agreement or instrument relating to such Indebtedness;



                                      -31-
<PAGE>

         (vi) the entry by a court having jurisdiction in the premises of (A) a
    decree or order for relief in respect of the Company in an involuntary case
    or proceeding under any applicable Federal or state bankruptcy, insolvency,
    reorganization, or other similar law or (B) a decree or order adjudging the
    Company a bankrupt or insolvent, or approving as properly filed a petition
    seeking reorganization, arrangement, adjustment, or composition of or in
    respect of the Company under any applicable Federal or state law, or
    appointing a custodian, receiver, liquidator, assignee, trustee,
    sequestrator, or other similar official of the Company or of any substantial
    part of its property, or ordering the winding up or liquidation of its
    affairs, and the continuance of any such decree or order for relief or any
    such other decree or order unstayed and in effect for a period of 60
    consecutive calendar days;

         (vii) the commencement by the Company of a voluntary case or proceeding
    under any applicable Federal or state bankruptcy, insolvency,
    reorganization, or other similar law or of any other case or proceeding to
    be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
    a decree or order for relief in respect of the Company in an involuntary
    case or proceeding under any applicable Federal or state bankruptcy,
    insolvency, reorganization, or other similar law or to the commencement of
    any bankruptcy or insolvency case or proceeding against it, or the filing by
    it of a petition or answer or consent seeking reorganization or relief with
    respect to the Company under any applicable Federal or state bankruptcy,
    insolvency, reorganization, or other similar law, or the consent by it to
    the filing of such petition or to the appointment of or taking possession by
    a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other
    similar official of the Company or of any substantial part of its property
    pursuant to any such law, or the making by it of an assignment for the
    benefit of creditors, or the admission by it in writing of its inability to
    pay its debts generally as they become due, or the taking of corporate
    action by the Company in furtherance of any such action; or

         (viii) any other Event of Default provided with respect to Securities
    of that series.

         (b) If an Event of Default (other than an Event of Default arising
under Section 8.01(a)(vi) or (vii)) with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every case the Trustee or
the Holders of not less than 35% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) will become immediately due and payable. If an Event of Default under
Section 8.01(a)(vi) or (vii) occurs, then the principal of, premium, if any, and
accrued interest on the Securities shall become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

                                      -32-

<PAGE>

         (c) At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article VIII provided, the Holders of a majority in principal amount of the
outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all
overdue interest on all Securities of that series, (B) the principal of (and
premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in such Securities, (C) to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and (D) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel and (ii)
all Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 8.01(d). No such rescission will affect any subsequent
default or impair any right consequent thereon.

         (d) The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default (i) in the payment of the principal of or any
premium or interest on any Security of such series (provided, however, that
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) or (ii) in respect of a
covenant or provision hereof which under Article X cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected. Upon any such waiver, such default will cease to exist, and any Event
of Default arising therefrom will be deemed to have been cured, for every
purpose of this Indenture, but no such waiver will extend to any subsequent or
other default or impair any right consequent thereon.

    Section 8.02. Covenant of Company to Pay to Trustee Whole Amount Due on
Securities on Default in Payment of Interest or Principal; Suits for Enforcement
by Trustee.

         (a) The Company covenants that if (i) default is made in the payment of
any interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 calendar days or (ii) default is made in
the payment of the principal of (or premium, if any, on) any Security when it
becomes due and payable, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and,
to the extent that payment of such interest will be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as will be sufficient to cover the costs and
expenses of



                                      -33-
<PAGE>

collection, including the reasonable compensation, expenses, disbursements, and
advances of the Trustee and its agents and counsel.

         (b) If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         (c) In case of any judicial proceeding relative to the Company (or any
other obliger upon the Securities), its property or its creditors, the Trustee
will be entitled and empowered, by intervention in such proceeding or otherwise,
to take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee will be authorized to collect and receive any money or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator,
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel, and any
other amounts due the Trustee under Section 9.06.

         (d) No provision of this Indenture will be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
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 Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         (e) All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee will be brought in
its own name as trustee of an express trust, and any recovery of judgment will,
after provision for the payment of the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel, be for
the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

    Section 8.03. Application of Money Collected by Trustee.

         Any money collected by the Trustee pursuant to this Article VIII will
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon



                                      -34-
<PAGE>

presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         FIRST:     To the payment of all amounts due the Trustee under Section
                    9.06;

         SECOND:    To the payment of the amounts then due and unpaid for
                    principal of and any premium and interest on the Securities
                    in respect of which or for the benefit of which such money
                    has been collected, ratably, without preference or priority
                    of any kind, according to the amounts due and payable on
                    such Securities for principal and any premium and interest,
                    respectively; and

         THIRD:     To the Company.

    Section 8.04. Limitation on Suits by Holders of Securities.

         No Holder of any Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series, (b) the Holders of not less than 35% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder, (c) such Holder or Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses, and
liabilities to be incurred in compliance with such request, (d) the Trustee for
60 calendar days after its receipt of such notice, request, and offer of
indemnity has failed to institute any such proceeding, and (e) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series, it being understood and intended that no
one or more of such Holders will have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb, or
prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

    Section 8.05. Rights and Remedies Cumulative; Delay or Omission in Exercise
of Rights not a Waiver of Event of Default.

         (a) Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost, or stolen Securities in the last
paragraph of Section 2.07, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy will, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or



                                      -35-
<PAGE>

otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, will not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         (b) No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
will impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
VIII or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

    Section 8.06. Rights of Holders of Majority in Principal Amount of
Outstanding Securities to Direct Trustee.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series will have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that (a) such direction will not be in
conflict with any rule of law or with this Indenture and (b) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

    Section 8.07. Requirement of an Undertaking to Pay Costs in Certain Suits
Under the Indenture or Against the Trustee.

         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, suffered, or
omitted by it as Trustee, a court may require any party litigant in such suit to
file undertaking to pay the costs of such suit, and may assess reasonable costs,
including reasonable attorney's fees and expenses, against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section 8.07 nor the Trust Indenture Act will be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Trustee, a suit by a Holder pursuant to
Section 8.09 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then Outstanding Securities.

    Section 8.08. Notice of Defaults.

                  If a Default occurs hereunder with respect to Securities of
any series, the Trustee will give the Holders of Securities of such series
notice of such Default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any Default of the character specified in
Section 8.01(a)(iv) with respect to Securities of such series no such notice to
Holders will be given until at least 60 calendar days after the occurrence
thereof. Except in the case of a Default in payment of principal of or interest
on any Security of any Series, the Trustee may withhold the notice if and so
long as its Responsible Officers in good faith determine that withholding the
notice is in the interests of Holders of Securities of such series.



                                      -36-
<PAGE>

    Section 8.09. Unconditional Right of Holders to Receive Principal, Premium,
and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security will have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
2.09) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights may not
be impaired without the consent of such Holder.

    Section 8.10. Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee, and the Holders will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders will continue
as though no such proceeding had been instituted.

    Section 8.11. Trustee May File Proofs of Claims.

         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
(including any claim for the reasonable compensation, expenses, disbursements,
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceeding relative to the Company or the Subsidiaries (or any
other obligor upon the Securities), their creditors or their property and shall
be entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claim 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 agents and counsel, and any
other amounts due the Trustee hereunder. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder 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 Holder in any such
proceeding.

Article IX.

                             CONCERNING THE TRUSTEE

    Section 9.01. Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default,



                                      -37-
<PAGE>

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

              (2)  in the absence of bad faith on its part, the Trustee may
                   conclusively rely, as to the truth of the statements and the
                   correctness of the opinions expressed therein, upon
                   certificates or opinions furnished to the Trustee and
                   conforming to the requirements of this Indenture; but in the
                   case of any such certificates or opinions which by any
                   provision hereof are specifically required to be furnished to
                   the Trustee, the Trustee shall be under a duty to examine the
                   same to determine whether or not they conform to the
                   requirements of this Indenture.

         (b) In case 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 person would exercise or use under the circumstances in the conduct of
his or her own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that

              (1)  this Subsection shall not be construed to limit the effect of
                   Subsection (a) of this Section;

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

              (3)  the Trustee shall not be liable with respect to any action
                   taken or omitted to be taken by it in good faith in
                   accordance with the direction of the Holders of a majority in
                   principal amount of the Outstanding Securities of any series,
                   determined as provided in Sections 1.01, 8.06 and 13.11,
                   relating to the time, method and place of conducting any
                   proceeding for any remedy available to the Trustee, or
                   exercising any trust or power conferred upon the Trustee,
                   under this Indenture with respect to the Securities of such
                   series; and

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.



                                      -38-
<PAGE>

         (e) Subject to the provisions of Section 9.01(c), no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

    Section 9.02. Certain Rights of Trustee.

         Subject to the provisions of Section 9.01:

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

         (b) any request or direction of the Company mentioned herein will be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board will be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering, or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officer's Certificate;

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

         (e) the Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses, and liabilities which might be incurred by it in compliance
with such request or direction;

         (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys
or independent contractors and the Trustee will not be responsible for any
misconduct or negligence on the part of any agent, attorney or independent
contractor appointed with due care by it hereunder;

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



                                      -39-
<PAGE>

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

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

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

    Section 9.03. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, may be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent will not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

    Section 9.04. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar, or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
9.07 and 9.12, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar, or such other agent.

    Section 9.05. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required herein or by law. The Trustee
will be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

    Section 9.06. Compensation and Reimbursement.

         The Company will (a) pay to the Trustee from time to time such
reasonable compensation for all services rendered by it hereunder as the parties
shall agree from time to time (which compensation will not be limited to any
provision of law



                                      -40-
<PAGE>

in regard to the compensation of a trustee of an express trust); (b) except as
otherwise expressly provided herein, reimburse the Trustee upon its request for
all reasonable expenses, disbursements, and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of agents and
counsel), except any such expense, disbursement, or advance as may be
attributable to its negligence, bad faith, or willful misconduct; and (c)
indemnify each of the Trustee and any predecessor Trustee and their agents for,
and hold them harmless against, any and all loss, liability, claim, damage or
expense, including taxes (other than taxes based on the income of the Trustee)
incurred without negligence, bad faith, or willful misconduct on its part
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim (whether asserted by the Company, any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder or in connection with enforcing the provisions of
this Section.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 8.01(vi) or Section 8.01(vii), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

    Section 9.07. Disqualification; Conflicting Interests.

         If the Trustee has or acquires a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee will either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

    Section 9.08. Corporate Trustee Required; Eligibility.

         This Indenture will always have a Trustee that satisfies the
requirements o Sections 310(a)(1), (2), and (5) of the Trust Indenture Act.
There will at all times be one or more Trustees hereunder with respect to the
Securities of each series, at least one of which will be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $100,000,000 and its Corporate Trust Office or
principal office in New York City, or any other major city in the United States
that is acceptable to the Company. If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of a supervising or
examining state or Federal authority, then for the purposes of this Section
9.08, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 9.08, it will resign



                                      -41-
<PAGE>

immediately in the manner and with the effect hereinafter specified in this
Article IX. The Trustee will comply with Section 310(b) of the Trust Indenture
Act.

    Section 9.09. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article IX will become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 9.10.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 9.10 shall
not have been delivered to the Trustee within 30 calendar days after the giving
of such notice of resignation, the resigning Trustee may, at the expense of the
Trustee, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 9.10 shall not have been delivered to the Trustee within 30 calendar
days after the giving of such notice of removal, the Trustee being removed may,
at the expense of the Trustee, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (d) If, at any time, (i) the Trustee fails to comply with Section 9.07
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, (ii) the Trustee ceases
to be eligible under Section 9.08 and fails to resign after written request
therefor by the Company or by any such Holder, or (iii) the Trustee becomes
incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property is appointed or any public officer takes charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, or liquidation, then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities or (B) subject to Section 8.07, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

         (e) If the Trustee resigns, is removed, or becomes incapable of acting,
or if a vacancy occurs in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company by a Board Resolution will
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there will be only one



                                      -42-
<PAGE>

Trustee with respect to the Securities of any particular series) and will comply
with the applicable requirements of Section 9.10. If, within one year after such
resignation, removal, or incapability or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series is appointed by
Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed will, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 9.10,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 9.10, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, at the expense of the Company, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

         (f) The Company will give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 13.03.
Each notice will include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

    Section 9.10. Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed will
execute, acknowledge, and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee will become effective and such successor Trustee,
without any further act, deed, or conveyance, will become vested with all the
rights, powers, trusts, and duties of the retiring Trustee, but, on the request
of the Company or the successor Trustee, such retiring Trustee will, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, and duties of the retiring Trustee and
will duly assign, transfer, and deliver to such Trustee all property and money
held by such retiring Trustee hereunder.

         (b) 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 with respect to the Securities of
one or more series will execute and deliver an indenture supplemental hereto
wherein such successor Trustee will accept such appointment and which (i) will
contain such provisions as may 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, (ii) if the
retiring Trustee is not retiring with respect to all Securities, will contain
such provisions as may be deemed necessary or desirable to confirm that all the
rights,



                                      -43-
<PAGE>

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 will continue to be vested in the retiring Trustee, and (iii) will add
to or change any of the provisions of this Indenture as may be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture will constitute such Trustees co-trustees of the same
trust and that each such Trustee will be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustees and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee will become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed, or conveyance, will 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;
but on request of the Company or any successor Trustee, such retiring Trustee
will duly assign, transfer, and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

         (c) Upon request of any such successor Trustee, the Company will
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all applicable rights, powers, and trusts
referred to in the preceding paragraphs of this Section 9.10.

         (d) No successor Trustee will accept its appointment unless at the time
of such acceptance such successor Trustee is qualified and eligible under this
Article IX.

    Section 9.11. Merger, Conversion, Consolidation, or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion, or consolidation to which the Trustee may be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, will be the successor of the Trustee hereunder, provided such
corporation is otherwise qualified and eligible under this Article IX, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion, or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

    Section 9.12. Preferential Collection of Claims Against Company.

         If and when the Trustee is or becomes a creditor of the Company (or any
other obligor upon the Securities), the Trustee will be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).



                                      -44-
<PAGE>

    Section 9.13. Appointment of Authenticating Agent.

         (a) The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which will be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer, or partial
redemption thereof or pursuant to Section 2.07, and Securities so authenticated
will be entitled to the benefits of this Indenture and will be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference will be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof, or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 9.13,
the combined capital and surplus of such Authenticating Agent will be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 9.13, such
Authenticating Agent will resign immediately in the manner and with the effect
specified in this Section 9.13.

         (b) Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which such Authenticating Agent
may be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, will
continue to be an Authenticating Agent, provided such corporation is otherwise
eligible under this Section 9.13, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.

         (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions this Section 9.13, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and will mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder will
become vested with all the rights, powers, and duties of its predecessor
hereunder, with like effect as if



                                      -45-
<PAGE>

originally named as an Authenticating Agent. No successor Authenticating Agent
will be appointed unless eligible under the provisions of this Section 9.13.

         (d) The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 9.13, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 9.06.

         (e) If an appointment with respect to one or more series of Securities
is made pursuant to this Section 9.13, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative form of certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within mentioned Indenture.


                             The Bank of New York, as Trustee


Dated:______________         By:_________________________
                             As Authenticating Agent


                             By:_________________________
                                Authorized Signatory

    Section 9.14. Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
ten Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                   Article X.

                   SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS



                                      -46-
<PAGE>

    Section 10.01. Purposes for Which Supplemental Indentures May Be Entered
Into Without Consent of Holders.

         Without the consent of or notice to any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

         (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities, all to the extent otherwise permitted hereunder;

         (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company;

         (c) to add any additional Events of Default;

         (d) to add to or change any of the provisions of this Indenture to such
extent as may be necessary to permit or facilitate the issuance of Securities in
bearer form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in
uncertificated form;

         (e) to add to, change, or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change, or elimination (i) will neither (A) 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 (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) will become
effective only when there is no such Security Outstanding;

         (f) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

         (g) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as may be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 9.10;

         (h) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this clause (h) will
not adversely affect the interests of the Holders of Securities of any series in
any material respect; or



                                      -47-
<PAGE>

         (i) to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act.

    Section 10.02. Modification of Indenture with Consent of Holders of at Least
a Majority in Principal Amount of Outstanding Securities.

         (a) With the consent of the Holders of a majority in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however that no such
supplemental indenture will, without the consent of the Holder of each
Outstanding Security affected thereby:

         (i) change the Stated Maturity of the principal of, or any installment
    of principal of or interest on, any Security, or reduce the principal amount
    thereof or the rate of interest thereon or any premium payable upon the
    redemption thereof, or reduce the amount of the principal of an Original
    Issue Discount Security that would be due and payable upon a declaration of
    acceleration of the Maturity thereof pursuant to Sections 8.01(b), or change
    the coin or currency in which, any Security or any premium or interest
    thereon is payable, or impair the right to institute suit for the
    enforcement of any such payment on or after the Stated Maturity thereof (or,
    in the case of redemption, on or after the Redemption Date);

         (ii) reduce the percentage in principal amount of the Outstanding
    Securities of any series, the consent of the Holders of which is required
    for any such supplemental indenture, or the consent of the Holders of which
    is required for any waiver (of compliance with certain provisions of this
    Indenture or certain defaults hereunder and their consequences) provided for
    in this Indenture; or

         (iii) modify any of the provisions of this Section 10.02, Section
    8.01(d) or Section 6.08, except to increase the percentage in principal
    amount of Holders required under any such Section or to provide that certain
    other provisions of this Indenture cannot be modified or waived without the
    consent of the Holder of each Outstanding Security affected thereby,
    provided, however that this clause (c) will not be deemed to require the
    consent of any Holder with respect to changes in the references to "the
    Trustee" and concomitant changes in this Section 10.02 and Section 6.08, or
    the deletion of this proviso, in accordance with the requirements of
    Sections 9.10 and 10.01(g).

         (b) A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other



                                      -48-
<PAGE>

provision, will be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

         (c) It will not be necessary for any Act of Holders under this Section
10.02 to approve the particular form of any proposed supplemental indenture, but
it will be sufficient if such Act approves the substance thereof.

    Section 10.03. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article X or the modifications thereby
of the trusts created by this Indenture, the Trustee will receive, and (subject
to Section 9.01) will be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but will not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, or immunities under this
Indenture or otherwise.

    Section 10.04. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article X,
this Indenture will be modified in accordance therewith, and such supplemental
indenture will form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
will be bound thereby.

    Section 10.05. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article X will
conform to the requirements of the Trust Indenture Act.

    Section 10.06. Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article X may, and will
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.



                                      -49-
<PAGE>

                                  Article XI.

                    CONSOLIDATION, MERGER, SALE, OR TRANSFER

    Section 11.01. Consolidations and Mergers of Company and Sales Permitted
Only on Certain Terms.

         (a) The Company shall not consolidate with or merge with or into any
other Person, or transfer (by lease, assignment, sale, or otherwise) all or
substantially all of its properties and assets to another Person unless (i)
either (A) the Company shall be the continuing or surviving Person in such a
consolidation or merger or (B) the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or to which all or
substantially all of the properties and assets of the Company are transferred
(the Company or such other Person being referred to as the "Surviving Person")
shall be a corporation organized and validly existing under the laws of the
United States, any state thereof, or the District of Columbia, and shall
expressly assume, by an indenture supplement, all the obligations of the Company
under the Securities and the Indenture and (ii) immediately after the
transaction and the incurrence or anticipated incurrence of any Indebtedness to
be incurred in connection therewith, no Default will exist, and (iii) an
Officer's Certificate has been delivered to the Trustee to the effect that the
conditions set forth in the preceding clauses (i) and (ii) have been satisfied.

         (b) The Surviving Person will succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto,
and thereafter the predecessor corporation will be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  Article XII.

                     SATISFACTION AND DISCHARGE OF INDENTURE

    Section 12.01. Satisfaction and Discharge of Indenture.

         This Indenture will upon a Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when: (a) either (i) all
Securities theretofore authenticated and delivered (other than (A) Securities
which have been destroyed, lost, or stolen and which have been replaced or paid
as provided in Section 2.07 and (B) Securities for the payment of which money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 6.03) have been delivered to the Trustee for cancellation or
(ii) all such Securities not theretofore delivered to the Trustee for
cancellation (A) have become due and payable, (B) will become due and payable at
their Stated Maturity within one year, or (C) 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, and the Company, in the case of clause (A), (B), or (C) above, has
deposited



                                      -50-
<PAGE>

or caused to be deposited with the Trustee as trust funds in trust for such
purpose an amount sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) 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 Officer's 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 satisfied.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.06, the obligations of
the Company to any Authenticating Agent under Section 9.13, and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and
12.02, will survive.

    Section 12.02. Application of Trust Money.

         Subject to provisions of Section 6.03(e), all money deposited with the
Trustee pursuant to Section 12.01 will 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 any premium and interest for whose
payment such money has been deposited with the Trustee.

                                 Article XIII.

                            MISCELLANEOUS PROVISIONS

    Section 13.01. Successors and Assigns of Company Bound by Indenture.

         All the covenants, stipulations, promises, and agreements in this
Indenture contained by or on behalf of the Company will bind its successors and
assigns, whether so expressed or not.

    Section 13.02. Service of Required Notice to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver,
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with (a) the Trustee by any Holder or
by the Company will be sufficient for every purpose hereunder if made, given,
furnished, or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Administration or (b) the Company by the
Trustee or by any Holder will be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at 555 Theodore Fremd Avenue,
Rye, NY 10580, Attention: Corporate Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.



                                      -51-
<PAGE>

    Section 13.03. Service of Required Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice will be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any, and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder will affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver will be
the equivalent of such notice. Waivers of notice by Holders will be filed with
the Trustee, but such filing will not be a condition precedent to the validity
of any action taken in reliance upon such waiver. In case by reason of the
suspension of regular mail service or by reason of any other cause it will be
impracticable to give such notice by mail, then such notification as may be made
with the approval of the Trustee will constitute a sufficient notification for
every purpose hereunder.

    Section 13.04. Indenture and Securities to be Construed in Accordance with
the Laws of the State of New York.

         This Indenture and the Securities will be deemed to be a contract made
under the laws of the State of New York, and for all purposes will be construed
in accordance with the laws of said State without giving effect to principles of
conflicts of laws of such State.

    Section 13.05. Compliance Certificates and Opinions.

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officer's Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 314(a)(4) of the Trust Indenture Act) 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




                                      -52-
<PAGE>

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.

    Section 13.06. Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Where any
Person is required to make, give, or execute two or more applications, requests,
consents, certificates, statements, opinions, or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.

    Section 13.07. Payments Due on Non-Business Days.

         In any case where any Interest Payment Date, Redemption Date, or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision will apply in lieu of this Section 13.07)) payment of
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no
interest will accrue for the period from and after such Interest Payment Date,
Redemption Date, or Stated Maturity, as the case may be.

    Section 13.08. Provisions Required by Trust Indenture Act to Control.

         If any provision of this Indenture limits, qualifies, or conflicts with
the duties imposed on any Person by Sections 310 to and including 317 of the
Trust Indenture Act (including provisions automatically deemed included in this
Indenture pursuant to the Trust Indenture Act unless this Indenture provides
that such provisions are excluded), which are deemed to be a part of and govern
this Indenture, whether or not contained herein, then such imposed duties will
control.

    Section 13.09. Invalidity of Particular Provisions.

         Any term or provision of this Indenture or in the Securities which is
for any reason held to be invalid, illegal, or unenforceable in any jurisdiction
in any respect shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and conditions of this Indenture or such Securities or
affecting the validity or unenforceability of any of the terms or provisions of
this Indenture or such Securities in any other jurisdiction. If any provision of
this Indenture or in the Securities is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable,



                                      -53-
<PAGE>

including, without limitation, that nothing in this Indenture or in the
Securities shall require the Company to pay interest at a rate in excess of the
maximum rate permitted by applicable law and the interest rate otherwise
applicable to such Securities (including any default rate of interest) shall be
reduced, if necessary, to conform to such maximum rate

    Section 13.10. Indenture May be Executed In Counterparts.

         This instrument may be executed in any number of counterparts, each of
which will be an original, but such counterparts will together constitute but
one and the same instrument.

    Section 13.11. Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver, or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action will become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent will be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 13.11.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit will also constitute sufficient proof of
his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c) The ownership of Securities will be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver, or other Act of the Holder of any Security will bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange thereof or in lieu thereof in
respect of anything done, omitted, or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         (e) The Company may, in the circumstances permitted by the Trust
Indenture Act, set any day as the record date for the purpose of determining the
Holders



                                      -54-
<PAGE>

of Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver, or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities of such series. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, will be
entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date. With regard to any action that may be given or
taken hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a record
date is set pursuant to this paragraph, the Company may, at its option, set an
expiration date after which no such action purported to be given or taken by any
Holder will be effective hereunder unless given or taken on or prior to such
expiration date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this paragraph, the Company
may, on one or more occasions at its option, extend such date to any later date.
Nothing in this paragraph will prevent any Holder (or any duly appointed agent
thereof) from giving or taking, after any such expiration date, any action
identical to, or, at any time, contrary to or different from, the action or
purported action to which such expiration date relates, in which event the
Company may set a record date in respect thereof pursuant to this paragraph.
Nothing in this Section 13.11(e) will be construed to render ineffective any
action taken at any time by the Holders (or their duly appointed agents) of the
requisite principal amount of Outstanding Securities of the relevant series on
the date such action is so taken. Notwithstanding the foregoing or the Trust
Indenture Act, the Company will not set a record date for, and the provisions of
this Section 13.1l(e) will not apply with respect to, any notice, declaration,
or direction referred to in the next paragraph.

         (f) Upon receipt by the Trustee from any Holder of Securities of a
particular series of (a) any notice of default or breach referred to in Section
8.01(a)(iv) or 8.01(a)(v) with respect to Securities of such series, if such
default or breach has occurred and is continuing and the Trustee shall not have
given such notice to the Company, (b) any declaration of acceleration referred
to in Section 8.01(b), if an Event of Default with respect to Securities of such
series has occurred and is continuing and the Trustee shall not have given such
a declaration to the Company, or (c) any direction referred to in Section 8.06
with respect to Securities of such series, if the Trustee shall not have taken
the action specified in such direction, then a record date will automatically
and without any action by the Company or the Trustee be set for determining the
Holders of Outstanding Securities of such series entitled to join in such
notice, declaration, or direction, which record date will be the close of
business on the tenth calendar day following the day on which the Trustee
receives such notice, declaration, or direction. Promptly after such receipt by
the Trustee, and in any case not later than the fifth calendar day thereafter,
the Trustee will notify the Company and the Holders of Outstanding Securities of
such series of any such record date so fixed. The Holders of Outstanding
Securities of such series on such record date (or their duly appointed agents),
and only such Persons, will be entitled to join in such notice, declaration, or
direction, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration, or direction shall have become
effective by virtue of Holders of



                                      -55-
<PAGE>

the requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents) having joined therein on or prior
to the 90th calendar day after such record date, such notice, declaration, or
direction will automatically and without any action by any Person be cancelled
and of no further effect. Nothing in this Section 13.11(f) will be construed to
prevent a Holder (or a duly appointed agent thereof) from giving, before or
after the expiration of such 90-day period, a notice, declaration, or direction
contrary to or different from, or, after the expiration of such period,
identical to, the notice, declaration, or direction to which such record date
relates, in which event a new record date in respect thereof will be set
pursuant to this Section 13.11(f). Nothing in this Section 13.11(f) will be
construed to render ineffective any notice, declaration, or direction of the
type referred to in this Section 13.11(f) given at any time to the Trustee and
the Company by Holders (or their duly appointed agents) of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such notice, declaration, or direction is so given.

         (g) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

    Section 13.12. Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and will not affect the construction hereof.

    Section 13.13. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
will give to any Person, other than the parties hereto and their successors
hereunder and the Holders any benefit or any legal or equitable right, remedy,
or claim under this Indenture.

                                      -56-

<PAGE>

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



                                            Jarden Corporation



                                            By:    /s/ Desiree DeStefano
                                               -----------------------------
                                            Name:  Desiree DeStefano
                                                 ---------------------------
                                            Title: Vice President
                                                  --------------------------


                                            The Bank of New York, as Trustee



                                            By:    /s/ Julie Salovitch-Miller
                                               -----------------------------
                                            Name:  Julie Salovitch-Miller
                                                 ---------------------------
                                            Title: Vice President
                                                  --------------------------


                                      -57-