<PAGE>
                                                                     EXHIBIT 4.1




                                    INDENTURE

                                      AMONG

              STARWOOD HOTELS & RESORTS WORLDWIDE, INC., AS ISSUER,

                      THE GUARANTORS PARTY HERETO FROM TIME

                             TO TIME, AS GUARANTORS,

                                       AND

                   U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE



                           DATED AS OF APRIL 19, 2002

                             SENIOR DEBT SECURITIES
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                                   ARTICLE I.

                                   Definitions

Section 1.1.  Certain Terms Defined.........................................................................................1
Section 1.2.  Other Defined Terms..........................................................................................12

                                   ARTICLE II.

                                 Security Forms

Section 2.1.  Forms Generally..............................................................................................12
Section 2.2.  Restrictive Legends..........................................................................................13
Section 2.3.  Form of Trustee's Certificate of Authentication..............................................................14
Section 2.4.  Form of Trustee's Certificate of Authentication by an Authenticating Agent...................................14
Section 2.5.  Book-Entry Provisions for Global Securities..................................................................14
Section 2.6.  Special Transfer and Exchange Provisions.....................................................................16

                                  ARTICLE III.

                                 The Securities

Section 3.1.  Amount Unlimited; Issuable in Series.........................................................................21
Section 3.2.  Form and Denominations.......................................................................................23
Section 3.3.  Authentication, Dating and Delivery of Securities............................................................23
Section 3.4.  Execution of Securities and Coupons..........................................................................25
Section 3.5.  Certificate of Authentication................................................................................25
Section 3.6.  Registration; Registration of Transfer and Exchange..........................................................26
Section 3.7.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities or Coupons.........................................27
Section 3.8.  Payment of Interest; Interest Rights Preserved...............................................................28
Section 3.9.  Cancellation of Securities; Destruction Thereof..............................................................29
Section 3.10.  Temporary Securities........................................................................................30
Section 3.11.  Computation of Interest.....................................................................................30
Section 3.12.  Currency and Manner of Payments in Respect of Securities....................................................30
Section 3.13.  Compliance with Certain Laws and Regulations................................................................34

                                   ARTICLE IV.

                             Covenants of the Issuer

Section 4.1.  Payment of Securities........................................................................................34
Section 4.2.  Offices or Agency............................................................................................35
Section 4.3.  Appointment To Fill a Vacancy in Office of Trustee...........................................................36
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Section 4.4.  Paying Agents................................................................................................36
Section 4.5.  Limitation on Sale and Lease-Backs...........................................................................37
Section 4.6.  Limitations on Liens.........................................................................................37
Section 4.7.  Certificates to Trustee......................................................................................40
Section 4.8.  Securities to be Equally and Ratably Secured Under Pledge Agreement..........................................40
Section 4.9.  Financial Information........................................................................................41
Section 4.10.  Corporate Existence.........................................................................................41
Section 4.11.  Further Instruments and Acts................................................................................41

                                   ARTICLE V.

                                   Securityholders Lists and Reports by the Issuer and the Trustee

Section 5.1.  Issuer To Furnish Trustee Information as to Names and Addresses of Securityholders...........................41
Section 5.2.  Preservation and Disclosure of Securityholders Lists.........................................................42
Section 5.3.  Reports by the Issuer........................................................................................43
Section 5.4.  Reports by the Trustee.......................................................................................44

                                   ARTICLE VI.

                                   Remedies of the Trustee and Securityholders on Event of Default

Section 6.1.  Event of Default Defined; Acceleration of Maturity; Waiver of Default........................................45
Section 6.2.  Collection of Indebtedness by Trustee; Trustee May Prove Debt................................................48
Section 6.3.  Application of Proceeds......................................................................................50
Section 6.4.  Suits for Enforcement........................................................................................51
Section 6.5.  Restoration of Rights on Abandonment of Proceedings..........................................................51
Section 6.6.  Limitations on Suits by Securityholders......................................................................51
Section 6.7.  Unconditional Right of Securityholders To Institute Certain Suits............................................52
Section 6.8.  Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default......................................52
Section 6.9.  Control by the Holders of Securities.........................................................................53
Section 6.10.  Waiver of Past Defaults.....................................................................................53
Section 6.11.  Trustee To Give Notice of Default, but May Withhold in Certain Circumstances................................54
Section 6.12.  Right of Court To Require Filing of Undertaking To Pay Costs................................................54
Section 6.13.  Judgment Currency...........................................................................................54

                                  ARTICLE VII.

                             Concerning the Trustee

Section 7.1.  Duties and Responsibilities of the Trustee; During Default; Prior to Default.................................55
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Section 7.2.  Certain Rights of the Trustee................................................................................56
Section 7.3.  Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof...........57
Section 7.4.  Trustee and Agents May Hold Securities; Collections, etc.....................................................57
Section 7.5.  Moneys Held by Trustee.......................................................................................58
Section 7.6.  Compensation and Indemnification of Trustee and Its Prior Claim..............................................58
Section 7.7.  Right of Trustee To Rely on Officers' Certificate, etc.......................................................58
Section 7.8.  Qualification of Trustee; Conflicting Interests..............................................................58
Section 7.9.  Persons Eligible for Appointment as Trustee..................................................................59
Section 7.10.  Resignation and Removal; Appointment of Successor Trustee...................................................59
Section 7.11.  Acceptance of Appointment by Successor Trustee..............................................................60
Section 7.12.  Merger, Conversion, Consolidation or Succession to Business of Trustee......................................61
Section 7.13.  Preferential Collection of Claims Against the Issuer........................................................62
Section 7.14.  Authenticating Agent........................................................................................65

                                  ARTICLE VIII.

                      Concerning the Holders of Securities

Section 8.1.  Action by Holders............................................................................................66
Section 8.2.  Proof of Execution of Instruments by Holders of Securities...................................................67
Section 8.3.  Holders To Be Treated as Owners..............................................................................67
Section 8.4.  Securities Owned by Issuer Deemed Not Outstanding............................................................67
Section 8.5.  Right of Revocation of Action Taken..........................................................................68

                                   ARTICLE IX.

                                Holders' Meetings

Section 9.1.  Purposes of Meetings.........................................................................................68
Section 9.2.  Call of Meetings by Trustee..................................................................................69
Section 9.3.  Call of Meetings by Issuer or Holders........................................................................69
Section 9.4.  Qualifications for Voting....................................................................................69
Section 9.5.  Regulations..................................................................................................69
Section 9.6.  Voting.......................................................................................................70
Section 9.7.  No Delay of Rights by Meeting................................................................................71

                                   ARTICLE X.

                             Supplemental Indentures

Section 10.1.  Supplemental Indentures Without Consent of Securityholders..................................................71
Section 10.2.  Supplemental Indentures with Consent of Securityholders.....................................................72
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Section 10.3.  Notice of Supplemental Indenture............................................................................74
Section 10.4.  Effect of Supplemental Indenture............................................................................74
Section 10.5.  Documents To Be Given to Trustee............................................................................74
Section 10.6.  Notation on Securities and Coupons in Respect of Supplemental Indentures....................................74
Section 10.7.  Issuance of Securities by Successor Corporation.............................................................74

                                   ARTICLE XI.

                    Consolidation, Merger, Sale or Assumption

Section 11.1.  Issuer May Consolidate, Merge or Sell on Certain Terms......................................................75
Section 11.2.  Opinion of Counsel To Be Given to Trustee...................................................................76

                                  ARTICLE XII.

                Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 12.1.  Satisfaction and Discharge of Securities of Any Series......................................................76
Section 12.2.  Satisfaction and Discharge of Indenture.....................................................................78
Section 12.3.  Application of Trust Money..................................................................................79
Section 12.4.  Repayment of Moneys Held by Paying Agent....................................................................79
Section 12.5.  Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years...................................79

                                  ARTICLE XIII.

                            Miscellaneous Provisions

Section 13.1.  Incorporators, Stockholders, Officers and Directors of Issuer and Guarantors Exempt from Individual
                Liability..................................................................................................79
Section 13.2.  Provisions of Indenture for the Sole Benefit of Parties and Securityholders.................................80
Section 13.3.  Successors and Assigns of Issuer Bound by Indenture.........................................................80
Section 13.4.  Notices to Holders; Waiver..................................................................................80
Section 13.5.  Addresses for Notices.......................................................................................81
Section 13.6.  Officers' Certificates and Opinions of Counsel; Statements To Be Contained Therein..........................81
Section 13.7.  Cross References............................................................................................82
Section 13.8.  Legal Holidays..............................................................................................82
Section 13.9.  Moneys of Different Currencies To Be Segregated.............................................................82
Section 13.10.  Payment To Be in Proper Currency...........................................................................82
Section 13.11.  Conflict of Any Provision of Indenture with Trust Indenture Act............................................83
Section 13.12.  New York Law To Govern.....................................................................................83
Section 13.13.  Counterparts...............................................................................................83
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Section 13.14.  Effect of Headings.........................................................................................83
Section 13.15.  Separability Clause........................................................................................83

                                  ARTICLE XIV.

                            Redemption of Securities

Section 14.1.  Applicability of Article....................................................................................83
Section 14.2.  Notice of Redemption; Selection of Securities...............................................................84
Section 14.3.  Payment of Securities Called for Redemption.................................................................85
Section 14.4.  Exclusion of Certain Securities from Eligibility for Selection for Redemption...............................86

                                   ARTICLE XV.

                                  Sinking Funds

Section 15.1.  Applicability of Article....................................................................................86
Section 15.2.  Satisfaction of Mandatory Sinking Fund Payments with Securities.............................................86
Section 15.3.  Redemption of Securities for Sinking Fund...................................................................87

                                  ARTICLE XVI.

                                    Guarantee

Section 16.1.  Guarantee...................................................................................................89
Section 16.2.  Limitation of Guarantors' Liability.........................................................................90
Section 16.3.  Delivery of Guarantees......................................................................................90
Section 16.4.  Guarantors May Consolidate, etc.............................................................................90
Section 16.5.  Release.....................................................................................................91
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                                      -v-
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            INDENTURE, dated as of April 19, 2002, among STARWOOD HOTELS &
RESORTS WORLDWIDE, INC., a Maryland corporation (the "Issuer"), the companies
listed on the signature pages thereto that are subsidiaries of the Issuer,
subject to Section 16.5 (the "Guarantors") and U.S. Bank National Association, a
national association organized under the laws of the United States of America,
as Trustee (the "Trustee").


                             RECITALS OF THE ISSUER

            The Issuer is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Issuer has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the "Securities"), as hereinafter provided, up to such principal amount
or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.

            All things necessary to make this Indenture a valid agreement of the
Issuer, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
holders thereof and of the sum of One Dollar to the Issuer duly paid by the
Trustee at or before the delivery of these presents, and for other valuable
considerations, the receipt whereof is hereby acknowledged, and in order to
declare the terms and conditions upon which the Securities are to be issued, IT
IS HEREBY COVENANTED, DECLARED AND AGREED, by and among the parties hereto, that
all the Securities are to be executed, authenticated and delivered subject to
the further covenants and conditions hereinafter set forth; and the Issuer, for
itself and its successors, does hereby covenant and agree to and with the
Trustee and its successors in said trust, for the benefit of those who shall
hold the Securities, or any of them, as follows:

                                   ARTICLE I.

                                   DEFINITIONS

            SECTION 1.1. CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act or the
definitions of which in the Securities Act of 1933 are referred to in the Trust
Indenture Act or by Commission rule under the Trust Indenture Act (except as
herein otherwise expressly provided or unless the context otherwise clearly
requires) shall have the meanings assigned to such terms in said Trust Indenture
Act, such rule thereunder or in said Securities Act as in force at the date of
this Indenture. All accounting terms used and not expressly defined herein shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. The words "herein",


                                      -1-
<PAGE>
"hereof" and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

            "AGENT MEMBERS" has the meaning provided in Section 2.5(a).

            "AUTHENTICATING AGENT" means with respect to any series of
Securities, an authenticating agent appointed by the Trustee with respect to
that series of Securities pursuant to Section 7.14.

            "AUTHORIZED NEWSPAPER" means a newspaper in an official language of
the country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such city or cities as may be provided elsewhere in this
Indenture or specified as contemplated by Section 3.1 with respect to the
Securities of any series the terms of which permit Unregistered Securities or
Coupon Securities. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on a Business Day, in such city.

            "BOARD OF DIRECTORS" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act hereunder.

            "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Issuer 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.

            "BROKER-DEALER" means any broker or dealer registered with the
Commission under the Exchange Act.

            "BUSINESS DAY" means with respect to any Security, a day which, in
the city (or in any of the cities, if more than one) in which amounts are
payable as specified in the form of such Security, is neither a legal holiday
nor a day on which banking institutions, including the Trustee, are authorized
or required by law or regulation or executive order to close.

            "CAPITAL STOCK" means any and all shares, interests, participations
or other equivalents (however designated) of corporate stock.

            "CAPITALIZED LEASE-BACK OBLIGATION" means with respect to a
Principal Property, at any date as of which the same is to be determined, the
total net rental obligations of the Issuer or a Restricted Subsidiary under a
lease of such Principal Property entered into as part of an arrangement to which
the provisions of Section 4.5 are applicable (or would have been applicable had
such Restricted Subsidiary been a Restricted Subsidiary at the time it entered
into such lease), discounted to the date of computation at the rate of 9% per
annum. The amount of the net rental obligation for any calendar year under any
lease shall be the sum of the rental and other payments required to be paid in
such calendar year by the lessee thereunder, not including, however, any amounts
required to be paid by such lessee (whether or not therein designated as rental
or additional rental) on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges.


                                      -2-
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            "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or
if at any time after the execution and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act of 1939, then the body performing such duties at such
time.

            "COMPONENT CURRENCY" has the meaning provided in Section 3.12(i).

            "CONSOLIDATED NET TANGIBLE ASSETS" means the total of all assets
appearing on a consolidated balance sheet of the Issuer and its Restricted
Subsidiaries prepared in accordance with generally accepted accounting
principles (and as of a date not more than 90 days prior to the date as of which
Consolidated Net Tangible Assets are to be determined), less the sum of the
following items as shown on said consolidated balance sheet:

            (i) the book amount of all segregated intangible assets, including,
      without limitation, such items as goodwill, trademarks, trademark rights,
      trade names, trade name rights, copyrights, patents, patent rights and
      licenses, and unamortized debt discount and expense less unamortized debt
      premium;

            (ii) all depreciation, valuation and other reserves;

            (iii) current liabilities;

            (iv) any minority interest in the stock and surplus of Restricted
      Subsidiaries;

            (v) the investment of the Issuer and its Restricted Subsidiaries in
      any Subsidiary of the Issuer which is not a Restricted Subsidiary;

            (vi) deferred income and deferred liabilities; and

            (vii) other items deductible under generally accepted accounting
      principles.

            "CONVERSION DATE" has the meaning provided in Section 3.12(e).

            "CONVERSION RATE" has the meaning provided in Section 6.13.

            "CORPORATE TRUST OFFICE" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, except that, with respect to presentation of Registered Securities
for payment or for registration of transfer and exchange, presentation of
Unregistered Securities for registration and the location of the Securities
Register, such term shall mean such office or the agency of the Trustee
designated for such purpose.

            "COUPON" means any interest coupon appertaining to any Security.

            "COUPON SECURITY" means any Security authenticated and delivered
with one or more Coupons appertaining thereto.


                                      -3-
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            "DEPOSITARY" means with respect to any series of Securities for
which the Issuer shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, which, in each case, shall
be designated by the Issuer pursuant to either Section 2.4 or 3.1.

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

            "DOLLAR DETERMINATION AGENT" means the New York clearing house bank,
if any, from time to time selected by the Issuer for purposes of Section 3.12.

            "DOLLAR EQUIVALENT OF THE CURRENCY UNIT" has the meaning provided in
Section 3.12(h).

            "DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" has the meaning provided
in Section 3.12(g).

            "EVENT OF DEFAULT" means any event or condition specified as such in
Section 6.1 which shall have continued for the period of time, if any, therein
designated.

            "EXCHANGE OFFER" means the offer that may be made by the Issuer
pursuant to the Registration Rights Agreement to issue and exchange the Exchange
Securities for a series of Securities.

            "EXCHANGE SECURITIES" means any securities of the Issuer containing
terms identical to a series of Securities (except that such Exchange Securities
shall be registered under the Securities Act of 1933) that are issued and
exchanged for the Securities of such series pursuant to the Registration Rights
Agreement and this Indenture.

            "EXCHANGE RATE OFFICER'S CERTIFICATE" means a telex or a certificate
setting forth (i) the applicable Official Currency Unit Exchange Rate and (ii)
the Dollar or Foreign Currency amounts of principal, premium, if any, and
interest, if any, respectively (on an aggregate basis and on the basis of a
Security having a principal amount of 1,000 in the relevant currency unit),
payable on the basis of such Official Currency Unit Exchange Rate, sent (in the
case of a telex) or signed (in the case of a certificate) by the Treasurer or
any Associate or Assistant Treasurer of the Issuer and delivered to the Trustee.

            "FAIR VALUE" when used with respect to property, means the fair
value as determined in good faith by the Board of Directors.

            "FOREIGN CURRENCY" means a currency issued by the government of or
adopted by the government as the legal currency of any country other than the
United States.

            "FULLY REGISTERED SECURITY" means any certificated Security
registered as to principal and interest, if any.

            "GLOBAL SECURITY" has the meaning provided in Section 2.1.


                                      -4-
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            "GOVERNMENT OBLIGATIONS" means, with respect to the Securities of
any series, securities which are (i) direct obligations of the government which
issued the currency in which the Securities of such series are denominated or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the government which issued the currency in which the
Securities of such series are denominated the payment of which is
unconditionally guaranteed by such government, and which, in either case, are
full faith and credit obligations of such government and are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.

            "GUARANTEES" means the guarantees set forth in Section 16.1 hereof.

            "GUARANTORS" means, subject to Section 16.5, the parties listed on
the signature pages hereto that are subsidiaries of the Issuer.

            "HOLDER" means, with respect to a Registered Security, any person in
whose name at the time a particular Registered Security is registered in the
Securities Register; with respect to an Unregistered Security, the bearer of
such Unregistered Security; and, with respect to a Coupon, the bearer thereof.

            "INDEBTEDNESS" means bonds, debentures, notes and other instruments
representing obligations created or assumed by such Person for the repayment of
money borrowed (other than unamortized debt discount or premium). All
indebtedness secured by a lien upon property owned by such Person or any
Subsidiary and upon which indebtedness such Person customarily pays interest,
although such Person has not assumed or become liable for the payment of such
indebtedness, shall for all purposes hereof be deemed to be indebtedness of such
Person. All indebtedness for money borrowed incurred by other persons which is
directly guaranteed as to payment of principal by such Person shall for all
purposes hereof be deemed to be indebtedness of, but no other contingent
obligation of any such Person in respect of indebtedness incurred by other
Persons shall for any purpose be deemed indebtedness of such Person.

            "INDENTURE" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder, regardless of the currency or
currency unit in which such Securities are denominated.

            "INTEREST" means, when used with respect to any non-interest bearing
Security, interest payable after Maturity.


                                      -5-
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            "INTEREST PAYMENT DATE" means the Stated Maturity of an installment
of interest on the Securities of any series.

            "ISSUER" means Starwood Hotels & Resorts Worldwide, Inc., a Maryland
corporation, and, subject to Article XI, its successors and assigns.

            "ISSUER ORDER" and "ISSUER REQUEST" mean a written order and a
written request, respectively, signed in the name of the Issuer by the chairman
or any vice chairman or the president or any vice president and by the treasurer
or any associate or assistant treasurer or the secretary or any assistant
secretary of the Issuer and delivered to the Trustee.

            "LETTER OF TRANSMITTAL" means the letter of transmittal delivered in
connection with the Exchange Offer.

            "MARKET EXCHANGE RATE" has the meaning provided in Section 3.12(i).

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

            "NON-RECOURSE INDEBTEDNESS" means indebtedness the terms of which
provide that the lender's claims for repayment of such indebtedness is limited
solely to a claim against the property which secures such indebtedness.

            "OFFICERS' CERTIFICATE" means a certificate signed by the chairman
or any vice chairman or the president or any vice president and by the treasurer
or any associate or assistant treasurer or the secretary or any assistant
secretary of the Issuer or of any of the Guarantors, as the case may be, and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 13.6 if and to the extent required thereby.

            "OFFICIAL CURRENCY UNIT EXCHANGE RATE" means, with respect to any
payment to be made hereunder, the exchange rate between the relevant currency
unit and the Dollar calculated by the agency specified pursuant to Section 3.1
for the Securities of the relevant series, on the second Business Day (in the
city in which such agency has its principal office) immediately preceding the
applicable payment date.

            "OFFSHORE GLOBAL SECURITY" has the meaning provided in Section 2.1.

            "OFFSHORE PHYSICAL SECURITY" has the meaning provided in Section
2.1.

            "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer or who may be other
counsel satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.6 if and to the extent required thereby.

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


                                      -6-
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            "ORIGINAL ISSUE DISCOUNT SECURITY" means (i) any Security that
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 6.1 and (ii) any other Security deemed an Original Issue Discount
Security for United States Federal income tax purposes.

            "OUTSTANDING" (except as otherwise provided in Section 7.8), when
used with reference to Securities, shall, subject to the provisions of Section
8.4, mean, as of any particular time, all Securities authenticated and delivered
by the Trustee under this Indenture, except

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

            (b) Securities, or portions thereof, for the payment or redemption
of which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any Paying Agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the Holders of such
Securities (if the Issuer shall act as its own Paying Agent); provided that, if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

            (c) Securities in substitution for which other Securities shall have
been authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 3.7 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer).

            In determining whether the Holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.1.

            "OVERDUE RATE" with respect to any series of Securities means the
rate designated as such in or pursuant to the resolution of the Board of
Directors of the Issuer or the supplemental indenture, as the case maybe,
relating to such series as contemplated by Section 3.1.

            "PAYING AGENT" means any person authorized by the Issuer to pay the
principal of, or premium, if any, or interest, if any, on, any Securities on
behalf of the Issuer.

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

            "PLACE OF PAYMENT", when used with respect to the Securities of any
series, means the place or places where the principal of, premium, if any, and
interest, if any, on, the Securities of such series are payable as specified
pursuant to Section 3.1.


                                      -7-
<PAGE>
            "PLEDGE AGREEMENT" means the Pledge and Security Agreement, dated
February 23, 1998, as amended modified or supplemented, by and between the
Issuer, the Trust, certain direct and indirect subsidiaries of the Issuer and
Bankers Trust Company, as Collateral Agent.

            "PLEDGE TERMINATION EVENT" means the earliest to occur of (i) the
termination of the Pledge Agreement or the release of all of the collateral
thereunder in accordance with the terms thereof, (ii) the release by the lenders
under the Senior Credit Agreement of the security interests and benefits
afforded by the Pledge Agreement such that the Senior Credit Agreement is no
longer secured by any of the collateral under the Pledge Agreement, (iii) the
repayment in full of the obligations under the Senior Credit Agreement or (iv)
the occurrence of a "Termination Date" (as such term is defined in the Senior
Credit Agreement).

            "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.7 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

            "PRINCIPAL PROPERTY" means any single property owned by the Issuer
or any Restricted Subsidiary having a gross book value in excess of 2% of
Consolidated Net Tangible Assets, except any such property or portion thereof
which the Board of Directors by resolution declares is not of material
importance to the total business conducted by the Issuer and its Restricted
Subsidiaries as an entirety.

            "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on
Securities offered and sold in reliance on Rule 144A or Regulation S in the form
set forth in Section 2.2.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "REDEMPTION DATE", when used with respect to any Security to be
redeemed, means that date fixed for such redemption by or pursuant to this
Indenture.

            "REDEMPTION PRICE", when used with respect to any Security to be
redeemed, means the price, in the Dollars or the Foreign Currency or currency
unit in which such Security is denominated or which is otherwise provided for
pursuant to this Indenture, at which it is to be redeemed pursuant to this
Indenture.

            "REGISTERED HOLDER" means, with respect to a Registered Security,
the Person in whose name such Security is registered in the Securities Register.

            "REGISTERED SECURITY" means any Security registered as to principal.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of April 19, 2002, among the Issuer, the Guarantors named
therein, the Initial Purchasers named therein and certain permitted assigns
specified therein.

            "REGISTRATION STATEMENT" means the Registration Statement as defined
and described in the Registration Rights Agreement.


                                      -8-
<PAGE>
            "REGULATION S" means Regulation S under the Securities Act.

            "REQUIRED CURRENCY" has the meaning provided in Section 13.10.

            "RESPONSIBLE OFFICER" when used with respect to the Trustee means
any officer in the Corporate Trust Office of the Trustee and any other officer
of the Trustee to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

            "RESTRICTED GLOBAL SECURITY" means any Restricted U.S. Global
Security or any Restricted Offshore Global Security.

            "RESTRICTED OFFSHORE GLOBAL SECURITY" means any Offshore Global
Security required pursuant to Section 2.6(d) to bear any Private Placement
Legend.

            "RESTRICTED OFFSHORE PHYSICAL SECURITY" means any Offshore Physical
Security required pursuant to Section 2.6(d) to bear any Private Placement
Legend.

            "RESTRICTED PHYSICAL SECURITY" means any Restricted U.S. Physical
Security or any Restricted Offshore Physical Security.

            "RESTRICTED SECURITY" means any Restricted Offshore Security or any
Restricted Physical Security.

            "RESTRICTED U.S. GLOBAL SECURITY" means any U.S. Global Security
required pursuant to Section 2.6(d) to bear any Private Placement Legend.

            "RESTRICTED U.S. PHYSICAL SECURITY" means any U.S. Physical Security
required pursuant to Section 2.6(d) to bear any Private Placement Legend.

            "RESTRICTED SUBSIDIARY" means any Subsidiary other than an
Unrestricted Subsidiary.

            "RULE 144A" means Rule 144A under the Securities Act.

            "SECURITY" or "SECURITIES" (except as otherwise provided in Section
7.8) has the meaning stated in the recitals of this Indenture and more
particularly shall mean any Registered or Unregistered Securities authenticated
and delivered under this Indenture. For all purposes of this Indenture, the term
"Securities" shall include any Exchange Securities to be issued and exchanged
for Securities of one or more series pursuant to the Registration Rights
Agreement and this Indenture and any other Securities issued under this
Indenture.

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

            "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the meaning
provided in Section 3.6.


                                      -9-
<PAGE>
            "SENIOR CREDIT AGREEMENT" means the Credit Agreement, dated as of
February 23, 1998, among the Issuer, Starwood Hotels & Resorts, a Maryland real
estate investment trust, SLT Realty Limited Partnership, a Delaware limited
partnership, Sheraton Holding Corporation, a Nevada corporation, certain
additional borrowers, various lenders, Bankers Trust Company and The Chase
Manhattan Bank, as administrative agents, and Lehman Commercial Paper Inc. and
Bank of Montreal, as syndication agents, as amended from time to time (or any
other credit agreement renewing, refunding, replacing, restating, refinancing or
extending the Senior Credit Agreement).

            "SHELF REGISTRATION STATEMENT" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "SIGNIFICANT SUBSIDIARY" means any subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

            "SPECIFIED AMOUNT" has the meaning provided in Section 3.12(i).

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

            "SUBSIDIARY" means any corporation more than 50% of the voting stock
of which at the time is owned or controlled, directly or indirectly, by the
Issuer or the accounts of which are in fact consolidated with the accounts of
the Issuer.

            "TRUST" means Starwood Hotels & Resorts, a Maryland real estate
investment trust and a Subsidiary of the Issuer.

            "TRUSTEE" means the person identified as "Trustee" in the first
paragraph of this Indenture and, subject to the provisions of Article Seven
shall also include any successor trustee. If there shall be more than one
Trustee at any one time, "Trustee" shall mean each such Trustee and shall apply
to each such Trustee only with respect to those series of Securities with
respect to which it is serving as Trustee.

            "TRUST INDENTURE ACT" (except as otherwise provided in Sections 10.1
and 10.2) means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, and as in force at the date as of which this
Indenture was originally executed.

            "UNREGISTERED SECURITY" means any Security that is not registered as
to principal.

            "UNRESTRICTED GLOBAL SECURITY" means any Unrestricted U.S. Global
Security or any Unrestricted Offshore Global Security.

            "UNRESTRICTED OFFSHORE GLOBAL SECURITY" means any Offshore Global
Security not required pursuant to Section 2.6(d) to bear any Private Placement
Legend.


                                      -10-
<PAGE>
            "UNRESTRICTED OFFSHORE PHYSICAL SECURITY" means any Offshore
Physical Security not required pursuant to Section 2.6(d) to bear any Private
Placement Legend.

            "UNRESTRICTED PHYSICAL SECURITY" means any Unrestricted U.S.
Physical Security or any Unrestricted Offshore Physical Security.

            "UNRESTRICTED SUBSIDIARY" means any Subsidiary which has been
designated by Board Resolution as an Unrestricted Subsidiary, other than any
such Subsidiary as to which such a designation has been rescinded by Board
Resolution and not thereafter, or after some subsequent such rescission,
restored by Board Resolution, or any Subsidiary 50% or less of the voting stock
of which is owned directly by the Issuer and/or one or more of its respective
Restricted Subsidiaries. A Subsidiary may not be designated as (or otherwise
permitted to become) an Unrestricted Subsidiary unless, immediately after such
Subsidiary becomes an Unrestricted Subsidiary, such Subsidiary would not own any
capital stock of, or hold any indebtedness of, any Restricted Subsidiary. A
designation as an Unrestricted Subsidiary may not be rescinded (or an
Unrestricted Subsidiary otherwise permitted to become a Restricted Subsidiary)
unless such Subsidiary (i) is not a party to any lease which it would have been
prohibited by Section 4.5 from entering into had it been a Restricted Subsidiary
at the time it entered into such lease, unless (x) such Subsidiary had not been
a Restricted Subsidiary prior to its entering into such lease, or (y) the
property subject to such lease shall be owned by the Issuer and/or one or more
of its respective Restricted Subsidiaries, or (z) such Subsidiary would not be
prohibited by Section 4.5 from entering into such lease immediately after it
becomes a Restricted Subsidiary, and (ii) does not have outstanding upon any of
its property any mortgage, pledge or other lien which it would be prohibited by
Section 4.6 from creating, suffering to be created, or assuming, immediately
after it becomes a Restricted Subsidiary. Upon any designation of a Subsidiary
as an Unrestricted Subsidiary, or any rescission of any such designation, the
Issuer shall, within 30 days of the date of the adoption of the Board Resolution
effecting such action, deliver to the Trustee a copy of such Board Resolution
together with an Officers' Certificate to the effect that such action is in
compliance with the foregoing provisions of this paragraph.

            "UNRESTRICTED U.S. GLOBAL SECURITY" means any U.S. Global Security
not required pursuant to Section 2.6(d) to bear any Private Placement Legend.

            "UNRESTRICTED U.S. PHYSICAL SECURITY" means any U.S. Physical
Security not required pursuant to Section 2.6(d) to bear any Private Placement
Legend.

            "U.S. GLOBAL SECURITIES" has the meaning provided in Section 2.1.

            "U.S. PHYSICAL SECURITIES" means the Securities issued in the form
of permanent certificated Securities in registered form in substantially the
form established pursuant to Section 3.1 in exchange for beneficial interests in
U.S. Global Securities pursuant to Section 2.5(d).

            "VALUATION DATE" has the meaning provided in Section 3.12(e).

            "VICE PRESIDENT" means any vice president, whether or not designated
by a number or a word or words added before or after the title of "vice
president".


                                      -11-
<PAGE>
            SECTION 1.2. OTHER DEFINED TERMS. Certain other terms are defined in
Article VII.

                                  ARTICLE II.

                                 SECURITY FORMS

            SECTION 2.1. FORMS GENERALLY. The Securities of each series, and the
Coupons, if any, to be attached thereto, shall be in substantially the form as
shall be established pursuant to Section 3.1 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 or designation and such legends or endorsements placed thereon
as the Issuer may deem appropriate and as are not inconsistent with the
provisions of this Indenture or as may be required to comply with any law or
with any rules or regulations made pursuant thereto or with any rules or
regulations of any securities exchange on which any of the Securities may be
listed, or as may, consistently herewith, be determined by the officers
executing such Securities, and Coupons, if any, as evidenced by their execution
of the Securities, and Coupons, if any.

            Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Securities in registered
form, substantially in the form as shall be established pursuant to Section 3.1
(the "U.S. Global Securities"), registered in the name of the nominee of the
Depositary, deposited with the Trustee, as custodian for the Depositary, duly
executed by the Issuer and authenticated by the Trustee as hereinafter provided.
The aggregate principal amount of the U.S. Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, in accordance with the
instructions given by the Holder thereof, as hereinafter provided.

            Securities offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global Securities in registered form substantially in the form as shall be
established pursuant to Section 3.1 (the "Offshore Global Securities"),
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Offshore Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

            Securities issued pursuant to Section 2.5 in exchange for interests
in the Offshore Global Securities shall be in the form of permanent certificated
Securities in registered form substantially in the form as shall be established
pursuant to Section 3.1 (the "Offshore Physical Securities").

            The U.S. Global Securities and the Offshore Global Securities are
sometimes referred to herein as the "Global Securities."


                                      -12-
<PAGE>
            The definitive Securities and Coupons, if any, of each series shall
be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons, if any, subject, with respect to the Securities of any
series, to the rules of any securities exchange on which the Securities of such
series are listed.

            SECTION 2.2. RESTRICTIVE LEGENDS. Unless and until a Security
initially offered and sold in reliance on Rule 144A or Regulation S is exchanged
for an Exchange Security or sold in connection with an effective Registration
Statement pursuant to the Registration Rights Agreement, (i) the U.S. Global
Securities and U.S. Physical Securities shall bear the legend set forth below on
the face thereof and (ii) the Offshore Physical Securities and Offshore Global
Securities shall bear the legend set forth below on the face thereof until at
least the 41st day after the Original Issue Date of such Securities and receipt
by the Issuer and the Trustee of a certificate substantially in the form of
Exhibit A hereto:

      THE SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
      IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
      STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
      SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
      THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
      SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
      SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a)
      TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
      A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
      THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE
      WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
      REQUESTS), (2) TO THE COMPANY, (3) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
      REQUIRED, TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY, EVIDENCED
      HEREBY, OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

            Each Global Security, whether or not an Exchange Security, shall
also bear the following legend on the face thereof:


                                      -13-
<PAGE>
      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
      OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
      HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
      PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
      WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
      BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
      SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
      SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
      FORTH IN SECTION 2.6 OF THE INDENTURE.

            SECTION 2.3. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's Certificate of Authentication on all Securities shall be in
substantially the following form:

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

                              ___________________________________,
                              as Trustee

                              by ________________________________
                                   Authorized Signatory

            SECTION 2.4. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION BY AN
AUTHENTICATING AGENT. If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent on all Securities of
such series shall be in substantially the following form:

                              _________________________________,
                              as Trustee

                              by [NAME OF AUTHENTICATING AGENT],
                              Authenticating Agent

                              by_______________________________
                              Authorized Officer

            SECTION 2.5. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) If the
Issuer shall establish pursuant to Section 3.1 that the Securities of a
particular series are to be issued in whole or in part in one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with Section 3.3 and the Issuer Order delivered to the Trustee thereunder,


                                      -14-
<PAGE>
authenticate and deliver a Global Security or Securities which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Securities of such series to be represented
by such Global Security or Securities, (ii) shall be registered in the name of
the Depositary for such Global Security or Securities or its nominee, (iii)
shall be delivered to the Trustee as custodian for such Depositary and (iv)
shall bear legends as set forth in Section 2.2.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee as its custodian, or
under such Global Security, and the Depositary may be treated by the Issuer, the
Trustee and any agent of the Issuer or the Trustee as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer
or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Security.

            (b) Notwithstanding any other provision of this Section 2.5 or of
Section 3.6, the Global Security of a series may be transferred, in whole but
not in part and in the manner provided in Section 3.6, only to a nominee of the
Depositary for such series or by a nominee of the Depositary to the Depositary
or to a successor Depositary for such series selected or approved by the Issuer
or to a nominee of such successor Depositary. Interests of beneficial owners in
Global Securities may be transferred in accordance with the rules and procedures
of the Depositary and the provisions of Section 2.6.

            (c) Any beneficial interest in one of the Global Securities that is
transferred to a person who takes delivery in the form of an interest in another
Global Security will, upon transfer, cease to be an interest in such Global
Security and become an interest in such other Global Security and, accordingly,
will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest.

            (d) If at any time (i) the Depositary for a series of Securities
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a successor Depositary
for such series is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such condition, as the case may be, or
(ii) there shall have occurred and be continuing an Event of Default with
respect to a series of Securities, this Section 2.5 shall no longer be
applicable to the Securities of such series and the Issuer will execute, and the
Trustee will, in accordance with Section 3.3 and an Issuer Order delivered to
the Trustee, authenticate and deliver, Fully Registered Securities of such
series, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security or Securities of such series in
exchange for such Global Security or Securities. In addition, the Issuer may at
any time determine that the Securities of any series shall no longer be
represented by a Global Security or Securities and that the provisions of this
Section 2.5 shall no longer apply to the Securities of such series. In such
event the Issuer will execute and the


                                      -15-
<PAGE>
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Issuer, will authenticate and deliver Fully Registered Securities of such
series, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security or Securities of such series in
exchange for such Global Security or Securities. Upon the exchange of the Global
Security or Securities for Fully Registered Securities issued in exchange for
the Global Security or Securities pursuant to this Section 2.5(d), such (i)
Global Security or Securities shall be canceled by the Trustee, and (ii) Fully
Registered Securities shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered.

            (e) Any U.S. Physical Security delivered in exchange for an interest
in the U.S. Global Securities pursuant to paragraph (d) of this Section 2.5
shall, except as provided by paragraph (d) of Section 2.6, bear the legend
regarding transfer restrictions applicable to the U.S. Physical Security set
forth in Section 2.2.

            (f) Any Offshore Physical Security delivered in exchange for an
interest in the Offshore Global Securities pursuant to paragraph (d) of this
Section 2.5 shall, except as provided by paragraph (d) of Section 2.6, bear the
legend regarding transfer restrictions applicable to the Offshore Physical
Security set forth in Section 2.2.

            SECTION 2.6. SPECIAL TRANSFER AND EXCHANGE PROVISIONS.

            (a) Transfer and Exchange of Global Notes. The transfer and exchange
of beneficial interests in the Global Securities shall be effected through the
Depositary, in accordance with the provisions of this Indenture and the
applicable procedures of the Depositary. Beneficial interests in Restricted
Global Securities shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers
of beneficial interests in the Global Securities also shall require compliance
with one or more of the following paragraphs, as applicable:

            (i) Transfers of Beneficial Interests in the Same Global Security.
      Beneficial interests in any Restricted Global Security may be transferred
      to Persons who take delivery thereof in the form of a beneficial interest
      in the same Restricted Global Security in accordance with the transfer
      restrictions set forth in the Private Placement Legend. Beneficial
      interests in any Unrestricted Global Security may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      an Unrestricted Global Security. No written orders or instructions shall
      be required to be delivered to the Securities Registrar to effect the
      transfers described in this Section 2.6(a)(i).

            If any transfer of a beneficial interest in an Unrestricted Offshore
Global Security to a Person who is permitted or required to take delivery in a
U.S. Global Security is effected at a time when an Unrestricted U.S. Global
Security has not yet been issued, the Issuer shall issue and the Trustee shall
authenticate, in accordance with Section 3.3, one or more Unrestricted U.S.
Global Securities in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests to be so transferred.


                                      -16-

<PAGE>
            (ii)  Transfer and Exchange of Beneficial Interests in a Restricted
      U.S. Global Security for Beneficial Interests in an Unrestricted U.S.
      Global Security. A beneficial interest in any Restricted U.S. Global
      Security may be exchanged by any holder thereof for a beneficial interest
      in an Unrestricted U.S. Global Security or transferred to a Person who
      takes delivery thereof in the form of a beneficial interest in an
      Unrestricted U.S. Global Security if:

                  (A)   such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (A)
            a Broker-Dealer, (B) a Person participating in the distribution of
            the Exchange Securities or (C) a Person who is an affiliate (as
            defined in Rule 144 under the Securities Act) of the Issuer;

                  (B)   such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C)   such transfer is effected by a Broker-Dealer pursuant to
            the Registration Statement in accordance with the Registration
            Rights Agreement; or

                  (D)   the Securities Registrar receives an Opinion of Counsel
            reasonably satisfactory to the Issuer and the Trustee to the effect
            that such exchange or transfer is in compliance with the Securities
            Act and that the restrictions on transfer contained herein and in
            the Private Placement Legend are no longer required to maintain
            compliance with the Securities Act.

            If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted U.S. Global Security has not yet been
issued, the Issuer shall issue and the Trustee shall authenticate, in accordance
with Section 3.3, one or more Unrestricted U.S. Global Securities in an
aggregate principal amount equal to the aggregate principal amount of beneficial
interests transferred pursuant to subparagraph (B) or (D) above.

            Beneficial interests in an Unrestricted U.S. Global Security cannot
be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Security.

            (iii) Transfers of Interests in the Restricted U.S. Global
      Securities for Beneficial Interests in Offshore Global Securities. A
      beneficial interest in a Restricted U.S. Global Security may be
      transferred to a Person who is required or permitted to take delivery
      thereof in the form of an interest in an Offshore Global Security in
      accordance with the applicable procedures of the Depositary and upon
      receipt by the Securities Registrar of a certificate in the form of
      Exhibit B hereto given by the owner of such beneficial interest. Any such
      transfer made prior to the time when the Private Placement Legend may be
      removed from the Offshore Global Securities shall be made in exchange for
      an interest in a Restricted Offshore Global Security. Any such transfer
      made after the time when the Private Placement Legend may be removed from
      the Offshore Global


                                      -17-
<PAGE>
      Securities shall be made in exchange for an interest in an Unrestricted
      Offshore Global Security.

            (iv)  Transfers of Interests in the Restricted Offshore Global
      Securities for Beneficial Interests in Restricted U.S. Global Securities.
      A beneficial interest in a Restricted Offshore Global Security may be
      transferred to a Person who is required or permitted to take delivery
      thereof in the form of an interest in a U.S. Global Security in accordance
      with the applicable procedures of the Depositary and upon receipt by the
      Securities Registrar of a certificate in the form of Exhibit C hereto
      given by the owner of such beneficial interest.

            (b)   Transfers of Restricted Physical Securities. Upon request by a
Holder of Restricted Physical Securities and such Holder's compliance with the
provisions of this Section 2.6(b), the Securities Registrar shall register the
transfer or exchange of Restricted Physical Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Securities Registrar the Restricted Physical Securities duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Securities Registrar duly executed by such Holder or by its
attorney, duly authorized in writing. In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.6(b).

            (i)   Transfers of Restricted U.S. Physical Securities. Any
      Restricted U.S. Physical Security may be transferred to and registered in
      the name of Persons who take delivery thereof in the form of a Restricted
      U.S. Physical Security if such transfer is being made by a proposed
      transferor who has checked the box provided for on the form of Security
      stating, or has otherwise advised the Issuer and the Securities Registrar
      in writing, that the sale has been made in compliance with the provisions
      of Rule 144A to a transferee who has signed the certification provided for
      on the form of Security stating, or has otherwise advised the Issuer and
      the Securities Registrar in writing, that it is purchasing the Security
      for its own account or an account with respect to which it exercises sole
      investment discretion and that it and any such account is a QIB within the
      meaning of Rule 144A and is aware that the sale to it is being made in
      reliance on Rule 144A and acknowledges that it has received such
      information regarding the Issuer as it has requested pursuant to Rule 144A
      or has determined not to request such information and that it is aware
      that the transferor is relying upon its foregoing representations in order
      to claim the exemption from registration provided by Rule 144A.

            (ii)  Transfer and Exchange of Restricted U.S. Physical Securities
      for Unrestricted U.S. Physical Securities. A Restricted U.S. Physical
      Security may be exchanged by any holder thereof for an Unrestricted U.S.
      Physical Security or transferred to a Person who takes delivery thereof in
      the form of an Unrestricted U.S. Physical Security if:

                  (A)   such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of U.S. Physical Security to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal


                                      -18-
<PAGE>
            that it is not (A) a Broker-Dealer, (B) a Person participating in
            the distribution of the Exchange Securities or (C) a Person who is
            an affiliate (as defined in Rule 144 under the Securities Act) of
            the Issuer;

                  (B)   such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C)   such transfer is effected by a Broker-Dealer pursuant to
            the Registration Statement in accordance with the Registration
            Rights Agreement; or

                  (D)   the Securities Registrar receives an Opinion of Counsel
            reasonably satisfactory to the Issuer and the Trustee to the effect
            that such exchange or transfer is in compliance with the Securities
            Act and that the restrictions on transfer contained herein and in
            the Private Placement Legend are no longer required to maintain
            compliance with the Securities Act.

            An Unrestricted U.S. Physical Security cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a Restricted
Physical Security.

            (iii) Transfers of Restricted U.S. Physical Securities for Offshore
      Physical Securities. A Restricted U.S. Physical Security may be
      transferred to a Person who is required or permitted to take delivery
      thereof in the form of an Offshore Physical Security upon receipt by the
      Securities Registrar of a certificate in the form of Exhibit B hereto
      given by the owner of such Restricted U.S. Physical Security. Any such
      transfer made prior to the time when the Private Placement Legend may be
      removed from the Offshore Physical Securities shall be made in exchange
      for a Restricted Offshore Physical Security. Any such transfer made after
      the time when the Private Placement Legend may be removed from the
      Offshore Physical Securities shall be made in exchange for an Unrestricted
      Offshore Physical Security.

            (iv)  Transfers of Restricted Offshore Physical Securities for
      Restricted U.S. Physical Securities. A Restricted Offshore Physical
      Security may be transferred to a Person who is required or permitted to
      take delivery thereof in the form of a U.S. Physical Security upon receipt
      by the Securities Registrar of a certificate in the form of Exhibit C
      hereto given by the owner of such beneficial interest.

            (c)   Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuer shall issue and
the Trustee shall authenticate, in accordance with Section 3.3, (i) if Fully
Registered Certificates have not been issued in exchange for Global Securities
of the applicable series pursuant to Section 2.5(d), (A) one or more
Unrestricted U.S. Global Securities in an aggregate principal amount equal to
the principal amount of the beneficial interests in the Restricted U.S. Global
Securities tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Securities and (z) they are not
affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in
the Exchange offer and (B) one or more Unrestricted Offshore Global Securities
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted


                                      -19-
<PAGE>
Offshore Global Securities tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal to the same effect as in (i)(A)(x), (y)
and (z) above and (ii) if Fully Registered Securities have been issued in
exchange for the Global Securities of the applicable series pursuant to Section
2.5(d), Unrestricted Physical Securities in an aggregate principal amount equal
to the principal amount of the Restricted Physical Securities accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such
Unrestricted U.S. Global Securities and Unrestricted Offshore Global Securities,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted U.S. Global Securities and Restricted Offshore Global Securities to
be reduced accordingly.

            (d)   Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Securities Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Securities Registrar shall deliver
only Securities that bear the Private Placement Legend unless (i) the Private
Placement Legend is no longer required by Section 2.2 or (ii) there is delivered
to the Securities Registrar an Opinion of Counsel reasonably satisfactory to the
Issuer and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

            (e)   Cancellation and/or Adjustment of Global Securities. At such
time as all beneficial interests in a particular Global Security have been
exchanged for Fully Registered Securities or a particular Global Security has
been redeemed, repurchased or canceled in whole and not in part, each such
Global Security shall be returned to or retained and cancelled by the Trustee in
accordance with Section 3.9. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Security, the principal amount of such Global Security the
beneficial interest of which is to be so exchanged or transferred shall be
reduced accordingly and an endorsement shall be made on such Global Security by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (f)   General. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. The Securities Registrar shall not register a transfer of any
Security unless such transfer complies with the restrictions on transfer of such
Security set forth in this Indenture. In connection with any transfer of
Securities, each Holder agrees by its acceptance of the Securities to furnish
the Securities Registrar or the Issuer such certifications, legal opinions or
other information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Securities Registrar shall not be required to determine (but may rely on a
determination made by the Issuer with respect to) the sufficiency of any such
certifications, legal opinions or other information.



                                      -20-
<PAGE>
            The Securities Registrar shall retain copies of all letters, notices
and other written communications received pursuant to Section 2.5 or this
Section 2.6. The Issuer shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Securities Registrar.

                                  ARTICLE III.

                                 THE SECURITIES

            SECTION 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.
There shall be established in or pursuant to the authority granted in a Board
Resolution or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

            (a)   the form of the Securities of any series and the Coupons, if
any, appertaining thereto;

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

            (c)   any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.4, 3.6, 3.7, 3.10 or 14.3);

            (d)   the date or dates on which such Securities may be issued;

            (e)   the date or dates, which may be serial, on which the principal
of, and premium, if any, on, the Securities of such series shall be payable;

            (f)   the rate or rates, or the method of determination thereof, at
which the Securities of such series shall bear interest, if any, the date or
dates from which such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable and, in the case of Registered Securities, the
record dates, if other than as set forth in Section 3.8, for the determination
of Holders to whom interest is payable, and whether any special terms and
conditions relating to the payment of additional amounts in respect of payments
on the Securities of such series shall in the event of certain changes in the
United States Federal income tax laws apply to Unregistered Securities of such
series or to Registered Securities of such series;

            (g)   the place or places where the principal of, and premium, if
any, and interest, if any, on Securities of the series shall be payable (if
other than as provided in Section 4.2);

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


                                      -21-
<PAGE>
otherwise, and whether any special terms and conditions of redemption shall
apply to Unregistered Securities of such series or to Registered Securities of
such series;

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

            (j)   if other than denominations of $1,000 and any integral
multiple thereof, in Dollars or the Foreign Currency or currency unit in which
the Securities of such series are denominated, the denominations in which
Securities of such series shall be issuable;

            (k)   if other than the principal amount thereof, the portion of the
principal amount of Securities of such series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.1 or
provable in bankruptcy pursuant to Section 6.2;

            (l)   whether payment of the principal of, premium, if any, and
interest, if any, on the Securities of such series shall be with or without
deduction for taxes, assessments or governmental charges, and with or without
reimbursement of taxes, assessments or governmental charges paid by Holders;

            (m)   any Events of Default with respect to the Securities of such
series, if not set forth herein;

            (n)   if other than the rate of interest stated in the title of the
Securities of such series, the applicable Overdue Rate;

            (o)   in case the Securities of such series do not bear interest,
the applicable dates for the purpose of clause (a) of Section 5.1;

            (p)   whether the Securities of such series are to be issued as
Registered Securities (with or without Coupons) or Unregistered Securities or
both, and, if Unregistered Securities or Coupon Securities are issued, whether
Unregistered Securities or Coupon Securities of such series may be exchanged for
Registered Securities or Fully Registered Securities of such series and whether
Registered Securities or Fully Registered Securities of such series may be
exchanged for Unregistered Securities of such series and the circumstances under
which and the place or places where any such exchanges, if permitted, may be
made;

            (q)   the currency or currencies, or currency unit or currency
units, whether in Dollars or a Foreign Currency or currency unit, in which the
principal of, and premium, if any, and interest, if any, on the Securities of
such series or any other amounts payable with respect thereto, including,
without limitation, Coupons, are to be denominated, payable, redeemable or
repurchaseable, as the case may be, and whether such principal, premium, if any,
and interest, if any, payable otherwise than in Dollars may, at the option of
the holders of any Security of such series, also be payable in Dollars;



                                      -22-
<PAGE>
            (r)   if other than as set forth in Section 12.1, provisions for the
satisfaction and discharge of the indebtedness represented by the Securities of
such series;

            (s)   whether the Securities of such series are issuable as a Global
Security and, in such case, the identity of the Depositary for such series;

            (t)   if the amount of payment of principal of, premium, if any, or
interest on the Securities of such series may be determined with reference to an
index, formula or other method based on a coin, currency, or currency unit other
than that in which the Securities are stated to be payable or otherwise, the
manner in which such amounts shall be determined;

            (u)   any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture); and

            (v)   any trustees, authenticating or paying agents, warrant agents,
transfer agents or registrars with respect to the Securities of such series,
and, if the Securities of such series are to be denominated and payable in any
currency other than Dollars, the initial Dollar Determination Agent.

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the authority granted in such resolution of the Board of Directors or in any
such indenture supplemental hereto. Unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

            SECTION 3.2. FORM AND DENOMINATIONS. In the absence of any
specification pursuant to Section 3.1 with respect to the Securities of any
series, the Securities of such series shall be issuable as Fully Registered
Securities in denominations of $1,000 and any integral multiple thereof, and
shall be payable in Dollars.

            SECTION 3.3. AUTHENTICATION, DATING AND DELIVERY OF SECURITIES. At
any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Securities of any series, with appropriate
Coupons, if any, attached thereto, executed by the Issuer to the Trustee for
authentication. Except as otherwise provided in this Article Three, the Trustee
shall thereupon authenticate and deliver, or cause to be authenticated and
delivered, said Securities to or upon Issuer Order, without any further action
by the Issuer. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, prior to the initial authentication of
such Securities, and (subject to Section 7.1) shall be fully protected in
relying upon:

            (a)   a Board Resolution relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such Resolution, in each case
certified by the Secretary or an Assistant Secretary of the Issuer;

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

            (c)   an Officers' Certificate which shall state that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been complied


                                      -23-
<PAGE>
with, that no Event of Default with respect to any series of Securities has
occurred and is continuing and that the issuance of such Securities does not
constitute and will not result in (i) any Event of Default or any event or
condition, which, upon the giving of notice or the lapse of time or both, would
become an Event of Default or (ii) any default under the provisions of any other
instrument or agreement by which the Issuer is bound; and

            (d)   an Opinion of Counsel, which shall state:

            (i)   that the form and the terms of such Securities and Coupons, if
      any, have been established by or pursuant to the authority granted in a
      Board Resolution delivered to the Trustee pursuant to subparagraph (a)
      above or by a supplemental indenture delivered to the Trustee pursuant to
      subparagraph (b) above as provided by Section 3.1 and in accordance with
      the provisions of this Indenture;

            (ii)  that such Securities, when authenticated and delivered by the
      Trustee and issued by the Issuer in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute (together
      with the Coupons, if any appertaining thereto) valid and binding
      obligations of the Issuer enforceable in accordance with their terms,
      subject to bankruptcy, insolvency, organization and other laws of general
      applicability relating to or affecting the enforcement of creditors'
      rights and to general equity principles;

            (iii) that the Issuer has the corporate power to issue such
      Securities and Coupons, if any, and has duly taken all necessary corporate
      action with respect to such issuance;

            (iv)  that the issuance of such Securities and Coupons, if any, will
      not contravene the charter or by-laws of the Issuer or result in any
      violation of any of the terms or provisions of any law or regulation or of
      any indenture, mortgage or other agreement known to such Counsel by which
      the Issuer or any of its Subsidiaries is bound;

            (v)   that all laws and requirements in respect of the execution and
      delivery by the Issuer of the Securities and Coupons, if any, and the
      related supplemental indenture, if any, have been complied with and that
      authentication and delivery of such Securities and Coupons, if any, and
      the execution and delivery of the related supplemental indenture, if any,
      by the Trustee will not violate the terms of the Indenture; and

            (vi)  such other matters as the Trustee may reasonably request.

            Notwithstanding the provisions of Section 3.1 and of this Section
3.3, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officers' Certificate or supplemental
indenture otherwise required pursuant to Section 3.1 or the Issuer Order,
Officers' Certificate and Opinion of Counsel required pursuant to this Section
3.3 at or prior to the time of authentication of each Security of such series if
such documents are delivered at or prior to the time of authentication upon
original issuance of the first Security of such series to be issued; provided,
however, that any subsequent request by the Issuer to the Trustee to
authenticate Securities of such series shall constitute a representation and
warranty by the Issuer that as of the date of such request the statements made
in the Officers'


                                      -24-
<PAGE>
Certificate delivered pursuant to Section 3.3(c) shall be true and correct on
the date thereof as if made on and as of the date thereof.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities together with any Coupons appertaining thereto under this
Section if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken by the Issuer or if the Trustee in good faith by its
board of directors or board of trustees, executive committee, or a trust
committee of directors or trustees and/or responsible officers shall determine
that such action would expose the Trustee to personal liability to existing
Holders.

            Each Registered Security shall be dated the date of its
authentication.

            SECTION 3.4. EXECUTION OF SECURITIES AND COUPONS. The Securities and
Coupons, if any, appertaining thereto shall be signed in the name of and on
behalf of the Issuer by both (a) its chairman or any vice chairman or its
president or any vice president and (b) by its treasurer or any associate or
assistant treasurer or its secretary or any assistant secretary, which may, but
need not, be attested. Such signatures may be the manual or facsimile signatures
of such officers. Typographical and other minor errors or defects in any such
reproduction of any such signature shall not affect the validity or
enforceability of any Security or Coupon that has been duly authenticated and
delivered by the Trustee.

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

            The Trustee shall not authenticate or deliver any Coupon Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

            SECTION 3.5. CERTIFICATE OF AUTHENTICATION. No Security or Coupon
appertaining thereto shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form hereinbefore recited,
executed by or on behalf of the Trustee by manual signature. Such certificate by
or on behalf of the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.



                                      -25-
<PAGE>
            SECTION 3.6. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.
Subject to the conditions set forth below, Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same series
of other authorized denominations. Securities to be exchanged shall be
surrendered together, in the case of Coupon Securities, with all unmatured
Coupons and matured Coupons in default appertaining thereto, at the offices or
agencies to be maintained by the Issuer for such purposes as provided in Section
4.2, and the Issuer shall execute and register and the Trustee or any
Authenticating Agent shall authenticate and deliver in exchange therefor the
Security or Securities which the Holder making the exchange shall be entitled to
receive.

            The Issuer shall keep or cause to be kept, at one of said offices or
agencies, a register for each series of Securities issued hereunder which may
include Registered Securities (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, and subject also to the provisions of Section 2.4, the Issuer
shall provide for the registration of Registered Securities of such series and
shall register the transfer of Registered Securities of such series as in this
Article Three provided. The Securities Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. The Trustee and the Authenticating Agent are hereby appointed "Securities
Registrars" for the purpose of registering Registered Securities and registering
transfers of Registered Securities as herein provided. Subject to the provisions
of Section 2.4, upon due presentment for registration of transfer of any
Security of any series at any such office or agency, the Issuer shall execute
and register and the Trustee or any Authenticating Agent shall authenticate and
deliver in the name of the transferee or transferees a new Registered Security
or Securities of the same series for an equal aggregate principal amount.

            Subject to the provisions of Section 2.4, at the option of the
Holder thereof, Securities of any series, whether Registered Securities or
Unregistered Securities, which by their terms are registrable as to principal
only or as to principal and interest, may, to the extent and under the
circumstances specified pursuant to Section 3.1, be exchanged for such
Registered Securities with Coupons or Fully Registered Securities of such
series, as may be issued by the terms thereof. Securities of any series, whether
Registered Securities or Unregistered Securities, which by their terms provide
for the issuance of Unregistered Securities, may not, except to the extent and
under the circumstances specified pursuant to Section 3.1, be exchanged for
Unregistered Securities of such series. Unregistered Securities of any series
issued in exchange for Registered Securities of such series between the record
date for such Registered Securities and the next Interest Payment Date will be
issued without the Coupon relating to such Interest Payment Date, and
Unregistered Securities surrendered in exchange for Registered Securities
between such dates shall be surrendered without the Coupon relating to such
Interest Payment Date.

            Upon presentation for registration of any Unregistered Security of
any series which by its terms is registrable as to principal, at the office or
agency of the Issuer to be maintained as provided in Section 4.2, such Security
shall be registered as to principal in the name of the Holder thereof, and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the Securities Register of the Issuer upon presentation of
such Security at such office or agency for similar notation thereon, but, to the
extent permitted by law, such security, may be discharged from registration by
being in a like manner transferred to


                                      -26-
<PAGE>
bearer whereupon transferability by delivery shall be restored. To the extent
permitted by law, Unregistered Securities shall continue to be subject to
successive registrations and discharges from registration at the option of the
Holders thereof.

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

            Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section 3.6 shall be the valid obligation of the
Issuer, evidencing the same indebtedness and entitled to the same benefits under
this Indenture as the Security or Securities surrendered upon registration of
such transfer or exchange.

            No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.10, 10.6 or 14.3 not involving any
transfer.

            The Issuer shall not be required (a) to issue, exchange or register
the transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be so
redeemed. None of the Issuer, the Trustee, any Paying Agent or Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.

            SECTION 3.7. MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES OR COUPONS. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, and in the absence of notice
to the Issuer or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Issuer in the case of a mutilated Security or Coupon
shall, and in the case of a lost, stolen or destroyed Security or Coupon may in
its discretion, execute, and, upon an Issuer Request, the Trustee shall
authenticate and deliver, a new Security with like Coupons, if any, as those
attached to the mutilated, destroyed, lost or stolen Security (so that neither
gain nor loss in interest shall result), of the same series, tenor and principal
amount, and bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, or a new Coupon, as appropriate, in exchange and
substitution for the mutilated Security or Coupon, or in lieu of and in
substitution for the Security or Coupon so destroyed, lost or stolen, or if any
such Security or Coupon shall have matured or shall be about to mature, instead
of issuing a substituted Security or Coupon, the Issuer may pay or authorize the
payment of the same without surrender thereof (except in the


                                      -27-
<PAGE>
case of a mutilated Security or Coupon); provided, however, that interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an office or agency located outside of the United States,
unless otherwise provided pursuant to Section 3.1. In every case the applicant
for a substituted Security or Coupon shall furnish to the Issuer and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupon and of
the ownership thereof.

            Upon the issuance of any substitute Security or Coupon under this
Section 3.7, the Issuer may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith. In case any Security or Coupon which
has matured or is about to mature or has been called for redemption in full
shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer
may, instead of issuing a substitute Security or Coupon, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
or defaced Security or Coupon), if the applicant for such payment shall furnish
to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

            Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section 3.7 by virtue of the fact that any such Security
is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities and Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions of this
Section 3.7 are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

            SECTION 3.8. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. The
Holder of any Fully Registered Securities at the close of business on any record
date with respect to any Interest Payment Date shall be entitled to receive the
interest, if any, payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any transfer or exchange subsequent to the
record date and prior to such Interest Payment Date and, if provided for in the
Board Resolution pursuant to Section 3.1, in the case of a Security issued
between a record date and the initial Interest Payment Date relating to such
record date, interest for the period beginning on the date of issue and ending
on such initial Interest Payment Date shall be paid to the person to whom such
Security shall have been originally issued. In the case of Coupon Securities,
the Holder of any Coupon shall be entitled to receive the interest, if any,
payable on


                                      -28-
<PAGE>
such Interest Payment Date, upon surrender on such Interest Payment Date of the
Coupon appertaining thereto in respect of such interest. Except as otherwise
specified as contemplated by Section 3.1, for Fully Registered Securities of a
particular series the term "record date" as used in this Section 3.8 with
respect to any Interest Payment Date shall mean the close of business on the
last day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the 15th day of a calendar month and shall mean the
close of business on the 15th day of the calendar month preceding such Interest
Payment Date if such Interest Payment Date is the first day of a calendar month,
whether or not such day shall be a Business Day in The City of New York. At the
option of the Issuer, payment of interest on any Fully Registered Security may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

            If and to the extent the Issuer shall default in the payment of the
interest due on such Interest Payment Date in respect of any Fully Registered
Securities such defaulted interest shall be paid by the Issuer, at its election
in each case, as provided in clause (a) or (b) below:

            (a)   The Issuer may make payment of any defaulted interest to the
Holder of Fully Registered Securities at the close of business on a subsequent
record date established by notice given by mail, first-class postage prepaid, by
or on behalf of the Issuer to such Holder at his address as it appears on the
Security Register not less than 15 days preceding such subsequent record date,
such record date to be not less than 10 days preceding the date of payment of
such defaulted interest.

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

            Any defaulted interest payable in respect of a Coupon Security of
any series shall be payable pursuant to such procedures as may be satisfactory
to the Trustee in such manner that there is no discrimination between the
Holders of Fully Registered Securities and Coupon Securities of such series, and
notice of the payment date therefor shall be given by the Trustee, in the name
and at the expense of the Issuer, in the manner provided in Section 13.4.

            Subject to the foregoing provisions of this Section 3.8, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

            SECTION 3.9. CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, and all Coupons surrendered for payment or exchange, if surrendered to the
Issuer or any Paying Agent or any Securities Registrar, shall be delivered to
the Trustee for cancellation or, if surrendered to the Trustee, shall be
canceled by it, and no Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by


                                      -29-
<PAGE>
any of the provisions of this Indenture. The Trustee shall destroy canceled
Securities and Coupons held by it and deliver a certificate of destruction to
the Issuer. If the Issuer shall acquire any of the Securities, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

            SECTION 3.10. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as may be appropriate for temporary
securities all as may be determined by the Issuer with the concurrence of the
Trustee. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Securities. Temporary Securities may be issued as Registered Securities or
Unregistered Securities, with or without one or more Coupons attached. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge to a Holder at the Corporate
Trust Office of the Trustee or, in the case of temporary Securities issued in
respect of Unregistered Securities of any series, at the Corporate Trust Office
of the Trustee located in a city specified elsewhere in this Indenture or
pursuant to Section 3.1, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of the same series with appropriate Coupons, if any,
attached. Such exchange shall be made by the Issuer at its own expense and
without any charge therefor to a Holder except that in case of any such exchange
involving any registration of transfer the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.

            SECTION 3.11. COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

            SECTION 3.12. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF
SECURITIES. (a) With respect to Registered Securities of any series denominated
in Dollars or Foreign Currency and with respect to Registered Securities of any
series denominated in any currency unit with respect to which the Holders of
Securities of such series have not made the election provided for in paragraph
(b) below, the following payment provisions shall apply:

            (i)   Except as provided in subparagraph (a)(ii) or in paragraph (e)
      below, payment of the principal of and premium, if any, on any Registered
      Security will be made at the Place of Payment by delivery of a check in
      the currency or currency unit in which the Security is payable on the
      payment date against surrender of such Registered


                                      -30-
<PAGE>
      Security, and any interest on any Fully Registered Security will be paid
      at the Place of Payment by mailing a check in the currency or currency
      unit in which such interest is payable to the Person entitled thereto at
      the address of such Person appearing on the Securities Register.

            (ii)  Payment of the principal of, premium, if any, and (with
      respect to Fully Registered Securities only) interest on such Security may
      also, subject to applicable laws and regulations, be made at such other
      place or places as may be designated by the Issuer by any appropriate
      method.

            (b)   With respect to Registered Securities of any series
denominated in any Foreign Currency or currency unit, the following payment
provisions shall apply, except as otherwise provided in paragraphs (e) and (f)
below:

            (i)   It may be provided pursuant to Section 3.1 with respect to the
      Securities of such series that Holders shall have the option to receive
      payments of principal of, premium, if any, and (with respect to Fully
      Registered Securities only) interest, if any, on such Securities in any of
      the currencies which may be designated for such election in such
      Securities by delivering to the Trustee a written election, to be in form
      and substance satisfactory to the Trustee, not later than the close of
      business on the record date immediately preceding the applicable payment
      date. Such election will remain in effect for such Holder until changed by
      the Holder by written notice to the Trustee (but any such change must be
      made not later than the close of business on the record date immediately
      preceding the next payment date to be effective for the payment to be made
      on such payment date and no such change may be made with respect to
      payments to be made on any Security of such series with respect to which
      notice of redemption has been given by the Issuer pursuant to Article
      Fourteen). Any Holder of any such Security who shall not have delivered
      any such election to the Trustee not later than the close of business on
      the applicable record date will be paid the amount due on the applicable
      payment date in the relevant currency unit as provided in paragraph (a) of
      this Section 3.12. Payment of principal of and premium, if any, shall be
      made on the payment date against surrender of such Security. Payment of
      principal of, premium, if any, and (with respect to Fully Registered
      Securities only) interest, if any, shall be made at the Place of Payment
      by mailing at such location a check, in the applicable currency or
      currency unit, to the Person entitled thereto at the address of such
      Person appearing on the Securities Register.

            (ii)  Payment of the principal of, premium, if any, and (with
      respect to Fully Registered Securities only) interest, if any, on such
      Security may also, subject to applicable laws and regulations, be made at
      such other place or places as may be designated by the Issuer by any
      appropriate method.

            (c)   Payment of the principal of, and premium, if any, on any
Unregistered Security and of interest on any Coupon Security will be made unless
otherwise specified pursuant to Section 3.1 or Section 10.1(f) by a Paying Agent
at such place or places outside the United States as may be designated by the
Issuer pursuant to any applicable laws or regulations by any appropriate method
in the currency or currency unit in which the Security is payable


                                      -31-
<PAGE>
(except as provided in paragraph (e) below) on the payment date against
surrender of the Unregistered Security, in the case of payment of principal and
premium, if any, or the relevant Coupon, in the case of payment of interest, if
any. Except as provided in paragraph (e) below, payment with respect to
Unregistered Securities and Coupons will be made by check, subject to any
limitations on the methods of effecting such payment as shall be specified in
the terms of the Security established as provided in Section 3.1 and Section
10.1(f) and as shall be required under applicable laws and regulations.

            (d)   Not later than the fourth Business Day after the record date
for each payment date, the Trustee will deliver to the Issuer a written notice
specifying, in the currency or currency unit in which each series of the
Securities is payable, the respective aggregate amounts of principal of,
premium, if any, and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency unit shall have elected to be paid in another
currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 3.1 and if at
least one Holder has made such election, then, not later than the eighth
Business Day following each record date the Issuer will deliver to the Trustee
and each Paying Agent an Exchange Rate Officer's Certificate in respect of the
Dollar or Foreign Currency payments to be made on such payment date. The Dollar
or Foreign Currency amount receivable by Holders of Registered Securities
denominated in a currency unit who have elected payment in such currency as
provided in paragraph (b) above shall be determined by the Issuer on the basis
of the applicable Official Currency Unit Exchange Rate set forth in the
applicable Exchange Rate Officer's Certificate.

            (e)   If a Foreign Currency in which any of the Securities are
denominated or payable ceases to be used both by the government of the country
which issued such currency or adopted such currency as its legal currency and
for the settlement of transactions by public institutions of or within the
international banking community, or if any currency unit in which a Security is
denominated or payable ceases to be used for the purposes for which it was
established, then with respect to each date for the payment of principal of, or
premium, if any, and interest, if any, on the applicable Securities denominated
or payable in such Foreign Currency or such currency unit occurring after the
last date on which such Foreign Currency or such currency unit was so used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on each
such payment date. The Dollar amount to be paid by the Issuer to the Paying
Agent and by the Paying Agent to the Holders of such Securities with respect to
such payment date shall be the Dollar Equivalent of the Foreign Currency or, in
the case of a currency unit, the Dollar Equivalent of the Currency Unit as
determined by the Dollar Determination Agent as of the record date, if any, with
respect to any Interest Payment Date or the fifteenth day before the Maturity of
an installment of principal (the "Valuation Date"), in the manner provided in
paragraph (g) or (h) below.

            (f)   If the Holder of a Registered Security denominated in a
currency unit elects payment in a specified Foreign Currency as provided for by
paragraph (b) and such Foreign Currency ceases to be used both by the government
of the country which issued such currency or adopted such currency as its legal
currency and for the settlement of transactions by public institutions of or
within the international banking community, such Holder shall receive


                                      -32-
<PAGE>
payment in such currency unit, and if such currency unit ceases to be used for
the purposes for which it was established, such Holder shall receive payment in
Dollars.

            (g)   The "Dollar Equivalent of the Foreign Currency" shall be
determined by, and shall be set forth in a certificate delivered to the Issuer,
the Trustee and each Paying Agent of, the Dollar Determination Agent as of each
Valuation Date and shall be obtained by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Valuation Date.

            (h)   The "Dollar Equivalent of the Currency Unit" shall be
determined by, and shall be set forth in a certificate delivered to the Issuer,
the Trustee and each Paying Agent of, the Dollar Determination Agent as of each
Valuation Date and shall be the sum obtained by adding together the results
obtained by converting the Specified Amount of each Component Currency into
Dollars at the Market Exchange Rate on the Valuation Date for such Component
Currency.

            (i)   For purposes of this Section 3.12, the following terms shall
have the following meanings:

            A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit.

            A "Specified Amount" of a Component Currency shall mean the number
of units or fractions thereof which such Component Currency represented in the
relevant currency unit, on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single currency, and
such amount shall thereafter be a Specified Amount and such single currency
shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by specified amounts of such
two or more currencies, the sum of which, at the Market Exchange Rate of such
two or more currencies on the date of such replacement, shall be equal to the
Specified Amount of such former Component Currency divided by the number of
currencies into which such Component Currency was divided, and such amounts
shall thereafter be Specified Amounts and such currencies shall thereafter be
Component Currencies.

            "Market Exchange Rate" shall mean for any currency the noon Dollar
buying rate for that currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to one or
more currencies for which an Exchange Rate is required, the Dollar Determination
Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City or
in the country of issue of the currency in question, or such other quotations as
the Dollar Determination Agent shall deem


                                      -33-
<PAGE>
appropriate. Unless otherwise specified by the Dollar Determination Agent, if
there is more than one market for dealing in any currency by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such
currency shall be that upon which a nonresident issuer of securities designated
in such currency would purchase such currency in order to make payments in
respect of such securities.

            All decisions and determinations of the Dollar Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit and the Market Exchange Rate shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Issuer, the Trustee, any Paying Agent
and all Holders of the Securities and Coupons denominated or payable in the
relevant currency or currency units. In the event that a Foreign Currency ceases
to be used both by the government of the country which issued such currency or
adopted such currency as its legal currency and for the settlement of
transactions by public institutions of or within the international banking
community, the Issuer, after learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 13.4 to the Holders) specifying the Conversion
Date. In the event a currency unit in which Securities or Coupons are
denominated or payable ceases to be used for the purposes for which it was
established, the Issuer, after learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 13.4 to the Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion Date.
In the event of any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above, the Issuer, after learning thereof,
will similarly give notice to the Trustee. The Trustee shall be fully justified
and protected in relying and acting upon information received by it from the
Issuer and the Dollar Determination Agent, if any, and shall not otherwise have
any duty or obligation to determine such information independently.

            SECTION 3.13. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS. If any
Unregistered Securities or Coupon Securities are to be issued in any series of
Securities, the Issuer will use reasonable efforts to provide for arrangements
and procedures designed pursuant to then applicable laws and regulations, if
any, to ensure that such Unregistered Securities or Coupon Securities are sold
or resold, exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Issuer.

                                   ARTICLE IV.

                             COVENANTS OF THE ISSUER

            The Issuer covenants and agrees for the benefit of each series of
Securities that on and after the date of execution of this Indenture and, except
as otherwise provided, so long as any of the Securities of such series remain
outstanding, as to which the Issuer remains an obligor:

            SECTION 4.1. PAYMENT OF SECURITIES. The Issuer will duly and
punctually pay or cause to be paid (in the Dollars or the Foreign Currency or
currency unit in which the Securities of such series and Coupons, if any,
appertaining thereto are payable, except as otherwise


                                      -34-
<PAGE>
specified as contemplated by Section 3.1 for the Securities of such series and
except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture)
the principal of, the premium, if any, and interest, if any, on the Securities
of such series at the place or places, at the respective times and in the manner
provided in such Securities, in any Coupons appertaining thereto, and in this
Indenture. Each installment of interest on the Registered Securities of any
series may be paid by mailing checks for such interest payable to or upon the
written order of the Holders of Registered Securities entitled thereto as they
shall appear on the registry books of the Issuer.

            The interest on Coupon Securities shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. The interest, if any, on any
temporary Unregistered Security shall be paid, as to any installment of interest
evidenced by a Coupon attached thereto, if any, only upon presentation and
surrender of such Coupon, and, as to other installments of interest, if any,
only upon presentation of such Security for notation thereon of the payment of
such interest.

            SECTION 4.2. OFFICES OR AGENCY. So long as any of the Securities
remain Outstanding, the Issuer will maintain in the Borough of Manhattan, The
City of New York, New York, an office or agency where Registered Securities of
such series may be presented or surrendered for payment, where Securities of
such series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Issuer in respect of the Securities of
such series and this Indenture may be served, which office or agency, unless
otherwise set forth in, or pursuant to, a Board Resolution or supplemental
indenture relating to the Securities of such series, shall initially be a
corporate trust facility of the Trustee located in the Borough of Manhattan, The
City of New York, New York, and, if the Trustee shall cease to maintain such
corporate trust facility, such office or agency shall be the principal corporate
trust office of the Authenticating Agent designated pursuant to Section 7.14
hereof. So long as any Coupon Securities or Unregistered Securities of any
series remain Outstanding, the Issuer will (except as specified pursuant to
Section 3.1 or Section 10.1(f)) maintain one or more offices or agencies outside
the United States in such city or cities as may be specified elsewhere in this
Indenture or as contemplated by Section 3.1, with respect to such series, where
Coupons appertaining to Securities of such series or Unregistered Securities of
such series may be surrendered or presented for payment, or surrendered for
exchange pursuant to Section 3.6 and where notices and demands to or upon the
Issuer in respect of Coupons appertaining to Securities of such series or the
Unregistered Securities of such series or of this Indenture may be served. The
Issuer will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain such required office or agency or shall fail to furnish
the Trustee with the address thereof, presentations, surrenders, notices and
demands in respect of Registered Securities may be made or served at the
Corporate Trust Office of the Trustee and the corporate trust office of any
Authenticating Agent appointed hereunder, and presentations, surrenders, notices
and demands in respect of Coupons appertaining to Securities of any series and
Unregistered Securities may be made or served at the Corporate Trust Office of
the Trustee in the other city or cities referred to above; and the Issuer hereby
appoints the Trustee and any Authenticating Agent appointed hereunder its agents
to receive all such presentations, surrenders, notices and demands. The Issuer
agrees to appoint and continue to maintain the appointment of a Dollar
Determination Agent, if necessary, to perform the functions set forth herein for
the Dollar Determination Agent.



                                      -35-
<PAGE>
            The Issuer may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the Securities of
such series may be presented or surrendered for any or all of such purposes, and
may from time to time rescind such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain for such purposes an office or agency in the Borough of
Manhattan, The City of New York, and, except as otherwise specified pursuant to
Section 3.1 or Section 10.1(f), so long as any Unregistered Securities or Coupon
Securities remain Outstanding, one or more offices or agencies outside the
United States.

            SECTION 4.3. APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

            SECTION 4.4. PAYING AGENTS. Whenever the Issuer shall appoint a
Paying Agent other than the Trustee with respect to the Securities of any
series, it will cause such Paying Agent to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section:

            (a)   that it will hold all sums received by it as such Paying Agent
for the payment of the principal of, and the premium, if any, and interest, if
any, on the Securities of such series (whether such sums have been paid to it by
the Issuer or by any other obligor on the Securities of such series) in trust
for the benefit of the Holders of the Securities of such series, and the
Coupons, if any, appertaining thereto or of the Trustee;

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

            (c)   that at any time during the continuance of any such failure,
upon the written request of the Trustee it will forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.

            If the Issuer shall act as its own Paying Agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of, premium, if any, or interest, if any, on the Securities of such series and
the Coupons, if any, appertaining thereto, set aside, segregate and hold in
trust for the benefit of the Holders of the Securities of such series and the
Coupons, if any, appertaining thereto a sum (in the currency or currency unit in
which the Securities of such series are denominated, except as otherwise
specified as contemplated by Section 3.1 for the Securities of such series and
except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture)
sufficient to pay such principal, premium, if any, or interest, if any, so
becoming due. The Issuer will promptly notify the Trustee of any failure to take
such action.

            Whenever the Issuer shall have one or more Paying Agents with
respect to the Securities of any series, it will, prior to the due date of the
principal of, premium, if any, or interest, if any, on the Securities of such
series and the Coupons, if any, appertaining thereto,


                                      -36-
<PAGE>
deposit with a designated Paying Agent a sum (in the currency or currency unit
described in the preceding paragraph) sufficient to pay the principal, premium,
if any, or interest, if any, so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium, if any, or
interest, if any, and (unless such Paying Agent is the Trustee) the Issuer will
promptly notify the Trustee at its Corporate Trust Office of its failure so to
act.

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

            Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 12.4 and 12.5.

            SECTION 4.5. LIMITATION ON SALE AND LEASE-BACKS. The Issuer will
not, nor will it permit any Restricted Subsidiary to, enter into any arrangement
with any Person providing for the leasing by the Issuer or any Restricted
Subsidiary of any Principal Property (except for temporary leases for a term of
not more than three years and except for leases between the Issuer and a
Restricted Subsidiary or between Restricted Subsidiaries), which property has
been or is to be sold or transferred by the Issuer or such Restricted Subsidiary
to such person more than 120 days after the acquisition thereof or the
completion of construction and commencement of full operation thereof, unless
either (i) the Issuer shall apply an amount equal to the greater of the Fair
Value of such property or the net proceeds of such sale, within 120 days of the
effective date of any such arrangement, to the retirement (other than any
mandatory retirement or by way of payment at maturity) of Securities or
indebtedness ranking on a parity with the Securities or to the acquisition,
construction, development or improvement of properties, facilities or equipment
used for operating purposes which are, or upon such acquisition, construction,
development or improvement will be, a Principal Property or a part thereof; or
(ii) at the time of entering into such arrangement, such Principal Property
could have been subjected to a mortgage, pledge or other lien securing
indebtedness of the Issuer or a Restricted Subsidiary in a principal amount
equal to the Capitalized Lease-Back Obligation with respect to such Principal
Property under clause (m) of Section 4.6 without also securing the Securities
pursuant to such Section 4.6.

            SECTION 4.6. LIMITATIONS ON LIENS. The Issuer will not, and will not
permit any Restricted Subsidiary to, create, suffer to be created, or assume
(directly or indirectly) any mortgage, pledge or other lien upon any Principal
Property, unless effective provision is made by the Issuer to secure directly
the Securities of all series by such mortgage, pledge or other lien, equally and
ratably with any and all other indebtedness thereby secured, so long as any such
indebtedness shall be so secured; provided, however, that this Section shall not
apply to any of the following:

            (a)   any mortgage, pledge or other lien on any Principal Property
hereafter acquired, constructed or improved by the Issuer or any Restricted
Subsidiary which is created or assumed to secure or provide for the payment of
any part of the purchase price of such property or the cost of such construction
or improvement, or any mortgage, pledge or other lien on any Principal Property
existing at the time of acquisition thereof; provided, however, that in the case


                                      -37-
<PAGE>
of any such acquisition the mortgage, pledge or other lien shall not extend to
any Principal Property theretofore owned by the Issuer or any Restricted
Subsidiary;

            (b)   any mortgage, pledge or other lien existing upon any property
of a company which is merged with or into or is consolidated into, or
substantially all the assets or shares of capital stock of which are acquired
by, the Issuer or a Restricted Subsidiary, at the time of such merger,
consolidation or acquisition; provided that such mortgage, pledge or other lien
does not extend to any other Principal Property, other than improvements to the
property subject to such mortgage, pledge or other lien;

            (c)   any pledge or deposit to secure payment of workmen's
compensation or insurance premiums, or in connection with tenders, bids,
contracts (other than contracts for the payment of money) or leases;

            (d)   any pledge of, or other lien upon, any assets as security for
the payment of any tax, assessment or other similar charge by any governmental
authority or public body, or as security required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege or right;

            (e)   any pledge or lien necessary to secure a stay of any legal or
equitable process in a proceeding to enforce a liability or obligation contested
in good faith by the Issuer or a Restricted Subsidiary or required in connection
with the institution by the Issuer or a Restricted Subsidiary of any legal or
equitable proceeding to enforce a right or to obtain a remedy claimed in good
faith by the Issuer or a Restricted Subsidiary, or required in connection with
any order or decree in any such proceeding or in connection with any contest of
any tax or other governmental charge; or the making of any deposit with or the
giving of any form of security to any governmental agency or any body created or
approved by law or governmental regulation in order to entitle the Issuer or a
Restricted Subsidiary to maintain self-insurance or to participate in any fund
in connection with workmen's compensation, unemployment insurance, old age
pensions or other social security or to share in any provisions or other
benefits provided for companies participating in any such arrangement or for
liability on insurance of credits or other risks;

            (f)   any mechanics', carriers', workmen's, repairmen's or other
like liens, if arising in the ordinary course of business, in respect of
obligations which are not overdue or liability for which is being contested in
good faith by appropriate proceedings;

            (g)   any lien or encumbrance on property in favor of the United
States of America, or of any agency, department or other instrumentality
thereof, to secure partial, progress or advance payments pursuant to the
provisions of any contract;

            (h)   any mortgage, pledge or other lien securing any indebtedness
incurred in any manner to finance or recover the cost to the Issuer or any
Restricted Subsidiary of any physical property, real or personal, which prior to
or simultaneously with the creation of such indebtedness shall have been leased
by the Issuer or a Restricted Subsidiary to the United States of America or a
department or agency thereof at an aggregate rental, payable during that portion
of the initial term of such lease (without giving effect to any options of
renewal or extension)


                                      -38-
<PAGE>
which shall be unexpired at the date of the creation of such indebtedness,
sufficient (taken together with any amounts required to be paid by the lessee to
the lessor upon any termination of such lease) to pay in full at the stated
maturity date or dates thereof the principal of and the interest on such
indebtedness;

            (i)   any mortgage, pledge or other lien securing indebtedness of a
Restricted Subsidiary to the Issuer or a Restricted Subsidiary, provided that in
the case of any sale or other disposition of such indebtedness by the Issuer or
such Restricted Subsidiary, such sale or other disposition shall be deemed to
constitute the creation of another mortgage, pledge or other lien;

            (j)   any mortgage, pledge or other lien affecting property of the
Issuer or any Restricted Subsidiary securing indebtedness of the United States
of America or a State thereof (or any instrumentality or agency of either
thereof) issued in connection with a pollution control or abatement program
required in the opinion of the Issuer to meet environmental criteria with
respect to any facility of the Issuer or any Restricted Subsidiary and the
proceeds of which indebtedness have financed the cost of acquisition of such
program;

            (k)   the renewal, extension, replacement or refunding of any
mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the
foregoing provisions of this Section upon the same property theretofore subject
thereto, or the renewal, extension, replacement or refunding of the amount
secured thereby, provided that in each case such amount outstanding at that time
shall not be increased;

            (l)   any mortgage, pledge or liens affecting property of the Issuer
or any Restricted Subsidiary existing on the date of this Indenture; or

            (m)   any other mortgage, pledge or other lien, provided that
immediately after the creation or assumption of such mortgage, pledge or other
lien, the total of (i) the aggregate principal amount of indebtedness of the
Issuer and Restricted Subsidiaries secured by all mortgages, pledges and other
liens created or assumed under the provisions of this clause (m), plus (ii) the
aggregate amount of Capitalized Lease-Back Obligations of the Issuer and
Restricted Subsidiaries under the entire unexpired terms of all leases entered
into in connection with sale and lease-back transactions which would have been
precluded by the provisions of Section 4.5 but for the satisfaction of the
condition set forth in clause (ii) thereof, shall not exceed an amount equal to
15% of Consolidated Net Tangible Assets.

            Neither (a) the lease of any property by the Issuer or a Restricted
Subsidiary, and rental obligations with respect thereto (whether or not arising
out of sale and lease-back of properties and whether or not in accordance with
generally accepted principles of accounting such property is carried as an asset
and such rental obligations are carried as indebtedness on the Issuer's or a
Restricted Subsidiary's balance sheet) nor (b) the sale or other transfer of (i)
timber or other natural resources in place for a period of time until, or in an
amount such that, the purchaser will realize therefrom a specified amount of
money (however determined) or a specified amount of such resources, or (ii) any
other interest in property of the character commonly referred to as a
"production payment", shall in any event be deemed to be the creation of a
mortgage, pledge or other lien.



                                      -39-
<PAGE>
            SECTION 4.7. CERTIFICATES TO TRUSTEE. The Issuer will, on or before
April 1 in each year, commencing with the first calendar year following the
issuance of Securities of any series under this Indenture, file with the Trustee
a certificate of the principal executive officer, the principal financial
officer or the principal accounting officer of the Issuer, covering the period
from the date of issuance of such Securities to the end of the calendar year in
which such Securities were issued, in the case of the first such certificate,
and covering the preceding calendar year in the case of each subsequent
certificate, and stating whether or not, to the knowledge of the signer, the
Issuer has complied with all conditions and covenants on its part contained in
this Indenture, and, if the signer has obtained knowledge of any default by the
Issuer in the performance, observance or fulfillment of any such condition or
covenant, specifying each such default and the nature thereof. For the purpose
of this Section 4.7, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture. The Issuer also shall comply with Trust Indenture Act Section
314(a)(4).

            SECTION 4.8. SECURITIES TO BE EQUALLY AND RATABLY SECURED UNDER
PLEDGE AGREEMENT.

            (a)   Until a Pledge Termination Event occurs, the Securities shall
be entitled to the benefits of the Pledge Agreement as described and confirmed
in the Notice of Pledge Agreement Entitlement, a form of which appears as
Exhibit D to this Indenture.

            (b)   At or prior to the original issuance of any Securities, unless
a Pledge Termination Event has occurred, the Issuer will have delivered an
executed Notice of Pledge Agreement Entitlement to the collateral agent under
the Pledge Agreement and will have obtained a confirmation of receipt, a form of
which appears as Exhibit E to this Indenture.

            (c)   Until a Pledge Termination Event occurs, the Issuer will do
all things necessary to extend the benefits of the Pledge Agreement to the
Securities as provided in the Notice of Pledge Agreement Entitlement, including
without limitation, executing, filing, registering or recording any instruments,
documents, confirmations or notices and complying with the reasonable requests
of the collateral agent.

            (d)   The Issuer shall comply with the requirements of Section
314(d) of the Trust Indenture Act of 1939, as amended, to the extent applicable
to the Securities and the Pledge Agreement.

            (e)   Each Holder, by acceptance of a Security, and the Trustee
acknowledge and agree that the benefits of the Pledge Agreement shall terminate
upon a Pledge Termination Event, and that prior to a Pledge Termination Event,
the collateral agent under the Pledge Agreement may release any part of the
collateral under the Pledge Agreement without the consent of any Holder or the
Trustee.

            (f)   In the event that a Pledge Termination Event occurs as a
result of a simultaneous refinancing of the Senior Credit Facility and such
refinanced Indebtedness is secured by a lien on any of the assets or properties
of the Issuer or any Guarantor, the Securities shall be secured equally and
ratably so long as, and only for so long as, such other indebtedness is so
secured.



                                      -40-
<PAGE>
            SECTION 4.9. FINANCIAL INFORMATION. At any time the Issuer is not
subject to either Section 13 or 15(d) of the Exchange Act and any Security
initially issued hereunder in reliance on Rule 144A has not been exchanged for
an Exchange Security or sold in connection with an effective Shelf Registration
Statement pursuant to the Registration Rights Agreement, the Issuer shall, at
the request of any Holder, provide to such Holder and any prospective purchaser
designated by such Holder, as the case may be, such information, if any,
required by Rule 144A(d)(4) under the Securities Act.

            SECTION 4.10. CORPORATE EXISTENCE. The Issuer shall do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence, material rights (charter and statutory) and material
franchises (other than as contemplated by Section 11.1); provided, however, that
the Issuer shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation of such rights or
franchises is no longer desirable in the conduct of the business of the Issuer.

            SECTION 4.11. FURTHER INSTRUMENTS AND ACTS. The Issuer shall execute
and deliver to the Trustee such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose
of this Indenture.

                                   ARTICLE V.

         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

            SECTION 5.1. ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee for the Securities of each
series a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each series:

            (a)   semiannually and not more than 15 days after each record date
for the payment of interest, if any, on such Securities of such series, as of
such record date, and on dates to be determined pursuant to Section 3.1 for
non-interest bearing Securities of such series in each year, and

            (b)   at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of the Registered Securities of such series, as of the respective record
dates therefor (and on dates to be determined pursuant to Section 3.1 if the
Securities of such series do not bear interest) as of a date not more than 15
days prior to the time such information is furnished and need not include
information received after such date; provided that if and so long as the
Trustee shall be the Securities Registrar for such series, such list shall not
be required to be furnished.

            The Issuer shall also be required to furnish such information which
is known to it concerning the Holders of Coupons and Unregistered Securities;
provided, however, that the Issuer shall have no obligation to investigate any
matter relating to any Holder of an Unregistered Security or any Holder of a
Coupon.



                                      -41-
<PAGE>
            SECTION 5.2. PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS LISTS.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (1) contained in the most recent list furnished to it
as provided in Section 5.1, (2) maintained by the Trustee in its capacity as
Paying Agent for such series (if so acting) and of the Security Registrar for
such series, and (3) filed with it within two preceding years pursuant to the
provisions of paragraph (ii) of subsection (c) of Section 5.4.

            The Trustee for any series of the Securities may (1) destroy any
list furnished to it as provided in Section 5.1 upon receipt of a new list so
furnished, (2) destroy any information received by it as Paying Agent for such
series (if so acting) hereunder upon delivery to itself as Trustee of a list
containing the names and addresses of the Holders of Securities of such series
obtained from such information since the delivery of the next previous list, if
any, (3) destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent (if so acting) upon the receipt of a
new list so delivered, and (4) destroy any information filed with it by Holders
of Securities of such series for the purpose of receiving reports pursuant to
the provisions of paragraph (ii) of subsection (c) of Section 5.4, but not until
two years after such information has been filed with it.

            (b)   In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular series (in which
case at least three of the applicants must all hold Securities of such series)
or with Holders of all Securities with respect to their rights under this
Indenture or under such Securities and such application is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, as its election, either:

            (i)   afford to such applicants access to the information preserved
      at the time by the Trustee in accordance with the provisions of subsection
      (a) of this Section 5.2; or

            (ii)  inform such applicants as to the approximate number of Holders
      of Securities of such series or all Securities, as the case may be, whose
      names and addresses appear in the information preserved at the time by the
      Trustee, in accordance with the provisions of subsection (a) of this
      Section 5.2, and as to the approximate cost of mailing to such
      Securityholders the form of proxy or other communication, if any,
      specified in such application.

            If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series or all Holders of
Securities of all series for which it is Trustee, as the case may be, whose name
and address appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 5.2 a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the


                                      -42-
<PAGE>
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Commission together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series or
all Holders of Securities of all series for which it is Trustee, as the case may
be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

            (c)   Each and every Holder of Securities, by receiving and holding
the same, agrees with the Issuer, each of the Guarantors and the Trustee that
neither the Issuer nor any of the Guarantors nor the Trustee nor any Paying
Agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with the provisions of subsection (b) of this Section 5.2, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under such subsection (b).

            SECTION 5.3. REPORTS BY THE ISSUER. The Issuer covenants:

            (a)   to file with the Trustee for each series of Securities, within
15 days after the Issuer is required to file the same with the Commission,
copies of the annual reports and of the information, documents, and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Issuer may
be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended; or, if the Issuer is not
required to file information, documents, or reports pursuant to either of such
Sections, then to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents, and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national exchange
as may be prescribed from time to time in such rules and regulations;

            (b)   to file with the Trustee for each series of Securities and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents, and reports with
respect to compliance by the Issuer with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations; and

            (c)   to transmit by mail to the Holders of Securities in the manner
and to the extent provided in Section 5.4(c) and (d), within 30 days after the
filing thereof with the Trustee for each series of Securities, such summaries of
any information, documents and reports required


                                      -43-
<PAGE>
to be filed by the Issuer pursuant to subsections (a) and (b) of this Section as
may be required to be transmitted to such Holders by rules and regulations
prescribed from time to time by the Commission.

            SECTION 5.4. REPORTS BY THE TRUSTEE. (a) On or before July 15 in
each year following the date hereof, so long as any Securities are outstanding
hereunder, the Trustee for each series of Securities shall transmit by mail as
provided below to the Securityholders of such series, as hereinafter in this
Section provided, a brief report dated as of the preceding May 15 with respect
to any of the following events which may have occurred during the twelve months
preceding the date of such report (but if no such event has occurred within such
period, no report need be transmitted):

            (i)   any change to its eligibility under Section 7.9 and its
      qualifications under Section 7.8;

            (ii)  the creation of or any material change to a relationship
      specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
      Indenture Act;

            (iii) the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of the Securities of any series, on any property or
      funds held or collected by it as Trustee, except that the Trustee shall
      not be required (but may elect) to report such advances if such advances
      so remaining unpaid aggregate not more than 1/2 of 1% of the principal
      amount of the Securities of any series Outstanding on the date of such
      report;

            (iv)  any change to the amount, interest rate, and maturity date of
      all other indebtedness owing by the Issuer (or by any other obligor on the
      Securities of any series) to the Trustee in its individual capacity on the
      date of such report, with a brief description of any property held as
      collateral security therefor, except any indebtedness based upon a
      creditor relationship arising in any manner described in Section
      7.13(b)(2), (3), (4) or (6);

            (v)   any change to the property and funds, if any, physically in
      the possession of the Trustee (as such) on the date of such report;

            (vi)  any additional issue of Securities of any series for which it
      is Trustee which the Trustee has not previously reported; and

            (vii) any action taken by the Trustee in the performance of its
      duties under this Indenture which it has not previously reported and which
      in its opinion materially affects the Securities of any series, except
      action in respect of a default, notice of which has been or is to be
      withheld by it in accordance with the provisions of Section 6.11.

            (b)   The Trustee for each series of Securities shall transmit to
the Securityholders of such series, as provided in subsection (c) of this
Section, a brief report with respect to the character and amount of any advances
(and if the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee, as such, since the date of


                                      -44-
<PAGE>
the last report transmitted pursuant to the provisions of subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
this Indenture) for the reimbursement of which it claims or may claim a lien or
charge prior to that of the Securities of any series on property or funds held
or collected by it as Trustee and which it has not previously reported pursuant
to this subsection (b), except that the Trustee shall not be required (but may
elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of Securities of such series
Outstanding at such time, such report to be transmitted within 90 days after
such time.

            (c)   Reports pursuant to this Section shall be transmitted by mail:

            (i)   to all registered Holders of Registered Securities, as the
      names and addresses of such Holders appear in the applicable Securities
      Register;

            (ii)  to such Holders of Securities of any series as have, within
      two years preceding such transmission, filed their names and addresses
      with the Trustee for such series for that purpose; and

            (iii) except in the cases of reports pursuant to subsection (b) of
      this Section 5.4, to each Holder of a Security of any series whose name
      and address is preserved at the time by the Trustee for such series, as
      provided in subsection (a) of Section 5.2.

            (d)   A copy of each such report shall, at the time of such
transmission to Securityholders of any series, be furnished to the Issuer and be
filed by the Trustee for such series with each stock exchange upon which the
Securities of any series are listed and also with the Commission. The Issuer
agrees to notify the Trustee for each series when and as the Securities of such
series become admitted to trading on any national securities exchange.

                                   ARTICLE VI.

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

            SECTION 6.1. EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT. "Event of Default", with respect to the Securities of any
series, wherever used herein, means each one of the following events which shall
have occurred and be continuing (whatever the reason for such Event of Default
and whether it shall 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), unless such event is
either inapplicable to a particular series or is specifically deleted or
modified in the applicable Board Resolution or in the supplemental indenture
under which such series of Securities is issued, as the case may be, as
contemplated by Section 3.1:

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



                                      -45-
<PAGE>
            (b)   default in the payment of all or any part of the principal of
or the premium, if any, on any of the Securities of such series as and when the
same shall become due and payable, either at maturity, upon redemption, by
declaration or otherwise; or

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

            (d)   default in the performance or observance of any other covenant
or agreement of the Issuer in respect of the Securities of such series (other
than a covenant or agreement in respect of the Securities of such series a
default in whose performance or observance is elsewhere in this Section
specifically dealt with) and continuance of such default for a period of 60 days
after there has been given, by registered or certified mail, to the Issuer by
the Trustee, or to the Issuer and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected thereby, a
written notice specifying such default and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

            (e)   an event of default, as defined in any indenture or instrument
evidencing or under which the Issuer has at the date of this Indenture or shall
hereafter have outstanding at least $50,000,000 aggregate principal amount of
indebtedness for borrowed money other than Non-Recourse Indebtedness (or, in the
case of discounted indebtedness other than Non-Recourse Indebtedness, the
principal amount that upon acceleration of such indebtedness would result in at
least $50,000,000 being then due and payable), shall happen and be continuing
and such indebtedness shall have been accelerated so that the same shall be or
become due and payable prior to the date on which the same would otherwise have
become due and payable, and such acceleration shall not be rescinded or annulled
within 30 days after notice thereof shall have been given to the Issuer by the
Trustee (if such event be known to it) or to the Issuer and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Securities at the
time outstanding; provided, however, that, if such event of default under such
indenture or instrument shall be remedied or cured by the Issuer or waived by
the holders of such indebtedness, then the Event of Default hereunder by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or
waived, without further action upon the part of either the Trustee or any of the
Securityholders; or

            (f)   the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer or any of its Significant
Subsidiaries in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Issuer or any of
its Significant Subsidiaries, or ordering the winding up or liquidation of any
of their affairs and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or

            (g)   the commencement by the Issuer or any of its Significant
Subsidiaries of a voluntary case under the Federal bankruptcy laws, as now
constituted or hereafter amended, or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or the consent by any of them to
the appointment of or taking possession by a receiver, liquidator, assignee,


                                      -46-
<PAGE>
trustee, custodian, sequestrator (or other similar official) of the Issuer or
any of its Significant Subsidiaries, or the making by them of any assignment for
the benefit of their creditors; or

            (h)   any other Event of Default established by or pursuant to a
Board Resolution or one or more indentures supplemental hereto as applicable to
the Securities of such series.

            If an Event of Default described in clause (a), (b), (c), (d) or (h)
above (if the Event of Default under clause (d) or (h) is with respect to less
than all series of Securities then Outstanding) occurs and is continuing, then
and in each and every such case, unless the principal of all of the Securities
of such series shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding hereunder (each such series voting as a separate
class), by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of such series) of all Securities of
such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default described in clause (d), (e), (f), (g) or
(h) above (if the Event of Default under clause (d) or (h) is with respect to
all series of Securities then Outstanding) occurs and is continuing, then and in
each and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Securities then Outstanding
hereunder (treated as one class), by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. Notwithstanding the foregoing, if an Event of Default described in
clause (f) or (g) above occurs, then the entire principal (or, if any Securities
are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding and the
interest accrued thereon, if any, shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

            The foregoing provisions, however, are subject to the condition
that, if, at any time after the principal (or, if the Securities are Original
Issue Discount Securities, such portion of the principal as may be specified in
the terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified as
contemplated by Section 3.1 for the Securities of such series and except as
provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture), all
matured installments of interest, if any, upon all the Securities of such series
(or upon all the Securities, as the case may be) and (in the currency or
currency unit described above) the principal of (and premium, if any, on) any
and all Securities of such series (or of all the Securities, as the case may be)
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium,


                                      -47-
<PAGE>
if any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the Overdue Rate
applicable to such series to the date of such payment or deposit) and in Dollars
all amounts payable to the Trustee pursuant to the provisions of Section 7.6 and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under this
Indenture, other than the nonpayment of the principal of and accrued interest on
Securities of such series which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein--then and in
every such case the Holders of a majority in aggregate principal amount of the
Securities of such series (each Series voting as a separate class) or of all the
Securities (voting as a single class), as the case may be, then Outstanding, by
written notice to the Issuer and to the Trustee, may waive all defaults with
respect to that series (or with respect to all the Securities, as the case may
be) and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

            In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the Issuer
and the Trustee shall be restored respectively to their several positions and
rights hereunder, and all rights, remedies and powers of the Issuer and the
Trustee shall continue as though no such proceedings had been taken.

            For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

            SECTION 6.2. COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY
PROVE DEBT. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of or any premium, if any, on
any Securities of any series when the same shall have become due and payable,
whether upon Maturity of the Securities of such series or upon any redemption or
by declaration or otherwise or (c) in case of default in the making or
satisfaction of any sinking fund payment or analogous obligation when the same
becomes due by the terms of the Securities of any series--then upon demand of
the Trustee for such series, the Issuer will pay to the Trustee for the benefit
of the Holder of any such Security (or Holders of any such series of Securities
in the case


                                      -48-
<PAGE>
of clause (c) above) and the Holders of any Coupons appertaining thereto the
whole amount that then shall have become due and payable on any such Security
(or Securities of any such series in the case of clause (c) above) and matured
Coupons, if any, appertaining thereto for the principal, premium, if any, and
interest, if any, with interest upon the overdue principal and premium, if any,
and, so far as payment of the same is enforceable under applicable law, on
overdue installments of interest, at the Overdue Rate applicable to any such
Security (or Securities of any such series in the case of clause (c)); and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection and any further amounts payable to the Trustee
pursuant to the provisions of Section 7.6.

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

            The Trustee for any series of the Securities shall be entitled and
empowered, either in its own name as trustee of an express trust, or as
attorney-in-fact for the Holders of any of the Securities of such series and for
the Holders of any Coupons appertaining thereto or in both such capacities, to
file such proof of debt, amendment of proof of debt, claim, petition or other
document as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of Securities of such series and the Holders of any
Coupons appertaining thereto allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Issuer or any other
obligor on the Securities of such series and any Coupons appertaining thereto or
its creditors or its property. The Trustee for each series of the Securities is
hereby irrevocably appointed (and the successive respective Holders of the
Securities of such series and the Holders of any Coupons appertaining thereto,
by taking and holding the same, shall be conclusively deemed to have so
appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities of such series and the Holders of any Coupons
appertaining thereto, with authority to make or file in the respective names of
the Holders of the Securities of such series and the Holders of any Coupons
appertaining thereto or on behalf of all the Holders of Securities of all series
and the Holders of any Coupons appertaining thereto for which it is Trustee any
proof of debt, amendment of proof of debt, claim, petition or other document in
any such proceedings and to receive payment of any sums becoming distributable
on account thereof, and to execute any other papers and documents and do and
perform any and all acts and things for and on behalf of such Holders of the
Securities of such series and the Holders of any Coupons appertaining thereto,
as may be necessary or advisable in the opinion of the Trustee in order to have
the respective claims of the Holders of the Securities of such series and the
Holders of any Coupons appertaining thereto against the Issuer or any other
obligor on the Securities of such series and any Coupons appertaining thereto
and/or its property allowed in any such proceedings, and to receive payment of
or on account of such claims in moneys or such other properties payable therefor
and to distribute the same; provided, however, that nothing herein contained
shall be deemed to authorize or empower the Trustee to consent to or accept or
adopt, on behalf of any Holder of Securities of any series or any Holder of any
Coupons appertaining


                                      -49-
<PAGE>
thereto, any plan of reorganization, arrangement or readjustment of the Issuer
or any other obligor on the Securities of any series and any Coupons
appertaining thereto or, by other action of any character in any such
proceeding, to waive or change in any way any right of any Holder of any
Security of any series or any Holder of any Coupon appertaining thereto even
though it may otherwise be entitled so to do under any present or future law,
all such power or authorization being thereby expressly denied.

            All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series or Coupons appertaining thereto,
may be enforced by the Trustee for such series without the possession of any of
the Securities of any series or Coupons appertaining thereto, or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee for such
series, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities or Coupons in
respect of which such action was taken.

            In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be party) the Trustee shall be held to represent all the Holders
of the Securities in respect of which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

            SECTION 6.3. APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of any series of the Securities,
together with any other sums held by the Trustee (as such) hereunder (other than
sums held in trust for the benefit of the Holders of particular Securities or
Coupons), shall be applied in the following order at the date or dates fixed by
the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation (except in respect of Subdivision First
below) of the several Securities and any Coupons appertaining thereto in respect
of which moneys have been collected and stamping (or otherwise noting) thereon
the payment, or issuing Securities of such series in reduced principal amounts
in exchange for the presented Securities of like series if only partially paid,
or upon surrender thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
series in respect of which moneys have been collected, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective
agents and attorneys, and of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as a result
of negligence or bad faith, and all other amounts due to the Trustee or any
predecessor Trustee pursuant to Section 7.6;

            SECOND: In case the principal of the Securities of such series in
respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest on the Securities of such series in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee),
so far as it may be enforceable under applicable law, upon the overdue
installments


                                      -50-
<PAGE>
of interest at the Overdue Rate applicable to such series, such payments to be
made ratably to the persons entitled thereto, without discrimination or
preference;

            THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall become and shall be then due
and payable, to the payment of the whole amount then owing and unpaid upon all
the Securities of such series for principal, premium, if any, and interest, if
any, with interest upon the overdue principal, and (to the extent that such
interest has been collected by the Trustee), so far as payment of the same is
enforceable under applicable law, upon overdue installments of interest, if any,
at the Overdue Rate applicable to such series; and, in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal, premium, if
any, and interest, if any, without preference or priority, of principal and
premium, if any, over interest, or of interest, if any, over principal and
premium, if any, or of any installment of interest, if any, over any other
installment of interest, if any, or of any Security of such series over any
other Security of such series, or of any Coupon appertaining thereto over any
other Coupon appertaining thereto, ratably to the aggregate of such principal
premium, if any, and accrued and unpaid interest, if any; and

            FOURTH: To the payment of the remainder, if any, to the Issuer or
any other person lawfully entitled thereto or as a court of competent
jurisdiction may direct.

            SECTION 6.4. SUITS FOR ENFORCEMENT. In case an Event of Default with
respect to Securities of any series has occurred, has not been waived and is
continuing, the Trustee for such series may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either at law or in equity or in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

            SECTION 6.5. RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer, each of the Guarantors and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, each of the Guarantors the Trustee and the
Securityholders shall continue as though no such proceedings had been taken.

            SECTION 6.6. LIMITATIONS ON SUITS BY SECURITYHOLDERS. No Holder of
any Security of any series or Holder of any Coupon appertaining thereto shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee for such series written notice of default with respect
to such series and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon


                                      -51-
<PAGE>
the Trustee for such series to institute such action or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.9; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security and by the taker and Holder of any Coupon appertaining thereto
with every other taker and Holder of any Security and of any Coupon appertaining
thereto and the Trustee for the Securities of each series that no one or more
Holders of Securities of any series or of any Coupons appertaining thereto shall
have any right in any manner whatever by virtue or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holder
of Securities of such series or of any Coupons appertaining thereto, or to
obtain or seek to obtain priority over or preference to any other such Holder or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
such series or of any Coupons appertaining thereto. For the protection and
enforcement of the provisions of this Section, each and every Holder of
Securities of any series or of any Coupons appertaining thereto and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

            SECTION 6.7. UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS. Nothing contained in this Indenture, in the Securities of any
series or in any Coupon appertaining thereto shall affect or impair the
obligation of the Issuer, which is unconditional and absolute, to pay the
principal of, and premium, if any, and interest, if any, on the Securities of
such series at the respective places, at the respective times, at the respective
rates, in the respective amounts and in the coin, currency, or currency unit
therein and herein prescribed, or affect the right of any Holder of a Security
of any series or a Coupon to receive payment of the principal of (or premium, if
any) or interest, if any, on any such Security or Coupon on or after the
Maturity of such Security or the related Interest Payment Date, or affect or
impair the right of action, which is also absolute and unconditional, of any
Holder of any Security or Coupon, if any, to institute suit to enforce such
payment at the respective due dates expressed in such Security or Coupon, if
any, or upon redemption, by declaration, repayment or otherwise as herein
provided without reference to, or the consent of, the Trustee or the Holder of
any other Security or Coupon, if any, unless such Holder consents thereto.

            SECTION 6.8. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 6.6, no right or remedy herein
conferred upon or reserved to the Trustee for any series of the Securities or to
the Holder of any Security of such series or any Coupon appertaining thereto is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            No delay or omission of the Trustee or of any Holder of any Security
of any series or any Coupon appertaining thereto to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be


                                      -52-
<PAGE>
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 6.6, every power and remedy given by this
Indenture or by law to the Trustee for any series of the Securities or to the
Holder of the Security of such series or any Coupon appertaining thereto may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holder of such Security or any Coupon appertaining thereto.

            SECTION 6.9. CONTROL BY THE HOLDERS OF SECURITIES. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each series voting as a separate class) at the time Outstanding shall have
the right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee for such series, or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series by
this Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture and provided further
that (subject to the provisions of Section 7.1) the Trustee shall have the right
to decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee or a trust committee of directors or responsible officers of
the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 7.1) the Trustee shall
have no duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

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

            SECTION 6.10. WAIVER OF PAST DEFAULTS. Prior to the declaration of
the acceleration of the maturity of the Securities of any series as provided in
Section 6.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all the Securities of such series waive any past default or Event of Default
described in clauses (d) and (h) of Section 6.1 which relates to less than all
series of Securities then Outstanding, the Holders of a majority in aggregate
principal amount of the Securities then Outstanding affected thereby (each
series voting as a separate class) may waive any such default or Event of
Default or, in the case of an event specified in clause (d) or (h) (if the Event
of Default under clause (d) or (h) relates to all series of Securities then
Outstanding), (e), (f) or (g) of Section 6.1, the Holders of a majority in
aggregate principal amount of all the Securities then Outstanding (voting as one
class) may waive any such default or Event of Default and its consequences,
except a default in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Security affected.
In the case of any such waiver, the Issuer, each of the Guarantors the Trustee
and the Holders of the Securities of such series shall be restored to their
former positions and rights hereunder, respectively, such default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured and not to have
occurred for every purpose of this Indenture; but no such waiver shall


                                      -53-
<PAGE>
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

            SECTION 6.11. TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall transmit to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry books,
and to such Holders of Securities of any series and of Coupons as have, within
two years preceding such notice, filed their names and addresses with the
Trustee for that purpose, notice by mail of all defaults known to the Trustee
which have occurred with respect to such series, such notice to be transmitted
within 90 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the term "default" or "defaults"
for the purposes of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided that, except in the case of default in the payment
of the principal of or interest on any of the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
trustees and/or responsible officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series and of Coupons, if any, appertaining thereto.

            SECTION 6.12. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any Security and
each Holder of any Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for the Securities of any series for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the Trustee
for the Securities of any series, to any suit instituted by any Securityholder
or group of Securityholders of any series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such series Outstanding or,
in the case of any suit relating to or arising under clause (d) or (h) of
Section 6.1 (if the suit relates to Securities of more than one but less than
all series), 10% in aggregate principal amount of Securities Outstanding
affected thereby or, in the case of any suit relating to or arising under clause
(d), (h) (if the suit under clause (d) or (h) relates to all the Securities then
Outstanding), (e), (f) or (g) of Section 6.1, 10% in aggregate principal amount
of all Securities Outstanding or to any suit instituted by any Holder of
Securities or Coupons for the enforcement of the payment of the principal of,
premium, if any, or interest, if any, on any Security or Coupon on or after the
due date expressed in such Security or Coupon.

            SECTION 6.13. JUDGMENT CURRENCY. If, for the purpose of obtaining a
judgment in any court with respect to any obligation of the Issuer hereunder or
under any Security or Coupon, it shall become necessary to convert into any
other currency or currency unit any amount in the currency or currency unit due
hereunder or under such Security or Coupon, then such conversion shall be made
at the Conversion Rate as in effect on the date the Issuer shall make payment to
any person in satisfaction of such judgment. If, pursuant to any such judgment,
conversion shall be made on a date other than the date payment is made and there
shall occur a


                                      -54-
<PAGE>
change between such Conversion Rate and the Conversion Rate as in effect on the
date of payment, the Issuer agrees to pay such additional amounts (if any) as
may be necessary to ensure that the amount paid is the amount in such other
currency or currency unit which, when converted at the Conversion Rate as in
effect on the date of payment or distribution, is the amount then due hereunder
or under such Security or Coupon. Any amount due from the Issuer under this
Section 6.13 shall be due as a separate debt and is not to be affected by or
merged into any judgment being obtained for any other sums due hereunder or in
respect of any Security or Coupon. In no event, however, shall the Issuer be
required to pay more in the currency or currency unit due hereunder or under
such Security or Coupon at the Conversion Rate as in effect when payment is made
than the amount of currency or currency unit stated to be due hereunder or under
such Security or Coupon so that in any event the Issuer's obligations hereunder
or under such Security or Coupon will be effectively maintained as obligations
in such currency or currency unit.

            For purposes of this Section 6.13, "Conversion Rate" shall mean the
spot rate at which in accordance with normal banking procedures the currency or
currency unit into which an amount due hereunder or under any Security or Coupon
is to be converted could be purchased with the currency or currency unit due
hereunder or under any Security or Coupon from major banks located in New York,
London, or any other principal market for such purchased currency or currency
unit.

                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

            SECTION 7.1. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of that series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee as to that series shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

            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 willful misconduct, except that

            (a)   prior to the occurrence of an Event of Default with respect to
the Securities of such series and after the curing or waiving of all such Events
of Default with respect to such series which may have occurred:

            (i)   the duties and obligations of the Trustee with respect to the
      Securities of any series shall be determined solely by the express
      provisions of this Indenture, and the Trustee shall not be liable except
      for the performance of such duties and obligations as


                                      -55-
<PAGE>
      are specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee; and

            (ii)  in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any statements,
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but, in the case of any such statements,
      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)   the Trustee shall not be liable for any error of judgment made
in good faith by a responsible officer or responsible officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;

            (c)   the Trustee shall not be liable for any determination, action
or judgment of any Dollar Determination Agent or any other agent appointed by
the Issuer pursuant to this Indenture; and

            (d)   the Trustee for the Securities of any series 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 Securities of such
series pursuant to Section 6.9 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.

            None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

            SECTION 7.2. CERTAIN RIGHTS OF THE TRUSTEE. Subject to Section 7.1:

            (a)   the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of a Dollar Determination Agent or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon,
security 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, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the Secretary or any Assistant Secretary of the
Issuer;

            (c)   the Trustee may consult with counsel and any advice or Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken,


                                      -56-
<PAGE>
suffered or omitted to be taken by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;

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

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

            (f)   prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, coupon,
security or other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Issuer upon demand; and

            (g)   the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

            SECTION 7.3. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the certificates of authentication, shall be taken as
the statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Securities or Coupons. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

            SECTION 7.4. TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS,
ETC. The Trustee, any Paying Agent, any Securities Registrar or any agent of the
Issuer or the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities or Coupons with the same rights it would have if
it were not the Trustee or such agent and, subject to Sections 7.8 and 7.13, if
operative, may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it were
not the Trustee, Paying Agent, Securities Registrar or such agent.



                                      -57-
<PAGE>
            SECTION 7.5. MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 4.4 hereof, all moneys in any currency or currency unit received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Issuer.

            SECTION 7.6. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee for the
Securities of each series from time to time, and the Trustee shall be entitled
to, reasonable compensation in Dollars (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee in Dollars for the Securities of each series upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Issuer also covenants to indemnify in Dollars the Trustee and
each predecessor Trustee for the Securities of each series for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the performance of
its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The obligations
of the Issuer under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a claim prior
to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities, and the Securities are hereby subordinated to such senior
claim.

            SECTION 7.7. RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Sections 7.1 and 7.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

            SECTION 7.8. QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein


                                      -58-
<PAGE>
shall prevent the Trustee from filing with the Commission the application
referred to in the second-to-last paragraph of Section 310(b) of the Trust
Indenture Act.

            SECTION 7.9. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. There
shall at all times be a Trustee for each series of Securities hereunder, which
shall at all times be either:

            (a)   a corporation organized and doing business under the laws of
the United States of America or of any State or the District of Columbia which
is authorized under such laws to exercise corporate trust powers and is subject
to supervision or examination by Federal, state or District of Columbia
authority, or

            (b)   a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation or order of the Commission, authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees, in either case having a combined capital
and surplus of at least $10,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee for the Securities of
any series shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10. Neither the Issuer nor any person directly or
indirectly controlling, controlled by or under common control with the Issuer
shall serve as trustee for the Securities of any series issued hereunder.

            SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter appointed, for
the Securities of any series may at any time resign with respect to one or more
or all series of Securities by giving written notice of resignation to the
Issuer and by mailing notice thereof by first-class mail to Holders of the
applicable series of Securities at their last addresses as they shall appear on
the Security Register. Upon receiving such notice of resignation, the Issuer
shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument in duplicate, executed by authority of
the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed with respect to any series and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.12,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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



                                      -59-
<PAGE>
            (i)   the Trustee for the Securities of any series shall fail to
      comply with the provisions of Section 7.8 with respect to any series of
      Securities after written request therefor by the Issuer or by any
      Securityholder who has been a bona fide Holder of a Security or Securities
      of such series for at least six months;

            (ii)  the Trustee for the Securities of any series shall cease to be
      eligible in accordance with the provisions of Section 7.9 and shall fail
      to resign after written request therefor by the Issuer or by any
      Securityholder of such series; or

            (iii) the Trustee for the Securities of any series shall become
      incapable of acting with respect to any series of Securities, or shall be
      adjudged a bankrupt or insolvent, or a receiver or liquidator of the
      Trustee or of its property shall be appointed, or any public officer shall
      take charge or control of the Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation; then, in any
      such case, the Issuer may remove the Trustee with respect to the
      applicable series of Securities and appoint a successor trustee for such
      series by written instrument, in duplicate, executed by order of the Board
      of Directors of the Issuer, one copy of which instrument shall be
      delivered to the Trustee so removed and one copy to the successor trustee,
      or, subject to the provisions of Section 6.12, any Securityholder who has
      been a bona fide Holder of a Security or Securities of such series for at
      least six months may, on behalf of himself and all others similarly
      situated, petition any court of competent jurisdiction for the removal of
      the Trustee and the appointment of a successor trustee with respect to
      such series. Such court may thereupon, after such notice, if any, as it
      may deem proper and prescribe, remove the Trustee and appoint a successor
      trustee for such series.

            (c)   The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to the Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 8.1 of the action in that regard taken by the
Securityholders.

            (d)   Any resignation or removal of the Trustee with respect to any
series of the Securities and any appointment of a successor trustee with respect
to such series pursuant to any of the provisions of this Section 7.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

            SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable
series of the Securities shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer,
or of the successor trustee, upon payment of its charges then unpaid, the
Trustee ceasing to act shall, subject to Section 4.4, pay over to the successor
trustee all moneys at the


                                      -60-
<PAGE>
time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
Trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.6.

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

            No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 7.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 7.8 and eligible under the provisions of Section 7.9.

            Upon acceptance of appointment by any successor trustee as provided
in this Section 7.11, the Issuer shall mail notice thereof by first-class mail
to the Holders of Securities of any applicable series and to the Holders of
Coupons, if any, appertaining thereto for which such successor trustee is acting
as Trustee at their last addresses as they shall appear in the Security
Register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 7.10. If the Issuer fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

            SECTION 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee for the Securities
of any series may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
for such series hereunder; provided that such corporation shall be qualified
under the provisions of Section 7.8 and eligible under the provisions of Section
7.9, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of one or more series
shall have been authenticated but not


                                      -61-
<PAGE>
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities of any series
shall not have been authenticated, any successor to the trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities of such series or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities of any series in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

            SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
(a) Subject to the provisions of this Section, if the Trustee for the Securities
of any series shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Issuer or any other obligor of the Securities of
such series within three months prior to a default, as defined in subsection (c)
of this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities of such series, the Holders of the Coupons, if any, appertaining
thereto and the holders of other indenture securities (as defined in this
Section):

            (1) an amount equal to any and all reductions in the amount due and
owing upon any claim as such creditor, in respect of principal or interest,
effected after the beginning of such three-month period and valid as against the
Issuer and its other creditors, except any such reduction resulting from the
receipt or disposition of any property described in subsection (a)(2) of this
Section or from the exercise of any right of setoff which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the Issuer
upon the date of such default; and

            (2) all property received by the Trustee in respect of any claim as
such creditor, either as security therefor or in satisfaction or composition
thereof, or otherwise, after the beginning of such three months' period, or an
amount equal to the proceeds of any such property, if disposed of, subject,
however, to the rights, if any, of the Issuer and its other creditors in such
property or such proceeds.

            Nothing herein contained, however, shall affect the right of the
Trustee:

            (A) to retain for its own account (i) payments made on account of
any such claim by any person (other than the Issuer) who is liable thereon, (ii)
the proceeds of the bona fide sale of any such claim by the Trustee to a third
person and (iii) distributions made in cash, securities or other property in
respect of claims filed against the Issuer in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Code or
applicable state law;

            (B) to realize, for its own account, upon any property held by it as
security for any such claim, if such property was so held prior to the beginning
of such three months' period;

            (C) to realize, for its own account, but only to the extent of the
claim hereinafter mentioned, upon any property held by it as security for any
such claim, if such claim was created


                                      -62-
<PAGE>
after the beginning of such three months' period and such property was received
as security therefor simultaneously with the creation thereof, and if the
Trustee shall sustain the burden of proving that at the time such property was
so received the Trustee had no reasonable cause to believe that a default as
defined in subsection (c) of this Section would occur within three months; or

            (D) to receive payment on any claim referred to in paragraph (B) or
(C), against the release of any property held as security for such claim as
provided in such paragraph (B) or (C), as the case may be, to the extent of the
fair value of such property.

            For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for property held
as security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any preexisting claim of the Trustee as such creditor, such claim
shall have the same status as such preexisting claim.

            If the Trustee for the Securities of any series shall be required to
account, the funds and property held in such special account and the proceeds
thereof shall be apportioned among the Trustee, the Holders of the Securities of
such series, the Holders of the Coupons, if any, appertaining thereto and the
holders of other indenture securities in such manner that the Trustee, such
Holders and the holders of other indenture securities realize, as a result of
payments from such special account and payments of dividends on claims filed
against the Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Code or applicable state law,
the same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Issuer of
the funds and property in such special account and before crediting to the
respective claims of the Trustee, Holders of the Securities of such series, the
Holders of the Coupons, if any, appertaining thereto and the holders of other
indenture securities dividends on claims filed against the Issuer in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Code or applicable state law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
the Federal Bankruptcy Code or applicable State law, whether such distribution
is made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceeding for reorganization is
pending shall have jurisdiction (i) to apportion among the Trustee, the Holders
of such Securities, the Holders of the Coupons, if any, appertaining thereto and
the holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special account and the
proceeds thereof or (ii) in lieu of such apportionment, in whole or in part, to
give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, the Holders of such
Securities, the Holders of the Coupons, if any, appertaining thereto and the
holders of other indenture securities with respect to their respective claims,
in which event it


                                      -63-
<PAGE>
shall not be necessary to liquidate or to appraise the value of any securities
or other property held in such special account or as security for any such
claim, to make a specific allocation of such distributions, as between the
secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

            Any Trustee who has resigned or been removed after the beginning of
such three-month period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

            (i) the receipt of property or reduction of claim which would have
given rise to the obligation to account, if such Trustee had continued as
trustee, occurred after the beginning of such three months' period; and

            (ii) such receipt of property or reduction of claim occurred within
three months after such resignation or removal.

            (b) There shall be excluded from the operation of this Section a
creditor relationship arising from:

            (1) the ownership or acquisition of securities issued under any
indenture or any security or securities having a maturity of one year or more at
the time of acquisition by the Trustee;

            (2) advances authorized by a receivership or bankruptcy court of
competent jurisdiction or by this Indenture for the purpose of preserving any
property which shall at any time be subject to the lien of this Indenture or of
discharging tax liens or other prior liens or encumbrances thereon, if notice of
such advance and of the circumstances surrounding the making thereof is given to
the Holders of the applicable series of Securities and the Holders of the
Coupons, if any, appertaining thereto, at the time and in the manner provided in
this Indenture;

            (3) disbursements made in the ordinary course of business in the
capacity of trustee under an indenture, transfer agent, registrar, custodian,
paying agent, fiscal agent or depositary or other similar capacity;

            (4) an indebtedness created as a result of services rendered or
premises rented or an indebtedness created as a result of goods or securities
sold in a cash transaction as defined in subsection (c)(3) below;

            (5) the ownership of stock or of other securities of a corporation
organized under the provisions of Section 25(a) of the Federal Reserve Act, as
amended, which is directly or indirectly a creditor of the Issuer; or

            (6) the acquisition, ownership, acceptance or negotiation of any
drafts, bills of exchange, acceptances or obligations which fall within the
classification of self-liquidating paper as defined in subsection (c)(4) of this
Section.



                                      -64-
<PAGE>
            (c) As used in this Section:

            (1) the term "default" shall mean any failure to make payment in
full of the principal of or interest upon any of the Securities of the
applicable series or upon the other indenture securities when and as such
principal or interest becomes due and payable;

            (2) the term "other indenture securities" shall mean securities upon
which the Issuer is an obligor (as defined in the Trust Indenture Act)
outstanding under any other indenture (i) under which the Trustee is also
trustee, (ii) which contains provisions substantially similar to the provisions
of subsection (a) of this Section and (iii) under which a default exists at the
time of the apportionment of the funds and property held in said special
account;

            (3) the term "cash transaction" shall mean any transaction in which
full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand;

            (4) the term "self-liquidating paper" shall mean any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Issuer for the purpose of financing the purchase, processing,
manufacture, shipment, storage or sale of goods, wares or merchandise and which
is secured by documents evidencing title to, possession of or a lien upon the
goods, wares or merchandise or the receivables or proceeds arising from the sale
of the goods, wares or merchandise previously constituting the security;
provided that the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Issuer arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation; and

            (5) the term "Issuer" shall mean any obligor upon the Securities.

            SECTION 7.14. AUTHENTICATING AGENT. So long as any Securities of a
series remain outstanding, if the Trustee ceases to maintain a corporate trust
facility in the Borough of Manhattan, The City of New York, New York, or
otherwise upon an Issuer Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Issuer shall elect, by
the Trustee for such series of Securities to act as its agent on its behalf and
subject to its direction in connection with the authentication and delivery of
each series of Securities for which it is serving as Trustee. Securities of each
such series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by such Trustee. Wherever reference is made in this Indenture
to the authentication and delivery of Securities of any series by the Trustee
for such series or to the Trustee's Certificate of Authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee for such series except by way of original issuance by an
Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of such Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $10,000,000 and subject to supervision or
examination by Federal or state authority. If the Trustee does not maintain a
corporate trust facility in the Borough of Manhattan, The City of New York, New
York, the Authenticating


                                      -65-
<PAGE>
Agent shall have its principal office and place of business in the Borough of
Manhattan, The City of New York, New York.

            Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee for such series or such Authenticating Agent. Any Authenticating
Agent may at any time, and, if it shall cease to be eligible, shall, resign by
giving written notice of resignation to the applicable Trustee and to the
Issuer. The Trustee for any series of Securities may at any time terminate the
agency of any Authenticating Agent for such series by giving written notice of
termination to such Authenticating Agent and to the Issuer.

            Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 7.14 with respect to
one or more or all series of Securities, the Trustee for such series shall upon
Issuer Request appoint a successor Authenticating Agent, and the Issuer shall
provide notice of such appointment to all Holders of Securities of such series
or any Coupons appertaining thereto in the manner and to the extent provided in
Section 13.4. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent herein. The Trustee for the Securities of such
series agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation for its services, and the Trustee shall be entitled
to be reimbursed for such payment subject to the provisions of Section 7.6. The
Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

                                  ARTICLE VIII.

                      CONCERNING THE HOLDERS OF SECURITIES

            SECTION 8.1. ACTION BY HOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
Holders in person or by agent or proxy appointed in writing, or (b) by the
record of Holders voting in favor thereof at any meeting of such Holders duly
called and held in accordance with the provisions of Article Nine, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders. The Issuer may set a record date for purposes of determining
the identity of Holders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date shall be
the later of 10 days prior to the first solicitation of such consent or the date
of the most recent list of Holders furnished to the Trustee pursuant to Section


                                      -66-
<PAGE>
5.1 of this Indenture prior to such solicitation. If a record date is fixed,
those persons who were Holders of Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date. No
such vote or consent shall be valid or effective for more than 120 days after
such record date.

            SECTION 8.2. PROOF OF EXECUTION OF INSTRUMENTS BY HOLDERS OF
SECURITIES. Subject to Sections 7.1, 7.2 and 9.5, the execution of any
instrument by a Holder of a Security or of any Coupon or his agent or proxy may
be proved in the following manner:

            (a)   The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds that the person executing
such instrument acknowledged to him the execution thereof or by any affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

            (b)   The ownership of Registered Securities of any series shall be
proved by the Securities Register for such series or by a certificate of the
Securities Register for such series; the ownership of Unregistered Securities of
any series and Coupons shall be proved by proof of possession reasonably
satisfactory to the Trustee.

            (c)   The record of any Holders' meeting shall be proved in the
manner provided in Section 9.6.

            SECTION 8.3. HOLDERS TO BE TREATED AS OWNERS. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the Person
in whose name any Registered Security shall be registered upon the Security
Register for such series as the absolute owner of such Security (notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving
payment of principal of, premium, if any, and (subject to Section 3.8), if such
registered Security is a Fully Registered Security, interest, if any, on such
Registered Security and for all other purposes whatsoever whether or not such
Security be overdue, and neither the Issuer, the Trustee nor any agent of the
Issuer or the Trustee shall be affected by notice to the contrary. The Issuer,
the Trustee and any agent of the Issuer or the Trustee may treat the Holder of
any Unregistered Security and the Holder of any Coupon, whether or not the
Security to which such Coupon appertained be registered, as the absolute owner
of such Security or Coupon for the purposes of receiving payment thereof or on
account thereof and for all other purposes whatsoever whether or not such
Security or Coupon be overdue, and neither the Issuer, the Trustee, any Paying
Agent nor any Security Registrar shall be affected by notice to the contrary.
All such payments so made to any Holder for the time being or upon his order
shall be valid and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon such Security or
Coupon.

            SECTION 8.4. SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Securities of any


                                      -67-
<PAGE>
or all series have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Issuer or any other obligor on the
Securities with respect to which such determination is being made or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the Securities
with respect to which such determination is being made shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver only Securities which the
Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described persons; and,
subject to Sections 7.1 and 7.2, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

            SECTION 8.5. RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 8.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
number, letter or other distinguishing symbol of which is shown by the evidence
to be included in the Securities the Holders of which have consented to such
action may by filing written notice at the Corporate Trust Office and upon proof
of holding as provided in this Article, revoke such action so far as concerns
such Security. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and any Coupon appertaining thereto and of
any Securities and Coupons issued in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon any
such Security or Coupon or such other Security or Coupon. Any action taken by
the Holders of the percentage in aggregate principal amount of the Securities of
any or all series, as the case may be, specified in this Indenture in connection
with such action shall be conclusively binding upon the Issuer, the Trustee and
the Holders of all the Securities affected by such action.

                                   ARTICLE IX.

                                HOLDERS' MEETINGS

            SECTION 9.1. PURPOSES OF MEETINGS. A meeting of Holders of
Securities of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article Nine for any of the following
purposes:



                                      -68-
<PAGE>
            (1) to give any notice to the Issuer or to the Trustee for the
Securities of such series, to give any directions to the Trustee for such
series, to consent to the waiving of any default hereunder and its consequences
or to take any other action authorized to be taken by Holders pursuant to any of
the provisions of Article Six;

            (2) to remove the Trustee for such series and nominate a successor
trustee pursuant to the provisions of Article Seven;

            (3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.2; or

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

            SECTION 9.2. CALL OF MEETINGS BY TRUSTEE. The Trustee for the
Securities of any series may at any time call a meeting of Holders of Securities
of such series to take any action specified in Section 9.1, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, or
such other Place of Payment as the Trustee for such series shall determine.
Notice of every meeting of the Holders of Securities of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of Securities of
such series in the manner and to the extent provided in Section 13.4. Such
notice shall be given not less than 20 nor more than 90 days prior to the date
fixed for the meeting.

            SECTION 9.3. CALL OF MEETINGS BY ISSUER OR HOLDERS. In case at any
time the Issuer, pursuant to a Board Resolution, or the Holders of at least 10%
in aggregate principal amount of the Outstanding Securities of any or all
series, as the case may be, shall have requested the Trustee for such series to
call a meeting of Holders of Securities of any or all series, as the case may
be, by written request setting forth in reasonable detail the action proposed to
be taken at the meeting and the Trustee for such series shall not have given the
notice of such meeting within 20 days after receipt of such request, then the
Issuer or such Holders may determine the time and the place in the Borough of
Manhattan or other Place of Payment for such meeting and may call such meeting
to take any action authorized in Section 9.1, by giving notice thereof as
provided in Section 9.2.

            SECTION 9.4. QUALIFICATIONS FOR VOTING. To be entitled to vote at
any meeting of Holders a person shall be (a) a Holder of one or more Securities
with respect to which such meeting is being held or (b) a person appointed by an
instrument in writing as proxy by such Holder. The only persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee for the Securities of the series with respect to
which such meeting is being held and its counsel and any representatives of the
Issuer and its counsel.

            SECTION 9.5. REGULATIONS. Notwithstanding any other provisions of
this Indenture, the Trustee for the Securities of any series may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
the Securities of such series, in regard to


                                      -69-
<PAGE>
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote and such other matters concerning the conduct of the meeting as it
shall think fit.

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Holders of the Securities of such series as provided in Section 9.3, in
which case the Issuer or the Holders calling the meeting as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.

            Subject to Section 8.4, at any meeting each Holder of Securities
with respect to which such meeting is being held or proxy therefor shall be
entitled to one vote for each 1,000 (in the currency or currency unit in which
such Securities are denominated) principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
such Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Securities of such series held by him or
instruments in writing aforesaid duly designating him as the person to vote on
behalf of other Holders of such series. At any meeting of Holders, the presence
of persons holding or representing Securities with respect to which such meeting
is being held in an aggregate principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum is present, the persons holding or
representing a majority in aggregate principal amount of such Securities
represented at the meeting may adjourn such meeting with the same effect, for
all intents and purposes, as though a quorum had been present. Any meeting of
Holders of Securities with respect to which a meeting was duly called pursuant
to the provisions of Section 9.2 or Section 9.3 may be adjourned from time to
time by a majority of such Holders present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

            SECTION 9.6. VOTING. The vote upon any resolution submitted to any
meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.2. The record shall
show the serial numbers of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and the secretary of the meeting and one of the duplicates
shall be delivered to the Issuer and the other to the Trustee to be preserved by
the Trustee.



                                      -70-
<PAGE>
            Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

            SECTION 9.7. NO DELAY OF RIGHTS BY MEETING. Nothing in this Article
Nine contained shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Holders under any
of the provisions of this Indenture or of the Securities of any series.

                                   ARTICLE X.

                             SUPPLEMENTAL INDENTURES

            SECTION 10.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a Board Resolution, each of the
Guarantors and the Trustee for the Securities of any or all series may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof) for one or more of the following
purposes:

            (a)   to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities of any or all series any property or assets;
provided, however, that such conveyance, transfer, assignment, mortgage or
pledge is consistent with the provisions of Section 4.6 hereof;

            (b)   to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Issuer under
this Indenture and the Securities;

            (c)   to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the Holders of any series of
Securities and the Coupons, if any, appertaining thereto, or to surrender any
right or power conferred upon the Issuer, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default;

            (d)   to add any additional Events of Default (and, if such Events
of Default are to be applicable to less than all series of Securities, stating
that such Events of Default are only applicable to specified series);

            (e)   to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other


                                      -71-
<PAGE>
provision contained herein or in any supplemental indenture; or to make such
other provisions in regard to matters or questions arising under this Indenture
or under any supplemental indenture as the Board of Directors may deem necessary
or desirable and which shall not materially and adversely affect the interests
of the Holders of any Securities or the Coupons, if any, appertaining thereto;

            (f)   to establish the form or terms of Securities of any series and
the Coupons, if any, appertaining thereto as permitted by Section 3.1;

            (g)   to permit payment in the United States of principal, premium
or interest on Unregistered Securities or of interest on Coupon Securities;

            (h)   to provide for the issuance of uncertificated Securities of
one or more series in addition to or in place of certificated Securities;

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

            (j)   to change or eliminate any of the provisions of this
Indenture; provided, however, that any such change or elimination may only be
effected when no Outstanding Security of any series created prior to the
execution of such supplemental indenture is entitled to the benefit of such
provision.

            The Trustee with respect to any series of Securities affected by
such supplemental indenture is hereby authorized to join with the Issuer and
each of the Guarantors in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to enter into
any such supplemental indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 10.2.

            SECTION 10.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS. With the consent (evidenced as provided in Article Eight) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a Board
Resolution, each of the Guarantors and the Trustee for the Securities of each
such series may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series; provided


                                      -72-
<PAGE>
that no such supplemental indenture shall (a) change the Stated Maturity of any
Security of such series, reduce the principal amount thereof, reduce the rate or
change the time of payment of interest thereon, reduce any amount payable on
redemption thereof, reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 6.1 or the amount thereof provable in
bankruptcy pursuant to Section 6.2, adversely impair or affect the right of
repayment or repurchase, if any, at the option of the Holder, reduce the amount
of, or postpone the date fixed for, any payment under any sinking fund or
analogous provisions for any Security, or change any Place of Payment or the
coin or currency or currency unit in which any Security or the interest thereon
is payable or change or eliminate the right of a Securityholder to institute
suit for the payment thereof, without the consent of the Holder of each Security
of such series so affected, or (b) reduce the aforesaid percentage of Securities
of such series, the consent of the Holders of which is required for any such
supplemental indenture (or waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences), without the
consent of the Holder of each Security so affected, or (c) modify any of the
provisions of this Section 10.2 or Section 6.10, except to increase any such
percentage 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.

            Upon the request of the Issuer, accompanied by a Board Resolution,
authorizing the execution of any such supplemental indenture and upon the filing
with the Trustee with respect to any series of Securities affected by such
supplemental indenture, of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 8.1, the Trustee
shall join with the Issuer and each of the Guarantors in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

            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 and the Coupons, if
any, appertaining thereto, or which modifies the rights of the Holders of
Securities of such series or any Coupons appertaining thereto with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series or any Coupons
appertaining thereto.

            For purposes of this Section 10.2, if the Securities of any series
are issuable upon the exercise of warrants, each holder of an unexercised and
unexpired warrant with respect to such series shall be deemed to be a Holder of
Outstanding Securities of such series in the amount issuable upon the exercise
of such warrant. For such purposes, the ownership of any such warrant shall be
determined by the Issuer in a manner consistent with customary commercial
practices. The Trustee for such series shall be entitled to rely on an Officers'
Certificate as to the


                                      -73-
<PAGE>
principal amount of Securities of such series in respect of which consents shall
have been executed by holders of such warrants.

            SECTION 10.3. NOTICE OF SUPPLEMENTAL INDENTURE. Promptly after the
execution by the Issuer, each of the Guarantors and the Trustee of any
supplemental indenture pursuant to the provisions of Section 10.2, the Issuer
shall mail a notice thereof by first-class mail to the Holders of Securities of
each series and of Coupons, if any, appertaining thereto affected thereby at
their addresses as they shall appear on the registry books of the Issuer,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

            SECTION 10.4. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article Ten,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with regard to the Securities of each series affected by
such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee for the
Securities of such series, the Issuer, each of the Guarantors and the Holders of
any Securities of such series or any Coupons appertaining thereto affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes with
regard to the Securities of such series and any Coupons appertaining thereto.

            SECTION 10.5. DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject
to the provisions of Sections 7.1 and 7.2, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article complies with the applicable provisions of
this Indenture.

            SECTION 10.6. NOTATION ON SECURITIES AND COUPONS IN RESPECT OF
SUPPLEMENTAL INDENTURES. Securities of any series (including any Coupons
appertaining thereto) affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article Ten may bear a notation in form
approved by the Trustee for such series as to any matter provided for in such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
Securities of any series and any Coupons appertaining thereto so modified as to
conform, in the opinion of the Trustee and the Issuer, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series and any Coupons appertaining thereto then Outstanding.

            SECTION 10.7. ISSUANCE OF SECURITIES BY SUCCESSOR CORPORATION. In
case the Issuer shall be consolidated with or merged into any other corporation
or corporations, or shall convey or transfer all or substantially all its
property as an entirety, the successor corporation formed by such consolidation
or into which the Issuer shall have been merged or which shall have received a
conveyance or transfer as aforesaid, upon causing to be executed and delivered
the supplemental indenture referred to in Section 10.1(b), shall succeed to and
be substituted for the Issuer with the same effect as if it had been named
herein as the party of the first part and in


                                      -74-
<PAGE>
all the Securities and the Coupons, if any, appertaining thereto as obligor, and
thereupon and thereafter such successor corporation may cause to be executed,
either in its own name or in the name of ITT Corporation, and delivered to the
appropriate Trustee for authentication, any or all of the Securities and the
Coupons, if any, appertaining thereto issuable hereunder; and, upon the order of
such successor corporation in lieu of the Issuer, and subject to all the terms,
conditions and restrictions in this Indenture prescribed, the Trustee for the
Securities of the appropriate series shall authenticate and deliver any
Securities of such series and the Coupons, if any, appertaining thereto which
shall have been previously executed and delivered by the Issuer to the Trustee
for authentication and any Securities and the Coupons, if any, appertaining
thereto which such successor corporation shall thereafter, in accordance with
the provisions of this Indenture, cause to be executed and delivered to the
Trustee for such purpose. Such change in phraseology and form (but not in
substance) may be made in such Securities and the Coupons, if any, appertaining
thereto as may be appropriate in view of such consolidation or merger or
conveyance or transfer. All such Securities and the Coupons, if any,
appertaining thereto when issued by such successor corporation shall in all
respects have the same legal rank as the Securities and the Coupons, if any,
appertaining thereto theretofore or thereafter authenticated and delivered in
accordance with the terms of this Indenture and issued, as though all of such
Securities and Coupons, if any, appertaining thereto had been issued at the date
of the execution hereof.

                                   ARTICLE XI.

                    CONSOLIDATION, MERGER, SALE OR ASSUMPTION

            SECTION 11.1. ISSUER MAY CONSOLIDATE, MERGE OR SELL ON CERTAIN
TERMS. Nothing contained in this Indenture or in any of the Securities shall be
deemed to prevent the consolidation or merger of the Issuer with or into any
other corporation, or the merger into the Issuer of any other corporation, or
the sale by the Issuer of its property and assets as, or substantially as, an
entirety, or otherwise; provided, however, that (a) in case of any such
consolidation or merger the corporation resulting from such consolidation or any
corporation other than the Issuer into which such merger shall be made shall
succeed to and be substituted for the Issuer with the same effect as if it has
been named herein as a party hereto and shall become liable and be bound for,
and shall expressly assume, by a supplemental indenture hereto, executed and
delivered to the Trustee, the due and punctual payment of the principal of,
premium, if any, and interest, if any, on all the Securities of each series and
the Coupons, if any, appertaining thereto and the performance and observance of
each and every covenant and condition of this Indenture on the part of the
Issuer to be performed or observed, and (b) as a condition of any such sale of
the property and assets of the Issuer as, or substantially as, an entirety, the
corporation to which such property and assets shall be sold shall (i) expressly
assume, as a part of the purchase price thereof, the due and punctual payment of
the principal of, premium, if any, and interest, if any, on all the Securities
of each series and the Coupons, if any, appertaining thereto and the performance
and observance of all the covenants and conditions of this Indenture on the part
of the Issuer to be performed or observed and (ii) simultaneously with the
delivery to it of the conveyances or instruments of transfer of such property
and assets, execute and deliver to the Trustee a supplemental indenture thereto,
in form satisfactory to the Trustee, whereby such purchasing corporation shall
so assume the due and punctual payment of the principal of, premium, if any, and
interest, if any, on all the Securities of each series and the


                                      -75-
<PAGE>
Coupons, if any, appertaining thereto and the performance and observance of each
and every covenant and condition of this Indenture on the part of the Issuer to
be performed or observed, to the same extent that the Issuer is bound and
liable.

            The Issuer will not consolidate with any other corporation or accept
a merger of any other corporation into the Issuer or permit the Issuer to be
merged into any other corporation, or sell its properties and assets as, or
substantially as, an entirety, except upon the terms and conditions set forth in
this Section. Upon any consolidation or merger, or any sale of the properties
and assets of the Issuer as, or substantially as, an entirety in accordance with
the provisions of this Section, the corporation formed by such consolidation or
into which the Issuer shall have been merged or to which such sale shall have
been made shall succeed to and be substituted for the Issuer with the same
effect as if it had been named herein as a party hereto and thereafter from time
to time such successor corporation may exercise each and every right and power
of the Issuer under this Indenture, in the name of the Issuer or in its own
name; and any act or proceeding by any provision of this Indenture required or
permitted to be done by the Board of Directors or any officer of the Issuer may
be done with like force and effect by the like board or officer of any
corporation that shall at the time be the successor of the Issuer hereunder. In
the event of the sale by the Issuer of its properties and assets as, or
substantially as, an entirety upon the terms and conditions of this Section, the
Issuer shall be released from all its liabilities and obligations hereunder and
under the Securities.

            SECTION 11.2. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The
Trustee, subject to the provisions of Section 7.1, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger or sale, and
any such assumption, complies with the provisions of this Article XI.

                                  ARTICLE XII.

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

            SECTION 12.1. SATISFACTION AND DISCHARGE OF SECURITIES OF ANY
SERIES. Except as otherwise provided for the Securities of any series
established pursuant to Section 3.1(18), the Issuer shall be deemed to have
satisfied and discharged the entire indebtedness on all the Outstanding
Securities of any particular series and the Coupons, if any, appertaining
thereto, and the Trustee, at the expense of the Issuer and upon Issuer Request,
shall execute proper instruments acknowledging satisfaction and discharge of
such indebtedness, when

            (a)   either:

            (i)   all Outstanding Securities of such series theretofore
      authenticated and delivered and the Coupons, if any, appertaining thereto
      (other than (a) any Securities of such series or Coupons which have been
      destroyed, lost or stolen and which have been replaced or paid as provided
      in Section 3.7 and (b) Outstanding Securities of such series or Coupons
      for whose payment money has theretofore been deposited in trust or
      segregated and held in trust by the Issuer and thereafter repaid to the
      Issuer or discharged from such trust, as provided in Sections 4.4, 12.4
      and 12.5) have been delivered to the Trustee for cancellation; or



                                      -76-
<PAGE>
            (ii)  with respect to all Outstanding Securities of such series and
      the Coupons, if any, appertaining thereto, described in (i) above not
      theretofore delivered to the Trustee for cancellation:

                  (A)   the Issuer has deposited or caused to be deposited with
            the Trustee as trust funds in trust an amount in the currency or
            currency unit in which the Securities of such series are denominated
            (except as otherwise specified pursuant to Section 3.1 for the
            Securities of such series and except as provided in Sections
            3.12(b), 3.12(e) and 3.12(f) hereof) sufficient to pay and discharge
            the entire indebtedness on all such Outstanding Securities of such
            series for principal (and premium, if any) and interest to the
            Stated Maturity or any Redemption Date as contemplated by Section
            12.3, as the case may be; or

                  (B)   the Issuer has deposited or caused to be deposited with
            the Trustee as obligations in trust such amount of Government
            Obligations as will, in a written opinion of independent public
            accountants delivered to the Trustee, together with the
            predetermined and certain income to accrue thereon (without
            consideration of any reinvestment thereof), be sufficient to pay and
            discharge when due the entire indebtedness on all such Outstanding
            Securities of such series and the Coupons, if any, appertaining
            thereto, for unpaid principal (and premium, if any) and interest to
            the Stated Maturity or any Redemption Date as contemplated by
            Section 12.3, as the case may be;

            (b)   the Issuer has paid or caused to be paid all other sums
payable with respect to the Outstanding Securities of such series and the
Coupons, if any, appertaining thereto;

            (c)   the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to due satisfaction and discharge of the
entire indebtedness on all Outstanding Securities of any such series and the
Coupons, if any, appertaining thereto, have been complied with;

            (d)   if the Securities of such series and the Coupons, if any,
appertaining thereto are not to become due and payable at their Stated Maturity
within one year of the date of such deposit or are not to be called for
redemption within one year of the date of such deposit under arrangements
satisfactory to the Trustee as of the date of such deposit, then the Issuer
shall have given, not later than the date of such deposit, notice of such
deposit to the Holders of the Securities of such series and the Coupons, if any,
appertaining thereto; and

            (e)   the Issuer has delivered to the Trustee an Opinion of Counsel
in the United States reasonably acceptable to the Trustee confirming that:

            (i)   the Issuer 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,



                                      -77-
<PAGE>
in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the Outstanding Securities of any such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such legal defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such legal defeasance had not occurred.

            Upon the satisfaction of the conditions set forth in this Section
12.1 with respect to all the Outstanding Securities of any series and the
Coupons, if any, appertaining thereto, the terms and conditions of such series,
including the terms and conditions with respect thereto set forth in this
Indenture, shall no longer be binding upon, or applicable to, the Issuer, and
the Holders of the Securities of such series shall look for payment only to the
funds or obligations deposited with the Trustee pursuant to Section 12.1(a)(ii);
provided, however, that the Issuer shall not be discharged from (a) any payment
obligations in respect of Securities of such series which are deemed not to be
Outstanding under clause (c) of the definition thereof and the Coupons, if any,
appertaining thereto, if such obligations continue to be valid obligations of
the Issuer under applicable law, (b) any obligations under Sections 7.6 and
7.10, and (c) any obligations under Section 3.6 or 3.7 (except that Securities
of such series issued upon registration of transfer or exchange or Securities or
Coupons, if any, appertaining thereto issued in lieu of mutilated, lost,
destroyed or stolen Securities or Coupons shall not be obligations of the
Issuer) and Section 5.1; and provided, further, that in the event a petition for
relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed
with respect to the Issuer within 91 days after the deposit, the entire
indebtedness on all Securities of such series and the Coupons, if any,
appertaining thereto shall not be discharged, and in such event the Trustee
shall return such deposited funds or obligations as it is then holding to the
Issuer upon Issuer Request. Notwithstanding the satisfaction of the conditions
set forth in this Section 12.1 with respect to all the Securities of any series
not denominated in Dollars, upon the happening of any events specified in
Section 3.12(e) the Issuer shall be obligated to make the payments in Dollars
required by Section 3.12(e) to the extent that the Trustee is unable to convert
any Foreign Currency or currency unit in its possession pursuant to Section
12.1(a)(ii) into the Dollar Equivalent of the Foreign Currency or the Dollar
Equivalent of the Currency Unit, as the case may be. The Trustee shall return to
the Issuer any nonconverted funds or securities in its possession after such
payments have been made.

            SECTION 12.2. SATISFACTION AND DISCHARGE OF INDENTURE. Upon
compliance by the Issuer with the provisions of Section 12.1 as to the
satisfaction and discharge of each series of Securities issued hereunder and the
Coupons, if any, appertaining thereto, and if the Issuer has paid or caused to
be paid all other sums payable under this Indenture, this Indenture shall cease
to be of any further effect (except as otherwise provided herein). Upon Issuer
Request and receipt of an Opinion of Counsel and an Officers' Certificate (and
at the expense of the Issuer), the Trustee shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture.

            Notwithstanding the satisfaction and discharge of this Indenture,
any obligations of the Issuer under Sections 3.6, 3.7, 5.1, 7.6 and 7.10, any
obligations of the Issuer under Section 3.12(d) to deliver an Exchange Rate
Officer's Certificate and the obligations of the Trustee under Section 12.3
shall survive.



                                      -78-
<PAGE>
            SECTION 12.3. APPLICATION OF TRUST MONEY. All money and obligations
deposited with the Trustee pursuant to Section 12.1 shall be held irrevocably in
trust and shall be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee. Such money and obligations shall be
applied by the Trustee, in accordance with the provisions of the Securities,
this Indenture and such escrow trust agreement, to the payment, either directly
or through any Paying Agent (including the Issuer acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal of (and premium, if any) and interest, if any, on the Securities and
the Coupons, if any, appertaining thereto for the payment of which such money
and obligations have been deposited with the Trustee. If Securities of any
series are to be redeemed prior to their Stated Maturity, whether pursuant to an
optional redemption provision or in accordance with any mandatory sinking fund
requirement, the Issuer shall make such arrangements as are satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Issuer.

            SECTION 12.4. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series and the Coupons, if any, appertaining thereto, all
moneys with respect to such series then held by any Paying Agent for such series
under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

            SECTION 12.5. RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR TWO YEARS. Any moneys deposited with or paid to the Trustee for
the Securities of any series and the Coupons, if any, appertaining thereto, or
any Paying Agent for the payment of the principal of, premium, if any, or
interest, if any, on Securities of any series and the Coupons, if any,
appertaining thereto and which shall not be applied but shall remain unclaimed
by the Holders of Securities of such series and the Coupons, if any,
appertaining thereto for two years after the date upon which such payment shall
have become due and payable, shall be repaid to the Issuer by the Trustee on
demand, and the holder of any of such Securities or the Coupons, if any,
appertaining thereto entitled to receive such payment shall thereafter look only
to the Issuer, or the Guarantors, as the case may be, for the payment thereof;
provided, however, that the Trustee, before making any such repayment, shall at
the expense of the Issuer cause to be published once a week for two successive
weeks (in each case on any day of the week) in an Authorized Newspaper, a notice
that said moneys have not been so applied and that after a date named therein
any unclaimed balance of said moneys then remaining will be returned to the
Issuer.

                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

            SECTION 13.1. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER AND GUARANTORS EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or
upon any obligation, covenant or agreement contained in this Indenture, or in
any Security or Coupon, or because of any indebtedness evidenced thereby, shall
be had against any incorporator, as such, or against any past, present or future
stockholder, officer or director, member, manager or partner, as such, of the
Issuer or any of the Guarantors or any successor to the Issuer or any of the


                                      -79-
<PAGE>
Guarantors, as the case may be, either directly, or through the Issuer or any of
the Guarantors or any successor to the Issuer or any of the Guarantors, as the
case may be, under any rule of law, statute or constitutional provision by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities or Coupons, by the Holders thereof and as part of
the consideration for the issue of such Securities and Coupons, if any,
appertaining thereto.

            SECTION 13.2. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND SECURITYHOLDERS. Nothing in this Indenture or in the Securities or
the Coupons, expressed or implied, shall give or be construed to give to any
person, other than the parties hereto and their successors, the Holders of the
Securities and the Holders of the Coupons, any legal or equitable right, remedy
or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, of the Holders of the Securities and of the
Holders of the Coupons.

            SECTION 13.3. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

            SECTION 13.4. NOTICES TO HOLDERS; WAIVER. Where this Indenture
provides for notice to Holders of any event, (a) if any of the Securities
affected by such event are Fully Registered Securities, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed by first class mail, postage prepaid, to such Holders as their names
and addresses appear in the Securities Register within the time prescribed and
(b) if any of the Securities affected by such event are Unregistered Securities
or Coupon Securities, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed by first class mail, postage
prepaid, to such Holders in the manner and to the extent provided in Section
5.4, and if published in an Authorized Newspaper or Newspapers in such city or
cities as may be provided elsewhere in this Indenture or specified as
contemplated by Section 3.1 on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance on such waiver. 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 shall
affect the sufficiency of such notice with respect to other Holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given. In the event of suspension of regular mail
service or for any other reason it shall be impracticable to give such notice to
Registered Holders by mail, then such a notification as shall be made to
Registered Holders with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder. In case by reason of the
suspension of publication of any Authorized Newspaper or by reason of any other
cause it shall be impracticable to publish any notice to Holders of Unregistered
Securities or of Coupons as provided above then said notification to Holders of
Unregistered Securities or of Coupons as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder.



                                      -80-
<PAGE>
            SECTION 13.5. ADDRESSES FOR NOTICES. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee for the Securities of any series or by the Holders of Securities
of any series or of any Coupons appertaining thereto on the Issuer may be given
or served by registered mail addressed (until another address is filed by the
Issuer with the Trustee) as follows: Starwood Hotels & Resorts Worldwide, Inc.,
Attention of the General Counsel, 777 Westchester Avenue, White Plains, NY
10604. Any notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Trustee for the Securities of any
series or by the Holders of Securities of any series or of any Coupons
appertaining thereto on any Guarantor may be given or served by registered mail
addressed (until another address is filed by such Guarantor with the Trustee) as
follows: Starwood Hotels & Resorts Worldwide, Inc., Attention of the General
Counsel, 777 Westchester Avenue, White Plains, NY 10604. Any notice, direction,
request or demand by any Holder of Securities of any series to or upon the
Trustee for such series or of any Coupons appertaining thereto shall be deemed
to have been sufficiently given or made, for all purposes, if given or made at
the Corporate Trust Office of such Trustee, and, in respect of Unregistered
Securities or Coupons, at the Corporate Trust Office of the Trustee referred to
in Section 4.2. Any notice or demand required or permitted under this Indenture
shall be in the English language, except that any published notice may be in the
official language of the country of publication.

            SECTION 13.6. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer
or any of the Guarantors to the Trustee to take any action under any of the
provisions of this Indenture, the Issuer or such Guarantor, as the case may be,
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including any covenants compliance with which constitutes
a condition 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 (including any covenants
compliance with which constitutes a condition precedent) have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than annual certificates provided pursuant
to Section 4.7) shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

            Any certificate, statement or opinion of an officer of the Issuer or
such Guarantor, as the case may be, may be based, insofar as it relates to legal
matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows that the certificate or opinion


                                      -81-
<PAGE>
or representations with respect to the matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the exercise
of reasonable care should know that the same are erroneous. Any certificate,
statement or opinion of counsel may be based, insofar as it relates to factual
matters, information with respect to which is in the possession of the Issuer or
such Guarantor, as the case may be, upon the certificate, statement or opinion
of or representations by an officer or officers of the Issuer or such Guarantor,
as the case may be, unless such counsel knows that the certificate, statement or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

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

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

            SECTION 13.7. CROSS REFERENCES. All references herein to "Articles"
and other subdivisions are to the corresponding Articles or other subdivisions
of this Indenture, and the words "herein", "hereof", "hereby", "hereunder",
"hereinbefore" and "hereinafter" and other words of similar import refer to this
Indenture generally and not to any particular Article, Section or other
subdivision hereof.

            SECTION 13.8. LEGAL HOLIDAYS. In any case where the date of maturity
of principal, premium, if any, or interest, if any, on the Securities or Coupons
or the date fixed for redemption or repayment of any Security shall not be a
Business Day at any Place of Payment with respect to Securities of that series
then (notwithstanding any other provisions of this Indenture or of the Security
or Coupons) payment of such principal, premium, if any, or interest, if any, on
the Securities and Coupons need not be made on such date at such Place of
Payment 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 date of maturity or the
date fixed for redemption or repayment, as the case may be, and no interest
shall accrue for the period from and after such date.

            SECTION 13.9. MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED. The
Trustee shall segregate all moneys, funds and accounts held by the Trustee
hereunder in one currency from any money, funds or accounts in any other
currencies, notwithstanding any provision herein which would otherwise permit
the Trustee to commingle such amounts.

            SECTION 13.10. PAYMENT TO BE IN PROPER CURRENCY. Each reference in
any Security, or in the Board Resolution relating thereto, to any currencies or
currency units shall be of the essence. Subject to Section 3.12, the Issuer
agrees, to the fullest extent that it may effectively do so under applicable
law, that its obligation to make any payment of principal of (and premium, if
any) and interest on any Security or any Coupon (i) shall not be discharged or


                                      -82-
<PAGE>
satisfied by any tender by the Issuer, or recovery by the Trustee, either
pursuant to any judgment (whether or not entered into in accordance with Section
6.13) or otherwise, in any currencies or currency units other than the
currencies or currency units then due and payable (the "Required Currency"),
except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to
be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. Except as permitted under Section 3.12, if any such tender
or recovery is in a currency other than the Required Currency, the Trustee may
take such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Issuer, and the Issuer shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor. The Issuer hereby waives
any defense of payment based upon any such tender or recovery which is not in
the Required Currency, or which, when exchanged for the Required Currency by the
Trustee, is less than the full amount of Required Currency then due and payable.

            SECTION 13.11. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.

            SECTION 13.12. NEW YORK LAW TO GOVERN. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State, except as may otherwise be required by mandatory provisions of law.

            SECTION 13.13. COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

            SECTION 13.14. EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

            SECTION 13.15. SEPARABILITY CLAUSE. In case any provision of this
Indenture or of the Securities or any Coupons appertaining thereto, if any,
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                  ARTICLE XIV.

                            REDEMPTION OF SECURITIES

            SECTION 14.1. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any


                                      -83-
<PAGE>
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.1 for Securities of such series.

            SECTION 14.2. NOTICE OF REDEMPTION; SELECTION OF SECURITIES. In case
the Issuer shall desire to exercise the right to redeem all or, as the case may
be, any part of the Securities of any series (or all or part of the Unregistered
Securities of such series or all or any part of the Registered Securities of
such series, if the terms and conditions of redemption shall be different with
respect to Unregistered Securities and Registered Securities of such series as
specified in the terms of such Securities established pursuant to Section 3.1)
in accordance with their terms, it shall fix a Redemption Date and shall provide
notice of such redemption to the Trustee, in the case such Securities are to be
redeemed as a whole, 45 days, and, in the case such Securities are to be
redeemed in part, 60 days, prior to such Redemption Date, and at least 15 and
not more than 60 days prior to such Redemption Date to the Holders of Securities
of such series so to be redeemed as a whole or in part in the manner provided in
Section 13.4. The notice provided in the manner herein specified shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the Holder of any Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

            Each such notice of redemption shall specify the Redemption Date,
the Redemption Price, the Place or Places of Payment, that the Securities of
such series are being redeemed at the option of the Issuer pursuant to
provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case, together
with a brief statement of the facts permitting such redemption, that payment
will be made upon presentation and surrender of the applicable Securities, that,
unless otherwise specified in such notice, Coupon Securities of any series, if
any, surrendered for payment must be accompanied by all Coupons, if any,
maturing subsequent to the date fixed for redemption, failing which the amount
of any such missing Coupon or Coupons will be deducted from the sum due for
payment, that any interest accrued to the Redemption Date will be paid as
specified in said notice and that on and after said Redemption Date any interest
thereon or on the portions thereof to be redeemed will cease to accrue. If less
than all the Securities of any series are to be redeemed, the notice of
redemption shall specify the numbers of the Securities of such series to be
redeemed and, if only Unregistered Securities of any series are to be redeemed
and if such Unregistered Securities may be exchanged for Registered Securities,
the last date on which exchanges of Unregistered Securities for Registered
Securities not subject to redemption may be made. In case any Security of any
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof and with appropriate Coupons will
be issued or, in the case of Securities providing appropriate space for such
notation, at the option of the Holders, the Trustee, in lieu of delivering a new
Security or Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

            On or before (but at least one Business Day in the City of New York
before, in the case of payments made in a currency or currency unit other than
Dollars) the Redemption Date


                                      -84-
<PAGE>
with respect to the Securities of any series stated in the notice of redemption
given as provided in this Section 14.2, the Issuer will deposit with the Trustee
or with one or more Paying Agents an amount of money in the currency or currency
unit in which the Securities of such series and any Coupons appertaining thereto
are payable (except as otherwise specified as contemplated by Section 3.1 for
the Securities of such series and except as provided in Sections 3.12(b),
3.12(e) and 3.12(f) of this Indenture) sufficient to redeem on such Redemption
Date all the Securities or portions thereof so called for redemption at the
applicable Redemption Price, together with accrued interest to such Redemption
Date. If the Issuer is acting as its own Paying Agent, it will segregate such
amount and hold it in trust as provided in Section 4.4.

            If fewer than all the Securities of a series are to be redeemed
(except in the case of a redemption in whole of the Unregistered Securities, the
Coupon Securities, the Registered Securities or the Fully Registered Securities
of such series), the Issuer will give the Trustee written notice not less than
60 days prior to the Redemption Date as to the aggregate principal amount of
Securities to be redeemed and the Trustee shall select, not more than 75 days
prior to the Redemption Date and in such manner as in its sole discretion it
shall deem appropriate and fair, the Securities of such series or portions
thereof (in multiples of 1,000 in the currency or currency unit in which the
Securities of such series are denominated, except as otherwise set forth in the
applicable form of Security) to be redeemed.

            SECTION 14.3. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice
of redemption has been given as above provided, the Securities or portions of
Securities of the series specified in such notice shall become due and payable
on the Redemption Date and at the place or places stated in such notice at the
applicable Redemption Price, together with any interest accrued to such
Redemption Date, and on and after said Redemption Date (unless the Issuer shall
default in the payment of such Securities at the applicable Redemption Price,
together with any interest accrued to said Redemption Date) any interest on the
Securities or portions of Securities of any series so called for redemption
shall cease to accrue. On presentation and surrender of such Securities and all
Coupons, if any, appertaining thereto at a Place of Payment in such notice
specified, such Securities and Coupons or the specified portions thereof shall
be paid and redeemed by the Issuer at the applicable Redemption Price, together
with any interest accrued thereon to the applicable Redemption Date, in the
currency or currency unit in which the Securities of such series and the
Coupons, if any, appertaining thereto are payable (except as otherwise specified
as contemplated by Section 3.1 for the Securities of such series and except as
provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture).

            If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing on or after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons or the surrender of such
missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
a deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that, unless
otherwise provided pursuant to Section 3.1 or Section 10.1(f), interest
represented by Coupons shall be payable only upon


                                      -85-
<PAGE>
presentation and surrender of those Coupons at an office or agency located
outside the United States.

            Upon presentation of any Security redeemed in part only and the
Coupons, if any, appertaining thereto, the Issuer shall execute and the Trustee
shall authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Issuer, a new Security or Securities of such series and the
Coupons, if any, appertaining thereto, of authorized denominations, in principal
amount equal to the unredeemed portion of the Securities so presented.

            SECTION 14.4. EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration or certificate
number, in the case of Registered Securities or Fully Registered Securities, or
by certificate number, in the case of Coupon Securities, in a written statement
signed by an authorized officer of the Issuer and delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be given
as being owned by, and not pledged or hypothecated by, either (a) the Issuer or
(b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. In the case of Coupon Securities, the Issuer will
provide evidence satisfactory to the Trustee of the ownership thereof.

                                   ARTICLE XV.

                                  SINKING FUNDS

            SECTION 15.1. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is hereinafter referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of the Securities of any series is herein referred to as an
"optional sinking fund payment".

            SECTION 15.2. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH
SECURITIES. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Issuer may, at
its option, at any time no more than 16 months and no less than 45 days prior to
the date on which such sinking fund payment is due, deliver to the Trustee
Outstanding Securities of such series (together with the unmatured Coupons, if
any, appertaining thereto) theretofore purchased or otherwise acquired by the
Issuer, except Securities of such series which have been redeemed or previously
called for redemption through the application of mandatory or optional sinking
fund payments pursuant to the terms of the Securities of such series or which
have been acquired or redeemed out of the proceeds of sale of a Principal
Property, pursuant to clause (i) of Section 4.5, accompanied by an Issuer Order
instructing the Trustee to credit such obligations and stating that the
Securities of such series were originally issued by the Issuer by way of bona
fide sale or other negotiation for value; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such


                                      -86-
<PAGE>
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

            SECTION 15.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 60 days prior to any sinking fund payment date for any series of
Securities, the Issuer will deliver to the Trustee a certificate signed by the
Treasurer or any Associate or Assistant Treasurer of the Issuer specifying the
amount of the next ensuing sinking fund payment for such series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currency unit in which the Securities of such
series and the Coupons, if any, appertaining thereto are payable (except as
otherwise specified as contemplated by Section 3.1 for the Securities of such
series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this
Indenture) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 15.2 and
whether the Issuer intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series. Such certificate shall be
irrevocable and upon its delivery the Issuer shall be obligated to make the cash
payment or payments (in the currency or currency unit described above) therein
referred to, if any, on or before the next succeeding sinking fund payment date.
In the case of the failure of the Issuer to deliver such certificate (or to
deliver the Securities and Coupons, if any, specified in such certificate within
the time period specified in Section 15.2), the sinking fund payment due on the
next succeeding sinking fund payment date for such series shall be paid entirely
in cash (in the currency or currency unit described above) and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit Securities as provided in Section 15.2 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

            Any sinking fund payment or payments (mandatory or optional) made in
cash (in the currency or currency unit described above) plus any unused balance
of any preceding sinking fund payments made with respect to the Securities of
any particular series shall be applied by the Trustee (or by the Issuer if the
Issuer is acting as its own Paying Agent) on the sinking fund payment date on
which such payment is made (or, if such payment is made before a sinking fund
payment date, on the sinking fund payment date following the date of such
payment) to the redemption of Securities of such series at the Redemption Price
specified in such Securities with respect to the sinking fund, together with
accrued interest, if any, to the applicable Redemption Date. Any excess sinking
fund moneys not so applied or allocated by the Trustee (or by the Issuer if the
Issuer is acting as its own Paying Agent) to the redemption of Securities shall
be added to the next sinking fund payment received by the Trustee (or, if the
Issuer is acting as its own Paying Agent, segregated and held in trust as
provided in Section 4.4) for such series and, together with such payment (or
such amount so segregated), shall be applied in accordance with the provisions
of this Section 15.3. Any and all sinking fund moneys with respect to the
Securities of any particular series held by the Trustee (or, if the Issuer is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 4.4) on the last sinking fund payment date with respect to Securities of
such series and not held for the payment or redemption of particular Securities
of such series shall be applied by the Trustee (or by the Issuer if the Issuer
is acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity. The Trustee shall not
convert any currency or currency unit in which the Securities of such series are
payable for the purposes of such sinking fund application unless


                                      -87-
<PAGE>
specifically requested to do so by the Issuer, and any such conversion agreed to
by the Trustee in response to such request shall be for the account and at the
expense of the Issuer and shall not affect the Issuer's obligation to pay the
Holders in the currency or currency unit to which such Holders may be entitled.

            The Trustee shall select or cause to be selected the Securities to
be redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 14.2, and the Issuer shall cause notice of the
redemption thereof to be given in the manner provided in Section 14.2, except
that the notice of redemption shall also state that the Securities are being
redeemed by operation of the sinking fund and whether the sinking fund payment
is mandatory or optional, or both, as the case may be. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 14.3.

            On or before (but at least one New York Business Day before, in the
case of payments made in a currency or currency unit other than Dollars) each
sinking fund payment date, the Issuer shall pay to the Trustee (or, if the
Issuer is acting as its own Paying Agent, will segregate and hold in trust as
provided in Section 4.4) in cash (in the currency or currency unit described in
the first paragraph of this Section 15.3) a sum equal to the principal and any
interest accrued to the Redemption Date for Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section.

            Neither the Trustee nor the Issuer shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that, if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Issuer if the Issuer
is acting as its own Paying Agent) shall redeem such Securities if cash (in the
currency or currency unit described in the first paragraph of this Section 15.3)
sufficient for the purpose shall be deposited with the Trustee (or segregated by
the Issuer) for that purpose in accordance with the terms of this Article.
Except as aforesaid, any moneys (in the currency or currency unit described in
the first paragraph of this Section 15.3) in the sinking fund for such series at
the time when any such default or Event of Default shall occur and any moneys
(in the currency or currency unit described in the first paragraph of this
Section 15.3) thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of the Securities of such series and the Coupons, if any, appertaining
thereto; provided, however, that, in case such Event of Default or default shall
have been cured or waived as provided herein, such moneys (in the currency or
currency unit described in the first paragraph of this Section 15.3) shall
thereafter be applied on the next sinking fund payment date for the Securities
of such series on which such moneys (in the currency or currency unit described
in the first paragraph of this Section 15.3) may be applied pursuant to the
provisions of this Section.



                                      -88-
<PAGE>

                                  ARTICLE XVI.

                                    GUARANTEE

            SECTION 16.1.     GUARANTEE.

            (a) Subject to this Article XVI, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Securities or the obligations of the Issuer hereunder or thereunder, that:
(a) the principal of, premium, if any, and interest, if any, on the Securities
and all other monetary obligations of the Issuer under the Indenture and the
Securities will be promptly paid in full when due, whether at maturity, by
acceleration, redemption, purchase or otherwise, and (b) all other obligations
of the Issuer under the Indenture and the Securities will be fully and
punctually performed within the grace period set forth in Section 6.1(d) or (e)
of the Indenture, if applicable. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

            (b) The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever and covenant that its guarantee shall
not be discharged except by complete performance of the obligations contained in
the Securities and this Indenture.

            (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
the Guarantors, any amount paid by either to the Trustee or such Holder, the
guarantee of the Guarantors, to the extent theretofore discharged, shall be
reinstated in full force and effect.

            (d) Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders of Securities in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders of Securities, respectively, and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article VI hereof for the purposes of
its guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such obligations as
provided in Article VI hereof, such obligations (whether or not due and payable)
shall forthwith


                                      -89-
<PAGE>
become due and payable by such Guarantor for the purpose of its guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.

            SECTION 16.2. LIMITATION OF GUARANTORS' LIABILITY. Each Guarantor,
and by its acceptance of Securities, each Holder, hereby confirms that it is the
intention of all such parties that the guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to such guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will, after
giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article XVI, result in the
obligations of such Guarantor under its guarantee not constituting a fraudulent
transfer or conveyance.

            SECTION 16.3. DELIVERY OF GUARANTEES.

            (a) To evidence its guarantee set forth in Section 16.1, each
Guarantor hereby agrees that the Securities shall bear a notation stating that
such Securities are guaranteed by the Guarantors in accordance with this Article
XVI and may be released upon the terms and conditions set forth in this
Indenture.

            (b) Each Guarantor hereby agrees that its guarantee set forth in
Section 16.1 shall remain in full force and effect notwithstanding any failure
to endorse on each Security a notation of such guarantee.

            (c) If an officer of a Guarantor whose signature is on this
Indenture no longer holds that office at the time the Trustee authenticates the
Security, such guarantee shall be valid nevertheless.

            (d) The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
guarantees set forth in this Indenture on behalf of the Guarantors.

            SECTION 16.4. GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

            (a) Except as otherwise provided in Section 16.5, no Guarantor may
consolidate with or merge with or into (unless such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

            (i) subject to Section 16.5 hereof, the Person formed by or
      surviving any such consolidation or merger unconditionally assumes all the
      obligations of such Guarantor, pursuant to a supplemental indenture in
      form and substance reasonably satisfactory to the Trustee, under the
      Securities and the Indenture on the terms set forth herein or therein; and


                                      -90-
<PAGE>
            (ii) immediately after giving effect to such transaction, no Default
      or Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor and such predecessor Guarantor shall be discharged from
its obligations under the Securities and this Indenture.

            (b) Except as set forth in Articles IV and XI hereof, and
notwithstanding clause (a) above, nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of a Guarantor with
or into the Issuer or another Guarantor, or shall prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to
the Issuer or another Guarantor.

            SECTION 16.5. RELEASE.

            (a) To the extent that a Guarantor is released as a guarantor under
the Senior Credit Agreement or the Senior Credit Agreement is refinanced without
such Guarantor being a guarantor under the new credit facility or in the event
the Senior Credit Agreement is otherwise terminated, then such Guarantor (in the
event of a termination of the Senior Credit Agreement, all Guarantors) will be
released and relieved of any obligations under its guarantee to the same extent
that such Guarantor was released and relieved of any obligations under the
Senior Credit Agreement. Upon delivery by the Issuer to the Trustee of an
Officers' Certificate to the effect that such release has occurred in accordance
with the provisions of this Indenture, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its guarantee.

            (b) Any Guarantor not released from its obligations under its
guarantee shall remain liable for the full amount of the principal of, premium,
if any, and interest, if any, on the Securities and for the other obligations of
any Guarantor under this Indenture as provided in this Article XVI.


                                      -91-
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                 STARWOOD HOTELS & RESORTS
                                 WORLDWIDE, INC., as Issuer,

                                 by: /s/ RONALD C. BROWN
                                     -------------------
                                     Executive Vice President & Chief Financial
                                     Officer



                                 U.S. BANK NATIONAL ASSOCIATION,
                                 as Trustee,

                                 by: /s/ FRANK LESLIE
                                     ----------------
                                     Authorized Officer


                                      -92-
<PAGE>
                                 SLT REALTY LIMITED PARTNERSHIP,
                                 a Delaware limited partnership

                                 By:   Starwood Hotels & Resorts,
                                       Maryland real estate investment trust,
                                       its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President & Chief
                                           Financial Officer

                                 SHERATON HOLDING CORPORATION
                                 (f/k/a ITT Corporation), a Nevada corporation

                                 By: /s/ JARED T. FINKELSTEIN
                                     ------------------------
                                     Jared T. Finkelstein
                                     Vice President & Assistant Secretary

                                 STARWOOD HOTELS & RESORTS HOLDINGS, INC.,
                                 an Arizona corporation

                                 By: /s/ ALAN M. SCHNAID
                                     -------------------
                                     Alan M. Schnaid
                                     Senior Vice President & Corporate
                                     Controller

                                 CHARLESTON HOTEL ASSOCIATES, LLC,
                                 a New Jersey limited liability company,

                                 CRYSTAL CITY HOTEL ASSOCIATES, LLC,
                                 a New Jersey limited liability company,

                                 LONG BEACH HOTEL ASSOCIATES, LLC,
                                 a New Jersey limited liability company,

                                 SANTA ROSA HOTEL ASSOCIATES, LLC,
                                 a New Jersey limited liability company,

                                 SLT ALLENTOWN LLC,
                                 a Delaware limited liability company,

                                 SLT ARLINGTON LLC,
                                 a Delaware limited liability company,

                                 SLT ASPEN DEAN STREET, LLC,
                                 a Delaware limited liability company,

                                 SLT BLOOMINGTON LLC,
                                 a Delaware limited liability company,


                                      -93-
<PAGE>
                                 SLT DANIA LLC,
                                 a Delaware limited liability company,

                                 SLT DC MASSACHUSETTS AVENUE, LLC,
                                 a Delaware limited liability company,

                                 SLT INDIANAPOLIS LLC,
                                 a Delaware limited liability company,

                                 SLT KANSAS CITY LLC,
                                 a Delaware limited liability company,

                                 SLT LOS ANGELES LLC,
                                 a Delaware limited liability company,

                                 SLT MINNEAPOLIS LLC,
                                 a Delaware limited liability company,

                                 SLT PALM DESERT LLC,
                                 a Delaware limited liability company,

                                 SLT PHILADELPHIA LLC,
                                 a Delaware limited liability company,

                                 SLT REALTY COMPANY, LLC,
                                 a Delaware limited liability company,

                                 SLT SAN DIEGO LLC,
                                 a Delaware limited liability company,

                                 SLT SOUTHFIELD LLC,
                                 a Delaware limited liability company,

                                 SLT ST. LOUIS LLC,
                                 a Delaware limited liability company,

                                 SLT TUCSON LLC,
                                 a Delaware limited liability company,

                                 STARLEX LLC,
                                 a New York limited liability company,

                                 STARWOOD ATLANTA II LLC,
                                 a Delaware limited liability company,

                                 STARWOOD ATLANTA LLC,
                                 a Delaware limited liability company,


                                      -94-
<PAGE>
                                 STARWOOD MISSION HILLS, L.L.C.,
                                 a Delaware limited liability company,

                                 STARWOOD NEEDHAM LLC,
                                 a Delaware limited liability company,

                                 STARWOOD WALTHAM LLC,
                                 a Delaware limited liability company,

                                 By:   SLT Realty Limited Partnership, a
                                       Delaware limited partnership, the
                                       managing member of each of the
                                       above listed entities

                                 By:   Starwood Hotels & Resorts, a
                                       Maryland real estate investment
                                       trust, its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President & Chief
                                           Financial Officer

                                 BW HOTEL REALTY, LP,
                                 a Maryland limited partnership,

                                 CP HOTEL REALTY, LP,
                                 a Maryland limited partnership,

                                 EDISON HOTEL ASSOCIATES, LP,
                                 a New Jersey limited partnership,

                                 NOVI HOTEL ASSOCIATES, LP,
                                 a Delaware limited partnership,

                                 PARK RIDGE HOTEL ASSOCIATES LP,
                                 a Delaware limited partnership,

                                 SLT FINANCING PARTNERSHIP,
                                 a Delaware general partnership,

                                 SLT HOUSTON BRIAR OAKS, LP,
                                 a Delaware limited partnership,

                                 VIRGINIA HOTEL ASSOCIATES, LP,
                                 a Delaware limited partnership,


                                      -95-
<PAGE>
                                 PRUDENTIAL HEI JOINT VENTURE,
                                 a Georgia general partnership,

                                 By:   SLT Realty Limited Partnership, a
                                       Delaware limited partnership, the
                                       general partner of each of the
                                       above listed entities

                                 By:   Starwood Hotels & Resorts, a
                                       Maryland real estate investment
                                       trust, its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President & Chief
                                           Financial Officer

                                 HEI HOTELS, L.L.C.,
                                 a Delaware limited liability company,

                                 SLC CENTRAL PARK SOUTH, LLC,
                                 a Delaware limited liability company,

                                 SLC INDIANAPOLIS LLC,
                                 a Delaware limited liability company,

                                 STARWOOD MANAGEMENT COMPANY, LLC, a
                                 Delaware limited liability company,

                                 By:   SLC Operating Limited Partnership,
                                       a Delaware limited partnership, the
                                       managing member of each of the
                                       above listed entities

                                 By:   Starwood Hotels & Resorts
                                       Worldwide, Inc., a Maryland
                                       corporation, its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Executive Vice President & Chief
                                           Financial Officer

                                 SLC OPERATING LIMITED PARTNERSHIP,
                                 a Delaware limited partnership,

                                 By:   Starwood Hotels & Resorts
                                       Worldwide, Inc.,  a Maryland corporation,
                                       its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Executive Vice President & Chief
                                           Financial Officer


                                      -96-
<PAGE>
                                 MILWAUKEE BROOKFIELD LP,
                                 a Wisconsin limited partnership,

                                 By:   SLC Operating Limited Partnership,
                                       a Delaware limited partnership, the
                                       general partner of each of the
                                       above listed entities

                                 By:   Starwood Hotels & Resorts
                                       Worldwide, Inc., a Maryland
                                       corporation, its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Executive Vice President & Chief
                                           Financial Officer

                                 ITT BROADCASTING CORP.,
                                 a Delaware corporation

                                 By: /s/ JARED T. FINKELSTEIN
                                     ------------------------
                                       Jared T. Finkelstein
                                       Vice President & Assistant Secretary


                                 THE SHERATON CORPORATION
                                 (f/k/a ITT Sheraton Corporation), a
                                 Delaware corporation,

                                 DESTINATION SERVICES OF SCOTTSDALE, INC.,
                                 a Delaware corporation,

                                 GENERAL FIDUCIARY CORPORATION,
                                 a Massachusetts corporation,

                                 GLOBAL CONNEXTIONS INC.,
                                 a Delaware corporation,

                                 STARWOOD RESERVATIONS CORPORATION (f/k/a
                                 ITT Sheraton Reservations Corporation),
                                 a Delaware corporation,

                                 MANHATTAN SHERATON CORPORATION,
                                 a New York corporation,

                                 SAN DIEGO SHERATON CORPORATION,
                                 a Delaware corporation,

                                 SAN FERNANDO SHERATON CORPORATION,
                                 a Delaware corporation,


                                      -97-
<PAGE>
                                 SHERATON 45 PARK CORPORATION,
                                 a Delaware corporation,

                                 SHERATON ASIA-PACIFIC CORPORATION,
                                 a Delaware corporation,

                                 SHERATON BOSTON CORPORATION
                                 a Massachusetts corporation,

                                 SHERATON CALIFORNIA CORPORATION,
                                 a Delaware corporation,

                                 SHERATON FLORIDA CORPORATION,
                                 a Delaware corporation,

                                 SHERATON HARBOR ISLAND CORPORATION,
                                 a Delaware corporation,

                                 SHERATON HAWAII HOTELS CORPORATION,
                                 a Hawaii corporation,

                                 SHERATON INTERNATIONAL, INC.,
                                 a Delaware corporation,

                                 SHERATON INTERNATIONAL DE MEXICO, INC.,
                                 a Delaware corporation,

                                 SHERATON MANAGEMENT LLC (f/k/a Sheraton
                                 Management Corporation),
                                 a Delaware corporation,

                                 SHERATON OVERSEAS MANAGEMENT CORPORATION,
                                 a Delaware corporation,

                                 SHERATON WARSAW CORPORATION,
                                 a Delaware corporation,

                                 SHERATON MIAMI CORPORATION,
                                 a Delaware corporation,

                                 SHERATON MIDDLE EAST MANAGEMENT
                                 CORPORATION,
                                 a Delaware corporation,


                                      -98-
<PAGE>
                                 SHERATON NEW YORK CORPORATION,
                                 a New York corporation,

                                 SHERATON OVERSEAS TECHNICAL SERVICES
                                 CORPORATION,
                                 a Delaware corporation,

                                 SHERATON PEACHTREE CORPORATION,
                                 a Delaware corporation,

                                 SHERATON PHOENICIAN CORPORATION,
                                 a Delaware corporation,

                                 SHERATON SAVANNAH CORPORATION,
                                 a Delaware corporation,

                                 ST. REGIS SHERATON CORPORATION,
                                 a New York corporation,

                                 WORLDWIDE FRANCHISE SYSTEMS, INC.,
                                 a Delaware corporation,

                                 SHERATON VERMONT CORPORATION,
                                 a Vermont corporation

                                 By: /s/ JARED T. FINKELSTEIN
                                     ------------------------
                                     Jared T. Finkelstein
                                     Vice President & Assistant Secretary

                                 HUDSON SHERATON CORPORATION LLC,
                                 a Delaware limited liability company

                                 By:   The Sheraton Corporation (f/k/a ITT
                                       Sheraton Corporation), a Delaware
                                       corporation, its managing member

                                       By: /s/ JARED T. FINKELSTEIN
                                           ------------------------
                                           Jared T. Finkelstein
                                           Vice President & Assistant
                                           Secretary

                                 ITT MSG, INC.,
                                 a Delaware corporation

                                 By: /s/ JARED T. FINKELSTEIN
                                     ------------------------
                                     Jared T. Finkelstein
                                     Vice President & Assistant Secretary


                                      -99-
<PAGE>
                                 W&S DENVER CORP.,
                                 a Delaware corporation,

                                 W&S REALTY CORPORATION OF DELAWARE,
                                 a Delaware corporation,

                                 BENJAMIN FRANKLIN HOTEL, INC.,
                                 a Washington corporation,

                                 LAUDERDALE HOTEL COMPANY,
                                 a Delaware corporation,

                                 WESTIN BAY HOTEL COMPANY,
                                 a Delaware corporation,

                                 CINCINNATI PLAZA COMPANY,
                                 a Delaware corporation,

                                 SOUTH COAST WESTIN HOTEL COMPANY,
                                 a Delaware corporation,

                                 TOWNHOUSE MANAGEMENT INC.,
                                 a Delaware corporation,

                                 WVC RANCHO MIRAGE, INC.,
                                 a Delaware corporation,

                                 WESTIN ASSET MANAGEMENT COMPANY,
                                 a Delaware corporation,

                                 W&S ATLANTA CORP.,
                                 a Delaware corporation,

                                 By: /s/ JARED T. FINKELSTEIN
                                     ------------------------
                                     Jared T. Finkelstein
                                     Vice President & Assistant Secretary


                                     -100-
<PAGE>
                                 WESTIN SEATTLE HOTEL COMPANY,
                                 a Washington general partnership,

                                 By:   Benjamin Franklin Hotel, Inc.,
                                       its general partner

                                       By: /s/ JARED T. FINKELSTEIN
                                           ------------------------
                                           Jared T. Finkelstein
                                           Vice President & Assistant Secretary

                                 By:   W&S Realty Corporation of Delaware,
                                       its general partner

                                       By: /s/ JARED T. FINKELSTEIN
                                           ------------------------
                                           Jared T. Finkelstein
                                           Vice President & Assistant Secretary

                                 WESTIN PREMIER, INC.,
                                 a Delaware corporation,

                                 WESTIN VACATION MANAGEMENT CORPORATION,
                                 a Delaware corporation,

                                 STARWOOD VACATION EXCHANGE COMPANY (f/k/a
                                 Westin Vacation Exchange Company), a
                                 Delaware corporation

                                 By: Starwood Hotels & Resorts Worldwide, Inc.,
                                     a Maryland corporation, the sole
                                     stockholder of each of the above
                                     listed entities

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Executive Vice President & Chief
                                           Financial Officer

                                 W&S LAUDERDALE CORP.,
                                 a Delaware corporation,

                                 W&S SEATTLE CORP.,
                                 a Delaware corporation,

                                 By:   SLT Realty Limited Partnership, a
                                       Delaware limited partnership, the
                                       sole stockholder of each of the
                                       above listed entities


                                     -101-
<PAGE>
                                 By:   Starwood Hotels & Resorts, a
                                       Maryland real estate investment
                                       trust, its general partner

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President & Chief
                                           Financial Officer

                                 DATA MARKETING ASSOCIATES EAST, INC.,
                                 a Florida corporation,

                                 P.O.C. REALTY, INC.,
                                 a Colorado corporation,

                                 STARWOOD VACATION SERVICES, INC. (f/k/a
                                 Vacation Marketing Services, Inc. ),
                                 a Florida corporation,

                                 SVO TRADEMARK, INC. (f/k/a VCH Trademark,
                                 Inc.),
                                 a Florida corporation,

                                 VACATION TITLE SERVICES, INC.,
                                 a Florida corporation,

                                 VACATIONWORKS, INC.,
                                 a Florida corporation,

                                 VCH COMMUNICATIONS, INC.,
                                 a Florida corporation,

                                 VCH CONSULTING, INC.,
                                 a Florida corporation,

                                 VCH PORTFOLIO SERVICES, INC.,
                                 a Florida corporation,

                                 VCH SALES, INC.,
                                 a Florida corporation,

                                 VCH SYSTEMS, INC.,
                                 a Florida corporation,

                                 VCM OAKS, INC.,
                                 a Florida corporation,

                                 SVO VISTANA VILLAGES, INC.
                                 (f/k/a VDI2, Inc.),


                                     -102-
<PAGE>
                                 a Florida corporation,

                                 VISTANA ACCEPTANCE CORP.,
                                 a Florida corporation,

                                 VISTANA CAVE CREEK, INC.
                                 an Arizona corporation,

                                 VISTANA DEVELOPMENT, INC.,
                                 a Florida corporation d/b/a
                                 Vistana Development, Ltd.,

                                 SVO EAST, INC. (f/k/a Vistana East, Inc.),
                                 a Florida corporation,

                                 SVO INTERNATIONAL, INC.
                                 (f/k/a Vistana International, Inc.),
                                 a Florida corporation,

                                 SVO MANAGEMENT, INC.
                                 (f/k/a Vistana Management, Inc.),
                                 a Florida corporation d/b/a
                                 Vistana Management, Ltd.,

                                 SVO MB MANAGEMENT, INC.,
                                 a South Carolina corporation,

                                 VISTANA NJ, INC.,
                                 a New Jersey corporation,

                                 VISTANA OP INVESTMENT, INC.,
                                 a Florida corporation,

                                 VISTANA PSL, INC.,
                                 a Florida corporation,

                                 VISTANA SCOTTSDALE MANAGEMENT, INC., an
                                 Arizona corporation,

                                 SVO WEST, INC. (f/k/a Vistana West, Inc.),
                                 a Florida corporation,

                                 POINTS OF COLORADO, INC.,
                                 a Colorado corporation,


                                     -103-
<PAGE>
                                 STARWOOD VACATION OWNERSHIP, INC.
                                 (f/k/a Vistana, Inc.), a Florida
                                 corporation

                                 By: /s/ RONALD C. BROWN
                                     -------------------
                                     Ronald C. Brown
                                     Vice President

                                 SVO PACIFIC, INC.
                                 (f/k/a Vistana Pacific, Inc.), a Florida
                                 corporation

                                 By: /s/ RONALD C. BROWN
                                     -------------------
                                     Ronald C. Brown
                                     Vice President

                                 SVO ARIZONA, INC.,
                                 an Arizona corporation

                                 By: /s/ RONALD C. BROWN
                                     -------------------
                                     Ronald C. Brown
                                     Vice President

                                 SVO CALIFORNIA, INC.,
                                 an California corporation

                                 By: /s/ RONALD C. BROWN
                                     -------------------
                                     Ronald C. Brown
                                     Vice President

                                 SVO CALIFORNIA MANAGEMENT, INC.,
                                 an California corporation

                                 By: /s/ RONALD C. BROWN
                                     -------------------
                                     Ronald C. Brown
                                     Vice President

                                 SUCCESS OF ARIZONA, L.L.C.,
                                 an Arizona limited liability company,

                                 SUCCESS OF COLORADO, L.L.C.,
                                 a Nevada limited liability company,


                                     -104-
<PAGE>
                                 FIESTA VACATIONS, L.L.C.,
                                 an Arizona limited liability company,

                                 By:   SVO West, Inc. (f/k/a Vistana West,
                                       Inc.),
                                       a Florida corporation, its Manager

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President

                                 SUCCESS DEVELOPMENTS, L.L.C.,
                                 an Arizona limited liability company

                                 By:   Points of Colorado, Inc., a Colorado
                                       corporation, its Manager

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President

                                 SUCCESS OF COLORADO REALTY, L.L.C.,
                                 a Nevada limited liability company

                                 By:   Success of Colorado, L.L.C., a
                                       Nevada limited liability company, a
                                       member

                                 By:   SVO West, Inc. (f/k/a Vistana West,
                                       Inc.), a Florida corporation, its
                                       Manager

                                       By: /s/ RONALD C. BROWN
                                           -------------------
                                           Ronald C. Brown
                                           Vice President


                                     -105-
<PAGE>
                                 STARWOOD HOTELS & RESORTS,
                                 a Maryland real estate investment trust

                                 By: /s/ KENNETH S. SIEGEL
                                     ---------------------
                                     Kenneth S. Siegel
                                     Vice President, General Counsel
                                     & Secretary


                                     -106-