<PAGE>
                                                                     EXHIBIT 4.1

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                        SERVICE CORPORATION INTERNATIONAL





                              THE BANK OF NEW YORK





                                   ----------





                                Senior Indenture


                          Dated as of February 1, 1993






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                               Table of Contents
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                                                ARTICLE ONE
                                                DEFINITIONS

Section 1.1       .....................................................................................1

                                                ARTICLE TWO
                                                SECURITIES

Section 2.1       Forms Generally......................................................................7
Section 2.2       Form of Trustee's Certificate of Authentication......................................8
Section 2.3       Amount Unlimited; Issuable in Series.................................................8
Section 2.4       Authentication and Delivery of Securities...........................................11
Section 2.5       Execution of Securities.............................................................13
Section 2.6       Certificate of Authentication.......................................................14
Section 2.7       Denomination and Date of Securities; Payments of Interest...........................14
Section 2.8       Registration, Transfer and Exchange.................................................15
Section 2.9       Mutilated, Defaced, Destroyed, Lost and Stolen Securities...........................17
Section 2.10      Cancellation of Securities; Disposition Thereof.....................................18
Section 2.11      Temporary Securities................................................................18
Section 2.12      Computation of Interest.............................................................18

                                              ARTICLE THREE
                                         COVENANTS OF THE ISSUER

Section 3.1       Payment of Principal and Interest...................................................18
Section 3.2       Office for Notices and Payments, etc................................................18
Section 3.3       No Interest Extension...............................................................19
Section 3.4       Appointments to Fill Vacancies in Trustee's Office..................................19
Section 3.5       Provision as to Paying Agent........................................................19
Section 3.6       Limitation on Liens.................................................................20
Section 3.7       Limitation on Sale and Leaseback Arrangements.......................................21
Section 3.8       Corporate Existence.................................................................22
Section 3.9       Maintenance of Properties...........................................................22
Section 3.10      Payment of Taxes and Other Claims...................................................22

                                              ARTICLE FOUR
                   SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 4.1       Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders..22
Section 4.2       Preservation and Disclosure of Securityholders Lists................................23
Section 4.3       Reports by the Issuer...............................................................24
Section 4.4       Reports by the Trustee..............................................................25
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                                                ARTICLE FIVE
                    REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.1       Events of Default ..................................................................26
Section 5.2       Payment of Securities on Default; Suit Therefor ....................................29
Section 5.3       Application of Moneys Collected by Trustee .........................................30
Section 5.4       Proceedings by Securityholders .....................................................31
Section 5.5       Proceedings by Trustee .............................................................31
Section 5.6       Remedies Cumulative and Continuing .................................................32
Section 5.7       Direction of Proceedings; Waiver of Defaults by Majority of Securityholders ........32
Section 5.8       Notice of Defaults .................................................................32
Section 5.9       Undertaking to Pay Costs ...........................................................33

                                                ARTICLE SIX
                                          CONCERNING THE TRUSTEE

Section 6.1       Duties and Responsibilities of the Trustee; During Default; Prior to Default .......33
Section 6.2       Certain Rights of the Trustee ......................................................34
Section 6.3       Trustee Not Responsible for Recitals, Disposition of Securities or Application
                  of Proceeds Thereof ................................................................35
Section 6.4       Trustee and Agents May Hold Securities; Collections, etc. ..........................35
Section 6.5       Moneys Held by Trustee .............................................................36
Section 6.6       Compensation and Indemnification of Trustee and Its Prior Claim ....................36
Section 6.7       Right of Trustee to Rely on Officer's Certificate, etc. ............................36
Section 6.8       Qualification of Trustee; Conflicting Interests ....................................36
Section 6.9       Persons Eligible for Appointment as Trustee ........................................42
Section 6.10      Resignation and Removal; Appointment of Successor Trustee ..........................43
Section 6.11      Acceptance of Appointment by Successor Trustee .....................................44
Section 6.12      Merger, Conversion, Consolidation or Succession to Business of Trustee .............45
Section 6.13      Preferential Collection of Claims Against the Issuer ...............................45
Section 6.14      Appointment of Authenticating Agent ................................................48

                                               ARTICLE SEVEN
                                     CONCERNING THE SECURITYHOLDERS

Section 7.1       Evidence of Action Taken by Securityholders ........................................49
Section 7.2       Proof of Execution of Instruments and of Holding of Securities .....................50
Section 7.3       Holders to be Treated as Owners ....................................................50
Section 7.4       Securities Owned by Issuer Deemed Not Outstanding ..................................50
Section 7.5       Right of Revocation of Action Taken ................................................51
Section 7.6       Record Date for Consents and Waivers ...............................................51
</Table>



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                                                 ARTICLE EIGHT
                                            SUPPLEMENTAL INDENTURES

Section 8.1       Supplemental Indentures Without Consent of Securityholders..........................51
Section 8.2       Supplemental Indentures With Consent of Securityholders.............................52
Section 8.3       Effect of Supplemental Indenture....................................................54
Section 8.4       Documents to be Given to Trustee....................................................54
Section 8.5       Notation on Securities in Respect of Supplemental Indentures........................54

                                                 ARTICLE NINE
                     CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

Section 9.1       Issuer May Consolidate, etc., on Certain Terms......................................54
Section 9.2       Securities to be Secured in Certain Events..........................................55
Section 9.3       Successor Corporation to be Substituted.............................................55
Section 9.4       Opinion of Counsel to be Given Trustee..............................................56

                                                 ARTICLE TEN
                         SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.1      Satisfaction and Discharge of Indenture.............................................56
Section 10.2      Application by Trustee of Funds Deposited for Payment of Securities.................58
Section 10.3      Repayment of Moneys Held by Paying Agent............................................58
Section 10.4      Return of Moneys Held by Trustee and Paying Agent Unclaimed for
                  Two Years...........................................................................59
Section 10.5      Indemnity for U.S. Government Obligations...........................................59

                                              ARTICLE ELEVEN
                                         MISCELLANEOUS PROVISIONS

Section 11.1      Partners, Incorporators, Stockholders, Officers and Directors of Issuer Exempt
                  from Individual Liability...........................................................59
Section 11.2      Provisions of Indenture for the Sole Benefit of Parties and Holders
                  of Securities.......................................................................59
Section 11.3      Successors and Assigns of Issuer Bound by Indenture.................................59
Section 11.4      Notices and Demands on Issuer, Trustee and Holders of Securities....................59
Section 11.5      Officer's Certificates and Opinions of Counsel; Statements to be
                  Contained Therein...................................................................60
Section 11.6      Payments Due on Saturdays, Sundays and Holidays.....................................61
Section 11.7      Conflict of Any Provision of Indenture with Trust Indenture Act of 1939.............61
Section 11.8      Governing Law.......................................................................61
Section 11.9      Counterparts........................................................................61
Section 11.10     Effect of Headings..................................................................62
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                                               ARTICLE TWELVE
                                REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.1      Applicability of Article............................................................62
Section 12.2      Notice of Redemption; Partial Redemptions...........................................62
Section 12.3      Payment of Securities Called for Redemption.........................................63
Section 12.4      Exclusion of Certain Securities from Eligibility for Selection for Redemption.......63
Section 12.5      Mandatory and Optional Sinking Funds................................................64
</Table>





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                             CROSS REFERENCE SHEET*


         Provisions of Trust Indenture Act of 1939 and Senior Indenture to be
dated as of February 1, 1993 between SERVICE CORPORATION INTERNATIONAL and THE
BANK OF NEW YORK, Trustee:

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<S>                                                                                         <C>
310(a)(1), (2) and (5) ....................................................................6.9
310(a)(3) and (4) .........................................................................Inapplicable
310(b) ....................................................................................6.8 and 6.10(a), (b)
............................................................................................and (d)
310(c) ....................................................................................Inapplicable
311(a) ....................................................................................6.13(a) and (c)
311(b) ....................................................................................6.13(b) and (c)
311(c)  .  ................................................................................Inapplicable
312(a) ....................................................................................4.1 and 4.2(a)
312(b) ....................................................................................4.2(a) and (b)(i) and
............................................................................................(ii)
312(c).....................................................................................4.2(c)
313(a).....................................................................................4.4(a)(i), (ii),
............................................................................................(iii), (iv), (v), (vi)
............................................................................................and (vii)
313(a)(6)..................................................................................Inapplicable
313(b)(1).  ...............................................................................Inapplicable
313(b)(2).  ...............................................................................4.4(b)
313(d)  ...................................................................................4.4(d), 314(a)
............................................................................................4.3
314(b) ....................................................................................Inapplicable
314(c)(1) and (2) .........................................................................11.5
314(c)(3)..................................................................................Inapplicable
314(d) ....................................................................................Inapplicable
314(e).....................................................................................11.5
314(f).....................................................................................Inapplicable
315(a), (c) and (d)  ......................................................................6.1
315(b).....................................................................................5.8
315(e).....................................................................................5.9
316(a)(1)..................................................................................5.7
316(a)(2)..................................................................................Not required
316(a) (last sentence) ....................................................................7.4
316(b).....................................................................................5.4
316(c).....................................................................................7.6
317(a).....................................................................................5.2
317(b).....................................................................................3.5(a)
318(a).....................................................................................11.7
</Table>

            *This Cross Reference Sheet is not part of the Indenture.


<PAGE>


         THIS SENIOR INDENTURE, dated as of February 1, 1993 between SERVICE
CORPORATION INTERNATIONAL, a Texas corporation (the "Issuer"), and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (the "Trustee"),

                                   WITNESSETH:

         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture;

         WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

         NOW, THEREFORE:

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

                                   ARTICLE ONE
                                   DEFINITIONS

         Section 1.1 For all purposes of this Indenture and of any indenture
supplemental hereto, the following terms shall have the respective meanings
specified in this Section 1.1 (except as otherwise expressly provided or unless
the context otherwise clearly requires). All other terms used in this Indenture
that are defined in the Trust Indenture Act of 1939, including terms defined
therein by reference to the Securities Act of 1933, shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of this Indenture (except as herein otherwise expressly
provided or unless the context otherwise clearly requires).

         All accounting terms used herein and not expressly defined 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 date of
execution and delivery of this Indenture.

         The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. The expressions "date of this Indenture", "date
hereof", "date as of which this Indenture is dated" and "date of execution and
delivery of this Indenture" and other expressions of similar



                                       1
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import refer to the effective date of the original execution and delivery of
this Indenture, viz. February 1, 1993.

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

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Assets" means any property of the Issuer or a Subsidiary used in
businesses in which the Issuer and its Subsidiaries are engaged at the date of
execution and delivery of this Indenture.

         "Authenticating Agent" shall have the meaning set forth in Section
6.14.

         "Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code sec. 101 et seq., or any successor statute thereto.

         "Board of Directors" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

         "Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect.

          "Business Day" means, with respect to any Security, a day that (a) in
the Place of Payment (or in any of the Places of Payment, if more than one) in
which amounts are payable, as specified in the form of such Security, and (b) in
the city in which the Corporate Trust Office is located, is not a day on which
banking institutions are authorized or required by law or regulation to close.

         "Capitalized Lease" means any lease of property where the obligations
of the lessee thereunder are required to be classified and accounted for as a
capitalized lease on a balance sheet of such lessee under generally accepted
accounting principles.

         "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 on such date.

         "Consolidated Net Worth" means, at any date, the sum of (i) the par
value (or value stated on the books of the Issuer) of the capital stock of all
classes of the Issuer (including preferred stock), plus (or minus in the case of
a deficit) (ii) the amount of the consolidated



                                       2
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surplus, whether capital or earned, of the Issuer and its Subsidiaries,
determined in accordance with generally accepted accounting principles.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust Administration.

         "Current Assets" of any Person includes all assets of such Person which
would in accordance with generally accepted accounting principles be classified
as current assets.

         "Current Liabilities" of any Person includes all liabilities of such
Person which would in accordance with generally accepted accounting principles
be classified as current liabilities.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and, if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Global Securities of such series.

         "Event of Default" means any event or condition specified as such in
Section 5.1.

         "Funded Debt" means Indebtedness for money borrowed which by its terms
matures at or is extendible or. renewable at the option of the obligor to a date
more than 12 months after the date of the creation of such Indebtedness.

         "Global Security" means a Security evidencing all or a part of a series
of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

         "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the Person in whose name such Security
is registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof.

         "Indebtedness" means, with respect to any Person,

                  (a) (i) the principal. of and interest and premium, if any, on
         indebtedness for money borrowed of such Person evidenced by bonds,
         notes, debentures or similar obligations, including any guaranty by
         such Person of any indebtedness for money borrowed of any other Person,
         whether any such indebtedness or guaranty is outstanding on the date of
         this Indenture or is thereafter created, assumed or incurred, (ii) the
         principal of and interest and premium, if any, on indebtedness for
         money borrowed, incurred, assumed or guaranteed by such Person in
         connection with the acquisition by it or any of its subsidiaries of any
         other business, properties or other assets and (iii) lease obligations
         which such Person capitalizes in accordance with Statement of Financial
         Accounting



                                       3
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         Standards No. 13 promulgated by the Financial Accounting Standards
         Board or such other generally accepted accounting principles as may be
         from time to time in effect;

                  (b) any other indebtedness of such Person, including any
         indebtedness representing the balance deferred and unpaid of the
         purchase price of any property or interest therein, including any such
         balance that constitutes a trade account payable, and any guaranty,
         endorsement or other contingent obligation of such Person in respect of
         any indebtedness of another, which is outstanding on the date of this
         Indenture or is thereafter created, assumed or incurred by such Person;
         and

                  (c) any amendments, modifications, refundings, renewals or
         extensions of any indebtedness or obligation described as Indebtedness
         in clause (a) or (b) above.

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

         The term "interest" means, when used with respect to non-interest
bearing Securities (including, without limitation, any Original Issue Discount
Security which by its terms bears interest only after maturity or upon default
in any other payment due on such Security), interest payable after maturity
(whether at stated maturity, upon acceleration or redemption or otherwise) or
after the date, if any, on which the Issuer becomes obligated to acquire a
Security, whether by purchase or otherwise.

         "Issuer" means (except as otherwise provided in Section 6.8) Service
Corporation International, a Texas corporation, and, subject to Article Nine,
its successors and assigns.

         "Issuer Order" means a written statement, request or order of the
Issuer which is signed in its name by the chairman of the Board of Directors,
the president, any vice president or the treasurer of the Issuer.

         "Non-Recourse Indebtedness" means indebtedness where (i) the holders of
such indebtedness agree that they will look solely to the property securing such
indebtedness (and to a Non-Recourse Subsidiary) for payment on or in respect of
such indebtedness, and (ii) no default with respect to such indebtedness
(including any rights which the holders thereof may have to take enforcement
action against a Non-Recourse Subsidiary) would permit (after notice or passage
of time or both), according to the terms thereof, any holder of any Indebtedness
for money borrowed of the Issuer or any Subsidiary to declare a default on such
Indebtedness for money borrowed or cause the payment thereof to be accelerated
or payable prior to its stated maturity.

         "Non-Recourse Subsidiary" means a Subsidiary or an Affiliate
established for the purpose of acquiring or investing in property securing
Non-Recourse Indebtedness and substantially all of the assets of which consist
of such property.



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         "Officer's Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5, if and to the extent required by the provisions of such Section
11.5. One of the officers signing any Officer's Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

         "Opinion of Counsel" means an opinion in writing signed by the general
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall include the statements provided for in Section 11.5, if and to the
extent required by the provisions of such Section 11.5.

         The term "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.

         The term "original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth in the case of an Original Issue Discount Security on the face of
such Security).

         "Original Issue Discount Security" means. 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 5.1.

         "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except:

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

                  (b) Securities (other than Securities of any series as to
         which the provisions of Article Ten hereof shall not be applicable), or
         portions thereof for the payment or redemption of which moneys or U.S.
         Government Obligations (as provided for in Section 10.1) 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



                                       5
<PAGE>



                (c) Securities which shall have been paid or in substitution for
         which other Securities shall have been authenticated and delivered
         pursuant to the terms of Section 2.9 (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 aggregate 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 portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Section 5.1.

         "Paying Agent" shall have the meaning set forth in Section 3.2.

         "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, estate,
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 and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

         The term "principal" of a debt security, including any Security, means
the amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Issuer, upon any purchase or exchange at the option of the Issuer
or the holder of such debt security and upon any acceleration of the maturity of
such debt security).

         The term "principal amount" of a debt security, including any Security,
means the principal amount as set forth on the face of such debt security.

         The term "record date" shall have the meaning set forth in Section 2.7.

         "Registrar" shall have the meaning set forth in Section 3.2.

         "Responsible Officer", when used with respect to the Trustee, means any
officer assigned by the Trustee to administer its corporate trust matters.



                                       6
<PAGE>
         "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture or, as the
case may be, Securities, that have been authenticated and delivered pursuant to
this Indenture.

         "Senior Debt" means Indebtedness which is not (i) Indebtedness of the
Issuer to any Subsidiary and (ii) Indebtedness of the Issuer which by its terms
is subordinate or junior in any respect to any other Indebtedness or other
obligation of the Issuer.

         "Subsidiary" means any corporation of which the Issuer, or the Issuer
and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling any one or more of the Issuer and its
Subsidiaries to elect a majority of the directors of such corporation, either at
all times or so long as there is no default or contingency which permits the
holders of any other class or classes of securities to vote for the election of
one or more directors.

         "Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, as in force at the date as of which this Indenture
is originally executed.

         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

         "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

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

         "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

                                   ARTICLE TWO
                                   SECURITIES

         Section 2.1 Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officer's Certificate detailing such establishment) or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or




                                       7
<PAGE>
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as maybe determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

         The definitive Securities 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, as evidenced by their execution of
such Securities.

         Section 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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

                                             THE BANK OF NEW YORK, as Trustee



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

         If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
certificate of authentication which shall be substantially as follows:

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


                                             THE BANK OF NEW YORK, as Trustee




                                             By:
                                                --------------------------------
                                                    As Authenticating Agent


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


         Section 2.3 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



                                       8
<PAGE>



         The Securities may be issued in one or more series and the Securities
of each such series shall rank equally and pari passu as to the right of payment
of principal and interest, if any, with the Securities of each other series and
with all other Senior Debt of the Issuer. There shall be established in or
pursuant to one or more Board Resolutions (and to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series:

                  (1) the designation of the Securities of the series, which
         shall distinguish the Securities of the series from the Securities of
         all other series;

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 2.8, 29, 2.11, 8.5 or
         12.3);

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

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, the date or dates on which any such interest
         shall be payable and the date or dates on which a record shall be taken
         for the determination of Holders to whom any such interest is payable
         or the method by which such rate or rates or date or dates shall be
         determined or both;

                  (5) the place or places where and the manner in which the
         principal of and interest, if any, on Securities of the series shall be
         payable and the office or agency for the Securities of the series
         maintained by the Issuer pursuant to Section 3.2 (if other than as
         provided in Section 3.2);

                  (6) the right, if any, of the Issuer to redeem, purchase or
         repay Securities of the series, in whole or in part, at its option and
         the period or periods within which, the price or prices (or the method
         by which such price or prices shall be determined or both) at which,
         the form or method of payment therefor, if other than in cash and any
         terms and conditions upon which and the manner in which (if different
         from the provisions of Article Twelve) Securities of the series may be
         so redeemed, purchased or repaid, in whole or in part, pursuant to any
         sinking fund or otherwise;

                  (7) any provisions relating to the issuance of Securities of
         such series at an original issue discount (including, without
         limitation, the issue price thereof, the rate or rates at which such
         original issue discount shall accrue, if any, and the date or dates
         from or to which or period or periods during which such original issue
         discount shall accrue at such rate or rates);

                  (8) the obligation, if any, of the Issuer to redeem, purchase
         or repay Securities of the series, in whole or in part, pursuant to any
         mandatory redemption, sinking fund or analogous provisions or at the
         option of a Holder thereof and the period



                                       9
<PAGE>



         or periods within which, the price or prices (or the method by which
         such price or prices shall be determined or both) at which, the form or
         method of payment therefor if other than in cash and any terms and
         conditions upon which and the manner in which (if different from the
         provisions of Article Twelve) Securities of the series shall be
         redeemed, purchased or repaid, in whole or in part, pursuant to such
         obligation;

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

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon acceleration of the maturity thereof;

                  (11) whether Securities of the series will be issuable as
         Global Securities;

                  (12) if the Securities of such series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         the form and terms of such certificates, documents or conditions;

                  (13) any trustees, depositaries, authenticating or paying
         agents, transfer agents or registrars or any other agents with respect
         to the Securities of such series;

                  (14) any deleted, modified or additional events of default or
         remedies or any additional covenants with respect to the Securities of
         such series;

                  (15) whether the provisions of Section 10.1(C) will be
         applicable to Securities of such series;

                  (16) if the amounts of payments of principal and interest on
         the Securities of such series are to be determined with reference to an
         index, the manner in which such amounts shall be determined; and

                  (17) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officer's Certificate referred to above or as set
forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any such indenture
supplemental hereto.

         Any such Board Resolution or Officer's Certificate referred to above
with respect to Securities of any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of this Indenture for all purposes relating to Securities of



                                       10
<PAGE>



such series as fully as if such Board Resolution or Officer's Certificate were.
set forth herein in full.

         Section 2.4 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of, the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by
an Issuer Order. The maturity date, original issue date, interest rate, if any,
and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. In authenticating the Securities
of such series and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at or before
the time of the first request of the Issuer to the Trustee to authenticate
Securities of such series) and (subject to Section 6.1) shall be fully protected
in relying upon, unless and until such documents have been superseded or
revoked:

                           (1) an Issuer Order requesting such authentication
                  and setting forth delivery instructions if the Securities of
                  such series are not to be delivered to the Issuer, provided
                  that, with respect to Securities of a series subject to a
                  Periodic Offering, (a) such Issuer Order may be delivered by
                  the Issuer to the Trustee prior to the delivery to the Trustee
                  of such Securities for authentication and delivery, (b) the
                  Trustee shall authenticate and deliver Securities of such
                  series for original issue from time to time, in an aggregate
                  principal amount not exceeding the aggregate principal amount
                  established for such series, pursuant to an Issuer Order or
                  pursuant to procedures acceptable to the Trustee as may be
                  specified from time to time by an Issuer Order, (c) the
                  maturity date or dates, original issue date or dates, interest
                  rate or rates, if any, and any other terms of Securities of
                  such series shall be determined by an Issuer Order or pursuant
                  to such procedures, (d) if provided for in such procedures,
                  such Issuer Order may authorize authentication and delivery
                  pursuant to electronic instructions from the Issuer or its
                  duly authorized agent or agents and (e) after the original
                  issuance of the first Security of such series to be issued,
                  any separate request by the-Issuer that the Trustee
                  authenticate Securities of such series for original issuance
                  will be deemed to be a certification by the Issuer that it is
                  in compliance with all conditions precedent provided for in
                  this Indenture relating to the authentication and delivery of
                  such Securities;

                           (2) the Board Resolution, Officer's Certificate or
                  executed supplemental indenture referred to in Sections 2.1
                  and 2.3 by or pursuant to which the form or forms and terms of
                  the Securities of such series were established;

                           (3) an Officer's Certificate setting forth the form
                  or forms and terms of the Securities stating that the form or
                  forms and terms of the Securities have been established
                  pursuant to Sections 2.1 and 2.3 and comply with this
                  Indenture and covering such other matters as the Trustee may
                  reasonably request; and



                                       11
<PAGE>



                           (4) at the option of the Issuer, either an Opinion of
                  Counsel, or a letter from legal counsel addressed to the
                  Trustee permitting it to rely on an Opinion of Counsel,
                  substantially to the effect that:

                                    (a) the form or forms of the Securities of
                           such series have been duly authorized and established
                           in conformity with the provisions of this Indenture;

                                    (b) in the case of an underwritten offering,
                           the terms of the Securities of such series have been
                           duly authorized and established in conformity with
                           the provisions of this Indenture, and, in the case of
                           an offering that is not underwritten, certain terms
                           of the Securities of such series have been
                           established pursuant to a Board Resolution, an
                           Officer's Certificate or a supplemental indenture in
                           accordance with this Indenture, and when such other
                           terms as are to be established pursuant to procedures
                           set forth in an Issuer Order shall have been
                           established, all such terms will have been duly
                           authorized by the Issuer and will have been
                           established in conformity with the provisions of this
                           Indenture;

                                    (c) when the Securities of such series have
                           been executed by the Issuer and authenticated by the
                           Trustee in accordance with the provisions of this
                           Indenture and delivered to and duly paid for by the
                           purchasers thereof, they will have been duly issued
                           under this Indenture and will be valid and legally
                           binding obligations of the Issuer, enforceable in
                           accordance with their respective terms, and will be
                           entitled to the benefits of this Indenture; and

                                    (d) the execution and delivery by the Issuer
                           of, and the performance by the Issuer of its
                           obligations under, the Securities of such series will
                           not contravene any provision of applicable law or the
                           articles of incorporation or by-laws of the Issuer or
                           any agreement or other instrument binding upon the
                           Issuer or any of its Subsidiaries that is material to
                           the Issuer and its Subsidiaries, considered as one
                           enterprise, or, to such counsel's knowledge after the
                           inquiry indicated therein, any judgment, order or
                           decree of any governmental agency or any court having
                           jurisdiction over the Issuer or any Subsidiary, and
                           no consent, approval or authorization of any
                           governmental body or agency is required for the
                           performance by the Issuer of its obligations under
                           the Securities, except such as are specified and have
                           been obtained and such as may be required by the
                           securities or blue sky laws of the various states in
                           connection with the offer and sale of the Securities.

         In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered



                                       12
<PAGE>



in a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of Texas and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes that both such counsel and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Issuer and its Subsidiaries and certificates of
public officials.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 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 or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would adversely affect the
Trustee's own rights, duties or immunities under the Securities, this Indenture
or otherwise.

         If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

         Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

         Section 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the chairman of the Board of Directors, the president,
any vice president or the treasurer of the Issuer, under its corporate seal
which may, but need not, be attested by its secretary or one of its assistant
secretaries. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Issuer may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.



                                       13
<PAGE>



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

         Section 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories or its Authenticating Agent, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee, or its Authenticating Agent, 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. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

         Section 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
any integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication
thereof.

         Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest, if any, shall be payable on the dates, established as contemplated by
Section 2.3.

         The Person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities for such series are
registered (a) at the close of business on a subsequent record date (which shall
be not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of Securities not less than 15 days preceding such
subsequent record date or (b) as determined by such other procedure as is
mutually acceptable to the Issuer and the Trustee. The term "record date" as
used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date
specified as such in the terms of the Securities of such series established as
contemplated by Section 2.3, or, if no such date is so established, if such
interest payment date is the first day of a calendar month, the fifteenth day of
the next preceding calendar



                                       14
<PAGE>



month or, if such interest payment date is the fifteenth day of a calendar
month, the first day of such calendar month, whether or not such record date is
a Business Day.

         Section 2.8 Registration, Transfer and Exchange. The Issuer will keep
at the office of each Registrar for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will provide for the registration of Securities of each series and the
registration of transfer of Securities of such series. Each such register shall
be in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection and available for copying by
the Trustee.

         Upon due presentation for registration of transfer of any Security of
any series at the office of any Registrar, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series, maturity date,
interest rate, if any, and original issue date in authorized denominations for a
like aggregate principal amount.

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

         At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the office of the Registrar.

         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 of Securities. No service charge shall be made for any
such transaction or for any exchange of Securities of any series as contemplated
by the immediately preceding paragraph.

         The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities. of such
series to be redeemed, (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Security
if the Holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Security in whole or in part, except the portion of such
Security not required to be repurchased.

         Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.



                                       15
<PAGE>



         If at any time the Depositary for any Securities of a series
represented by. one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that
such Securities be represented by one or more Global Securities shall no longer
be effective and the Issuer shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities is exchange for such Global Security or
Securities.

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

         If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

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

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

         Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant to
this Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver at its office such Securities to or as directed by the
Persons in whose names such Securities are so registered.



                                       16
<PAGE>



         All Securities issued upon any transfer or exchange of Securities shall
be valid and legally binding obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

         Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver a new Security of the same series, maturity date, interest rate, if
any, and. original issue date, bearing a number or other distinguishing symbol
not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be, required by
the Trustee to indemnify and defend and to save each of the Trustee and the
Issuer harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof and in the case of mutilation or defacement, shall surrender
the Security to the Trustee or such agent.

         Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee or its agent) connected therewith. In case any
Security 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, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as any of them may require to hold 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 the Trustee's satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section 2.9 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 shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.





                                       17
<PAGE>



         Section 2.10 Cancellation of Securities, Disposition Thereof. All
Securities surrendered for payment, purchase, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee or its agent
shall dispose of cancelled Securities held by it, or hold such Securities in
accordance with its standard retention policy, and deliver a certificate of
disposition or retention to the Issuer. If the Issuer or its agent 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 or its agent for cancellation.

         Section 2.11 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 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 as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references 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. 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 at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section 2.3.

         Section 2.12 Computation of Interest. Except as otherwise specified as
contemplated by Section 2.1 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.

                                  ARTICLE THREE
                             COVENANTS OF THE ISSUER

         Section 3.1 Payment of Principal and Interest. The Issuer covenants and
agrees that it will duly and punctually pay or cause to be paid the principal of
and interest, if any, on each of the Securities at the place, at the respective
times and in the manner provided in the Securities.

         Section 3.2 Office for Notices and Payments, etc. So long as any of the
Securities are Outstanding, the Issuer will maintain in each Place of Payment,
an office or agency where the



                                       18
<PAGE>



Securities may be presented for payment ("Paying Agent"), an office or agency
where the Securities may be presented for registration of transfer and for
exchange ("Registrar") as in this Indenture provided, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as Registrar, Paying
Agent and as the agent upon whom notices and demands may be served with respect
to the Securities.

         Section 3.3 No Interest Extension. In order to prevent any accumulation
of claims for interest after maturity thereof, the Issuer will not directly or
indirectly extend or consent to the extension of the time for the payment of any
claim for interest on any of the Securities and will not directly or indirectly
be a party to or approve any such arrangement by the purchase or funding of said
claims or in any other manner, provided, however, that this Section 3.3 shall
not apply in any case where an extension shall be made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding.

         Section 3.4 Appointments to Fill Vacancies in Trustee's Office. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

         Section 3.5 Provision as to Paying Agent.

                  (a) if the Issuer shall appoint a Paying Agent other than the
         Trustee, it will cause such Paying Agent to execute and deliver to the
         Trustee an instrument in which such agent shall agree with the Trustee,
         subject to the provisions. of this Section 3.5,

                           (1) that it will hold all sums held by it as such
                  agent for the payment of the principal of or interest, if any,
                  on the Securities (whether such sums have been paid to it by
                  the Issuer or by any other obligor on the Securities) in trust
                  for the benefit of the Holders of the Securities or the
                  Trustee; and

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

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

                  (b) If the Issuer shall act as its own Paying Agent, it will,
         on or before each due date of the principal of or interest, if any, on
         the Securities, set aside, segregate and hold in trust for the benefit
         of the Holders of the Securities a sum sufficient to pay such principal
         or interest, if any, so becoming due and will notify the Trustee of any
         failure to take such action and of any failure by the Issuer (or by any
         other obligor under the



                                       19
<PAGE>



         Securities) to make any payment of the principal of or interest, if
         any, on the Securities when the same shall become due and payable.

                  (c) Anything in this Section 3.5 to the contrary
         notwithstanding, the Issuer may, at any time, for the purpose, of
         obtaining a satisfaction and discharge of this Indenture, or for any
         other reason, pay or cause to be paid to the Trustee all sums held in
         trust by it, or any Paying Agent hereunder, as required by this Section
         3.5, such sums to be held by the Trustee upon the trusts herein
         contained.

                  (d) Anything in this Section 3.5 to the contrary
         notwithstanding, any agreement of the Trustee or any Paying Agent to
         hold sums in trust as provided in this Section 3.5 is subject to
         Sections 10.3 and 10.4.

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

         Section 3.6 Limitation on Liens. The Issuer will not mortgage, pledge,
encumber or subject to any lien or security interest, and no Subsidiary will
mortgage, pledge, encumber or subject to any lien or security interest to secure
any obligation of the Issuer or any obligation of any Subsidiary (other than
obligations owing to the Issuer or a wholly-owned Subsidiary) any assets,
whether owned on February 1, 1993, or thereafter acquired, without effectively
providing that the Securities (for this purpose, if the Securities of that
series are Original Issue Discount Securities, the principal amount of the
Securities of that series shall be computed and adjusted as may be specified in
the terms of that series) shall thereby be secured equally and ratably (computed
and adjusted as aforesaid) with (or prior to) any other obligation so secured,
unless, after giving effect thereto, the aggregate amount of all such secured
debt of the Issuer and its Subsidiaries (excluding secured Indebtedness existing
as of February 1, 1993 and any extensions, renewals or refundings thereof that
do not increase the principal amount of Indebtedness so extended, renewed or
refunded and excluding secured Indebtedness incurred pursuant to subparagraphs
(a), (b), (c) and (d) below), would not exceed 10% of Consolidated Net Worth of
the Issuer and its Subsidiaries; provided, however, that nothing in this Section
3.6 shall prevent the Issuer or any Subsidiary:

                  (a) from acquiring and retaining property subject to
         mortgages, pledges, encumbrances, liens or security interests existing
         thereon at the date of acquisition thereof, or from creating within one
         year of such acquisition mortgages, pledges, encumbrances or liens upon
         property acquired by it after the date of this Senior Indenture, as
         security for purchase money obligations incurred by it in connection
         with the acquisition of such property, whether payable to the person
         from whom such property is acquired or otherwise;

                  (b) from mortgaging, pledging, encumbering or subjecting to
         any lien or security interest Current Assets to secure Current
         Liabilities;


                                       20
<PAGE>



                  (c) from extending, renewing or refunding any Indebtedness
         secured by a mortgage, pledge, encumbrance, lien or security interest
         on the same property theretofore subject thereto, provided that the
         principal amount of such Indebtedness so extended, renewed or refunded
         shall not be increased; or

                  (d) from securing the payment of workmen's compensation or
         insurance premiums or from making good faith pledges or deposits in
         connection with bids, tenders, contracts (other than contracts for the
         payment of money) or leases, deposits to secure public or statutory
         obligations, deposits to secure surety or appeal bonds, pledges or
         deposits in connection with contracts made with or at the request of
         the United States Government or any agency thereof, or pledges or
         deposits for similar purposes in the ordinary course of business.

         Section 3.7 Limitation on Sale and Leaseback Arrangements. Neither the
Issuer nor any Subsidiary will enter into any transaction with any bank,
insurance company or other lender or investor, or to which any such lender or
investor is a party, providing for the leasing to the Issuer or a Subsidiary of
any real property (except a lease for a temporary period not to exceed three
years by the end of which it is intended that the use of such real property by
the lessee will be discontinued) which has been or is to be sold or transferred
by the Issuer or such Subsidiary to such lender or investor or to any person to
whom funds have been or are to be advanced by such lender or investor on the
security of such real property unless, either:

                  (1) such transaction is the substantial equivalent of a
         mortgage, pledge, encumbrance, lien or security interest which the
         Issuer or any Subsidiary would have been permitted to create under
         Section 3.6 without equally and ratably securing the Securities, or

                  (2) the Issuer within 120 days after such transaction applied
         (and in any such case the Issuer covenants that it will so apply) an
         amount equal to the greater of (i) the net proceeds of the sale of the
         real property leased pursuant to such transaction or (ii) the fair
         value of the real property so leased at the time of entering into such
         transaction (as determined by the Board of Directors), to the
         retirement of Funded Debt of the Issuer, provided that the amount to be
         applied to the retirement of Funded Debt of the Issuer shall be reduced
         by:

                  (a) the principal amount of any Securities (for this purpose
         if the Securities of that series are Original Issue Discount
         Securities, the principal amount of the Outstanding Securities of that
         series shall be computed and adjusted as may be specified in the terms
         of that series) delivered within 120 days after such sale to the
         Trustee for retirement and cancellation, together with an Officer's
         Certificate stating that the Issuer has elected to have credited
         against such retirement of Funded Debt the principal amount of
         Securities so delivered and that such Securities do not include any
         Securities theretofore redeemed or called for redemption, and

                  (b) the principal amount of Funded Debt, other than
         Securities, voluntarily retired by the Issuer within 120 days after
         such sale; provided that no retirement referred



                                       21
<PAGE>



         to in this clause (2) may be effected by payment at maturity or
         pursuant to any mandatory sinking fund payment or any mandatory
         prepayment provision.

         Section 3.8 Corporate Existence. Subject to, and except as otherwise
provided in, Article Nine, the Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
and franchise to be a corporation, and will remain qualified as a foreign
corporation in good standing in each jurisdiction wherein the ownership of its
assets or the conduct of its business requires it to be so qualified, except
where the failure to so qualify would not have a material adverse effect on the
Issuer and its Subsidiaries taken as a whole.

         Section 3.9 Maintenance of Properties. The Issuer will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Issuer may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Issuer from discontinuing the operation or maintenance of any of such properties
if such discontinuance is, in the judgment of the Issuer, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

         Section 3.10 Payment of Taxes and Other Claims. The Issuer will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuer or any Subsidiary, provided, however, that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

                                  ARTICLE FOUR
         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

         Section 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require containing all
the information in the possession or control of the Company or any of its Paying
Agents other than the Trustee regarding the names and addresses of the Holders
of the Securities of each series as of a date not more than 15 days prior to the
time such list is furnished:

                  (a) semiannually and not more than 15 days after each January
         1 and July 1; 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;



                                       22
<PAGE>



provided that if and so long as the Trustee shall be the Registrar for such
series, such list shall not be required to be furnished.

         Section 4.2 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 (i) contained in the most
         recent list furnished to it as provided in Section 4.1, and (ii)
         received by it in the capacity of Registrar or Paying Agent for such
         series, if so acting. The Trustee may destroy any list furnished to it
         as provided in Section 4.1 upon receipt of a new list so furnished.

                  (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 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 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, at 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 4.2; or

                           (ii) inform such applicants as to the approximate
                  number of Holders of Securities of such series or of 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 4.2, 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 Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, 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 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 of all Securities, 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



                                       23
<PAGE>



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 and the Trustee that neither
         the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
         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
         4.2, 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 4.3 Reports by the Issuer. The Issuer covenants:

                  (a) to file with the Trustee, 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; 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 in respect of a debt
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

                  (b) to file with the Trustee 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;

                  (c) to transmit by mail to the Holders of Securities within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in Section 4.4(c), such summaries of any
         information, documents and reports required to be filed by the Issuer
         pursuant to subsections (a) and (b) of this Section 4.3 as may be
         required to be transmitted to such Holders by rules and regulations
         prescribed from time to time by the Commission; and

                  (d) furnish to the Trustee, not less than annually, a brief
         certificate from the principal executive officer, principal financial
         officer or principal accounting officer as to his knowledge of the
         Issuer's compliance with all conditions and covenants under this



                                       24
<PAGE>



         Indenture. For purposes of this subsection (d), such compliance shall
         be determined without regard to any period of grace or requirement of
         notice provided under this Indenture.

         Section 4.4 Reports by the Trustee.

                  (a) Within 60 days after September 15 of each year commencing
         with the year 1993, the Trustee shall transmit by mail to the Holders
         of Securities, as provided in subsection (c) of this Section 4.4, a
         brief report dated as of such September 15 with respect to any of the
         following events which may have occurred within the last 12 months (but
         if no such event has occurred within such period, no report need be
         transmitted):

                           (i) any change to its eligibility under Section 6.9
                  and its qualification under Section 6.8;

                           (ii) the creation of, or any material change to, a
                  relationship specified in paragraph (i) through (x) of Section
                  6.8(c);

                           (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
                  all Securities Outstanding on the date of such report;

                           (iv) the amount, interest rate, if any, and maturity
                  date of all other indebtedness owing by the Issuer (or by any
                  other obligor on the Securities) 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
                  6.13(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 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, 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 5.8.



                                       25
<PAGE>



                  (b) The Trustee shall transmit to the Securityholders of each
         series, as provided in subsection (c) of this Section 4.4, 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 the
         last report transmitted pursuant to the provisions of subsection (a) of
         this Section 4.4 (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
         such 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 all Securities 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 Holders of Securities, as the names and
                  addresses of such Holders appear upon the registry books of
                  the Issuer, and

                           (ii) to all other Persons to whom such reports are
                  required to be transmitted pursuant to Section 313(c) of the
                  Trust Indenture Act of 1939.

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


                                  ARTICLE FIVE
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

         Section 5.1 Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one or more of the following
events, unless it is either inapplicable to a particular series or it is
specifically deleted or modified in or pursuant to the Board Resolution or
supplemental indenture establishing such series of Securities or in the form of
Security for such series:

                  (a) default in the payment of any installment of 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

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



                                       26
<PAGE>



                  (c) default in the payment or satisfaction of any sinking fund
         or other purchase obligation with respect to Securities of such series,
         as and when such obligation shall become due and payable; or

                  (d) failure on the part of the Issuer duly to observe or
         perform any other of the covenants or agreements on the part of the
         Issuer in the Securities of such series or in this Indenture continued
         for a period of 60 days after the date on which written notice of such
         failure, requiring the same to be remedied, shall have been given to
         the Issuer by the Trustee by registered or certified mail, or to the
         Issuer and the Trustee by the Holders of at least 25 percent in
         aggregate principal amount of the Securities of such series then
         Outstanding; or

                  (e) without the consent of the Issuer a court having
         jurisdiction shall enter an order for relief with respect to the Issuer
         under the Bankruptcy Code or without the consent of the Issuer a court
         having jurisdiction shall enter a judgment, order or decree adjudging
         the Issuer a bankrupt or insolvent, or enter an order for relief for
         reorganization, arrangement, adjustment or composition of or in respect
         of the Issuer under the Bankruptcy Code or applicable state insolvency
         law and the continuance of any such judgment, order or decree is
         unstayed and in effect for a period of 60 consecutive days; or

                  (f) the Issuer shall institute proceedings for entry of an
         order for relief with respect to the Issuer under the Bankruptcy Code
         or for an adjudication of insolvency, or shall consent to the
         institution of bankruptcy or insolvency proceedings against it, or
         shall file a petition seeking, or seek or consent to reorganization,
         arrangement, composition or relief under the Bankruptcy Code or any
         applicable state law, or shall consent to filing of such petition or to
         the appointment of a receiver, custodian, liquidator, assignee,
         trustee, sequestrator or similar official of the Issuer or of
         substantially all of its property, or the Issuer shall make a general
         assignment for the benefit of creditors as recognized under the
         Bankruptcy Code; or

                  (g) default under any bond, debenture, note or other evidence
         of Indebtedness for money borrowed by the Issuer or any Subsidiary or
         under any mortgage, indenture or instrument under which there may be
         issued or by which there may be secured or evidenced any Indebtedness
         for money borrowed by the Issuer or any Subsidiary (other than
         Non-Recourse Indebtedness), whether such Indebtedness exists on the
         date hereof or shall hereafter be created, which default shall have
         resulted in such Indebtedness becoming or being declared due and
         payable prior to the date on which it would otherwise have become due
         and payable, or any default in payment of such Indebtedness (after the
         expiration of any applicable grace periods and the presentation of any
         debt instruments, if required), if the aggregate amount of all such
         Indebtedness which has been so accelerated and with respect to which
         there has been such a default in payment shall exceed $5,000,000,
         without each such default and acceleration having been rescinded or
         annulled within a period of 30 days after there shall have been given
         to the Issuer by the Trustee by registered mail, or to the Issuer and
         the Trustee by the Holders of at least 25 percent in aggregate
         principal amount of the Securities of such series then Outstanding, a
         written notice specifying each such default and requiring the Issuer to
         cause each such default and



                                       27
<PAGE>



         acceleration to be rescinded or annulled and stating that such notice
         is a "Notice of Default" hereunder, or

                  (h) any other Event of Default provided with respect to the
         Securities of such series.

If an Event of Default with respect to Securities of any series 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 percent in
aggregate principal amount of the Securities of such series then Outstanding, by
notice in writing to the Issuer. (and to the Trustee if given by
Securityholders), may declare the unpaid principal amount (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as maybe specified in the, terms of such series) of all the
Securities of such series and the interest, if any, accrued thereon to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that, if at any time after the
unpaid principal amount (or such specified amount) of the Securities of such
series 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 all matured installments of interest, if any, upon all of
the Securities of such series and the principal of any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, if any, to the extent that payment
of such interest is enforceable under applicable law and on such principal at
the rate borne by the Securities of such series to the date of such payment or
deposit) and the reasonable compensation, disbursements, expenses and advances
of the Trustee, and any and all defaults under this Indenture, other than the
nonpayment of such portion of the principal amount of and accrued interest, if
any, on Securities of such series which shall have become due by acceleration,
shall have been cured or shall have been waived in accordance with Section 5.7
or provision deemed by the Trustee to be adequate shall have been made therefore
- then and in every such case the Holders of a majority in aggregate principal
amount of the Securities of such series then Outstanding, by written notice to
the Issuer and to the Trustee, may rescind and annual such declaration and its
consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequence thereon. If
any Event of Default with respect to the Issuer specified in Section 5.1(e) or
5.1(f) occurs, the unpaid principal amount (or, if the Securities of any series
then Outstanding are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of each such series) and
accrued interest on all Securities of each series then Outstanding shall ipso
facto become and be immediately due and payable without any declaration or other
act by the Trustee or any Securityholder.

         If 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, the
Trustee and the Securityholders shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceeding had been taken.



                                       28
<PAGE>



         Except with respect to an Event of Default pursuant to Section 5.1(a),
(b) or (c), the Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to a Responsible
Officer by the Issuer, a Paying Agent or any Securityholder.

         Section 5.2 Payment of Securities on Default Suit Therefor. The Issuer
covenants that (a), if default shall be made in the payment of any installment
of interest upon any of the Securities of any series then Outstanding as and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) if default shall be made in the
payment of the principal of any of the Securities of such series as and when the
same shall have become due and payable, whether at maturity of the Securities of
such series or upon redemption or by declaration or otherwise then, upon demand
of the Trustee, the Issuer will pay to the Trustee, for the benefit of the
Holders of the Securities, the whole amount that then shall have become due and
payable on all such Securities of such series for principal or interest, if any,
or both, as the case may be, with interest upon the overdue principal and (to
the extent that payment of such interest is enforceable under applicable law)
upon the overdue installments of interest, if any, at the rate borne by the
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.

         If 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 actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or any other obligor on the
Securities of such series and collect in the manner provided by law out of the
property of the Issuer or any other obligor on the Securities of such series,
wherever situated, the moneys adjudged or decreed to be payable.

         If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect, or if a receiver or trustee or similar official
shall have been appointed for the property of the Issuer or such other obligor,
or in the case of any other similar judicial proceedings relative to the Issuer
or other obligor upon the Securities of such series, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities of such series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 5.2, shall be entitled and empowered by intervention in such
proceedings or otherwise to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of the
Securities of such series, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Securityholders
allowed in such judicial proceedings relative to the Issuer or any other obligor
on the Securities of such series, its or their creditors, or its or their
property, and to collect and receive any moneys or other property payable or
deliverable on



                                       29
<PAGE>



any such claims, and to distribute the same after the deduction of its charges
and expenses, and any receiver, assignee or trustee or similar official in
bankruptcy or reorganization is hereby authorized by each of the Securityholders
to make such payments to the Trustee, and, if the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
any amount due it for compensation and expenses, including counsel fees incurred
by it up to the date of such distribution. To the extent that such payment of
reasonable compensation, expenses and counsel fees out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
moneys, securities and other property which the Holders of the Securities of
such series may be, entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

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

         Section 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities of
any series then Outstanding shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of such series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

                  First: To the payment of costs and expenses of collection and
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and- of all other. expenses and liabilities incurred, and all
         advances made, by the Trustee pursuant to Section 6.6 except as a
         result of its negligence or bad faith;

                  Second: If the principal of the Outstanding Securities of such
         series shall not have become due and be unpaid, to the payment of
         interest, if any, on the Securities of such series, in the order of the
         maturity of the installments of such interest, if any, with interest
         (to the extent that such interest has been collected by the Trustee)
         upon the overdue installments of interest, if any, at the rate borne by
         the Securities of such series, such payment to be made ratably to the
         Persons entitled thereto;

                  Third: If the principal of the Outstanding Securities of such
         series shall have become due, by declaration or otherwise, to the
         payment of the whole amount then owing and unpaid upon the Securities
         of such series for principal and interest, if any, with interest on the
         overdue principal and (to the extent that such interest has been
         collected by the Trustee) upon overdue installments of interest, if
         any, at the rate borne by the Securities of such series; and in case
         such moneys shall be insufficient to pay in full the whole amounts so
         due and unpaid upon the Securities of such series, then to the payment
         of such principal and interest, if any, without preference or priority
         of principal over interest or of interest over principal, or of any
         installment of interest over any other installment of interest, or of



                                       30
<PAGE>



         any Security over any other Security, ratably to the aggregate of such
         principal and accrued and unpaid interest; and

                  Fourth: To the payment of any surplus then remaining to the
         Issuer, its successors or assigns, or to whomsoever may be lawfully
         entitled to receive the same.

         No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to which
it relates, or which in any manner shall have been kept alive after maturity by
an extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the consent
or approval of the Issuer shall be entitled, in case of a default hereunder, to
any benefit of this Indenture, except after prior payment in full of the
principal of all Securities of any series then Outstanding and of all claims for
interest not so transferred, pledged, kept alive, extended, purchased or funded.

         Section 5.4 Proceedings by Securityholders. No Holder of any Securities
of any series then Outstanding shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or the
Securities or for the appointment of a receiver or trustee or similar official,
or for any other remedy hereunder or thereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request to the Trustee to institute such
action, suit 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 neglected or. refused to institute any such action, suit
or proceeding, it being understood and intended, and being expressly covenanted
by the Holder of every Security of such series with every other taker and Holder
and the Trustee, that no one or more Holders of Securities of such series shall
have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture or of the Securities to affect, disturb or prejudice
the rights of any other Holder of such Securities of such series, or to obtain
or seek to obtain priority over or preference as to any other such Holder, or to
enforce any right under this Indenture or the Securities, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders of
Securities of such series.

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

         Section 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by



                                       31
<PAGE>
proceedings 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 5.6 Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

         Section 5.7 Direction of Proceeding;, Waiver of Defaults by Majority of
Securityholders. The Holders of at least a majority in aggregate principal
amount of the Securities of any series then Outstanding shall have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to Securities of such series; provided, however, that
(subject to the provisions of Section 6.1) the Trustee shall have the right to
decline to follow any such direction if the Trustee shall determine upon advice
of counsel that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, its executive
committee, or a trust committee of directors or Responsible Officers or both
shall determine that the action or proceeding so directed would involve the
Trustee in personal liability. The Holders of 66 2/3% in aggregate principal
amount of the Securities of any series then Outstanding may on behalf of the
Holders of all of the Securities of such series waive any past default or Event
of Default hereunder and its consequences except a default in the- payment of
interest, if any, on, or the principal of, the Securities of Rich series. Upon
any such waiver the Issuer, the Trustee and the Holders of the Securities of
such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default hereunder shall have been waived as permitted by this
Section 5.7, said default or Event of Default shall for all purposes of the
Securities and this Indenture be deemed to have been cured and to be not
continuing.

         Section 5.8 Notice of Defaults. The Trustee shall, within 90 days after
the occurrence of a default, with respect to Securities of any series then
Outstanding, mail to all Holders of Securities of such series, as the names and
the addresses of such Holders appear upon the Securities register, notice of all
defaults known to the Trustee with respect to such series, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 5.8 being hereby defined to be the events specified
in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of Section 5.1, not
including periods of grace, if any, provided for therein and irrespective of the
giving of the written notice specified in said clause (d) or (g) but in the case
of any default of the character specified in said clause (d) or (g) no such
notice to Securityholders



                                       32
<PAGE>



shall be given until at least 60 days after the giving of written notice thereof
to the Issuer pursuant to said clause (d) or (g), as the case may be); provided,
however, that, except in the case of default in the payment of the principal of
interest, if any, on any of the Securities, or in the payment or satisfaction of
any sinking fund or other purchase obligation, 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 Responsible Officers or both of
the Trustee in good faith determine that the withholding of such notice is in
the best interests of the Securityholders.

         Section 5.9 Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security 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 any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the cost 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 5.9 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Securityholder
or group of Securityholders, holding in the aggregate more than ten percent in
principal amount of the Securities of any series then Outstanding, or to any
suit instituted by any Securityholders for the enforcement of the payment of the
principal of or interest, if any, on any Security against the Issuer on or after
the due date expressed in such Security.

                                   ARTICLE SIX
                             CONCERNING THE TRUSTEE

         Section 6.1 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 a particular 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 shall exercise with respect to such series of Securities 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 any 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



                                       33
<PAGE>



                  duties and obligations as 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; and

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders pursuant to Section 5.7 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.

         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 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, Officer's Certificate 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 Officer's
         Certificate or Issuer Order (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 an assistant secretary of the Issuer;

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



                                       34
<PAGE>



                  (d) the Trustee 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 pursuant to the
         provisions of this Indenture (including, without limitation, pursuant
         to Section 5.1), unless such Securityholders shall have offered to the
         Trustee reasonable security or indemnity against the costs, expenses
         and liabilities (including reasonable attorneys' fees) which might be
         in 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 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The. recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture, the
Securities or of any prospectus used to sell the Securities. 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 6.4 Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, 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 or such agent.



                                       35
<PAGE>



         Section 6.5 Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys 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. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

         Section 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which 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 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 the Trustee and each predecessor Trustee
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 its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim or liability in the premises. The obligations
of the Issuer under this Section 6.6 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 or the resignation or removal of the Trustee. Such
additional indebtedness shall be a senior claim 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. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 5.1 or in connection with Article Five hereof, the expenses (including
the reasonable fees and expenses of its counsel) and the compensation for the
services in connection therewith are intended to constitute expenses of
administration under any bankruptcy law.

         Section 6.7 Right of Trustee to Rely on Officer's Certificate, etc.
Subject to Sections 6.1 and 6.2, 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
Officer's 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 6.8 Qualification of Trustee; Conflicting Interests.



                                       36
<PAGE>



                  (a) If the Trustee has or shall acquire any conflicting
         interest (as defined in subsection (c)), then within 90 days after
         ascertaining that it has such conflicting interest, and if the default
         (as defined in subsection (c)) to which such conflicting interest
         relates has not been cured or duly waived or otherwise eliminated
         before the end of such 90-day period, the Trustee shall either
         eliminate such conflicting interest or, except as otherwise provided
         below, resign, and the Issuer shall take prompt steps to have a
         successor appointed in the manner provided in Section 6.10.

                  (b) If the Trustee shall fail to comply with the provisions of
         subsection (a), the Trustee shall, within 10 days after the expiration
         of such 90-day period, transmit notice of such failure to the
         Securityholders in the manner and to the extent provided in Section 4.4
         and, subject to the provisions of Section 5.9, unless the Trustee's
         duty to resign is stayed as provided below, any Securityholder who has
         been a bona fide holder of Securities 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, if the Trustee fails, after written request
         thereof by such Securityholder to comply with the provisions of
         subsection (a).

         Except in the case of a default in the payment of the principal of or
interest on any Security, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 6.8 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that

                           (i) the default under this Indenture may be cured or
                  waived during a reasonable period and under the procedures
                  described in such application, and

                           (ii) a stay of the Trustee's duty to resign will not
                  be inconsistent with the interests of Holders of the
                  Securities.

         The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of a
successor trustee in accordance with the provisions of Section 6.10 and such
successor's acceptance of such an appointment.

                  (c) For the purposes of this Section 6.8, the Trustee shall be
         deemed to have a conflicting interest with respect to Securities of any
         series if the Securities of such series are in default (as determined
         in accordance with the provisions of Section 5.1, but exclusive of any
         period of grace or requirement of notice) and

                           (i) the Trustee is trustee under this Indenture with
                  respect to the Outstanding Securities of any other series or
                  is a trustee under another indenture under which any other
                  securities, or certificates of interest or participation in
                  any other securities, of the Issuer are outstanding, unless
                  such other indenture is a collateral trust indenture under
                  which the only collateral consists of Securities. issued under
                  this Indenture; provided that there shall be excluded from the
                  operation of this paragraph this Indenture with respect to the
                  Securities of any other series and there shall also be so
                  excluded any other indenture or indentures



                                       37
<PAGE>



                  under which other securities, or certificates of interest or
                  participation in other securities, of the Issuer are
                  outstanding if (x) this Indenture is and, if applicable, this
                  Indenture and any series issued pursuant to this Indenture and
                  such other indenture or indentures are wholly unsecured and
                  rank equally and such other indenture or indentures are
                  hereafter qualified under the Trust Indenture Act of 1939,
                  unless the Commission shall have found and declared by order
                  pursuant to Section 305(b) or Section 307(c) of the Trust
                  Indenture Act of 1939 that differences exist between the
                  provisions of this Indenture with respect to Securities of
                  such series and one or more other series, or the provisions of
                  this Indenture and the provisions of such other indenture or
                  indentures which are so likely to involve a material conflict
                  of interest as to make it necessary in the public interest or
                  for the protection of investors to disqualify the Trustee from
                  acting as such under this Indenture with respect to Securities
                  of such series and such other series, or under this Indenture
                  or such other indenture or indentures, or (y) the Issuer shall
                  have sustained the burden of proving, on application to the
                  Commission and after opportunity for hearing thereon, that
                  trusteeship under this Indenture with respect to Securities of
                  such series and such other series, or under this Indenture and
                  such other indenture or indentures is not so, likely to
                  involve a material conflict of interest as to make it
                  necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with respect to Securities of such series and
                  such other series, or under this Indenture and such other
                  indentures;

                           (ii) the Trustee or any of its directors or executive
                  officers is an underwriter for the Issuer;

                           (iii) the Trustee directly or indirectly controls or
                  is directly or indirectly controlled by or is under direct or
                  indirect common control with an underwriter for the Issuer;

                           (iv) the Trustee or any of its directors or executive
                  officers is a director, officer, partner, employee, appointee,
                  or representative of the Issuer, or of an underwriter (other
                  than the Trustee itself) for the Issuer who is currently
                  engaged in the business of underwriting, except that (x) one
                  individual may be a director or an executive officer, or both,
                  of the Issuer, but may not be at the same time an executive
                  officer of both the Trustee and the Issuer; (y) if and so long
                  as the number of directors of the Trustee in office is more
                  than nine, one additional individual may be a director or an
                  executive officer, or both, of the Trustee and a director of
                  the Issuer; and (z) the Trustee may be designated by the
                  Issuer or by any underwriter for the Issuer to act in the
                  capacity of transfer agent, registrar, custodian, paying
                  agent, fiscal agent, escrow agent, or depositary, or in any
                  other similar capacity, or, subject to the provisions of
                  subsection (c)(i) of this Section, to act as trustee, whether
                  under an indenture or otherwise;

                           (v) 10% or more of the voting securities of the
                  Trustee is beneficially owned either by the Issuer or by any
                  director, partner or executive officer thereof, or 20% or more
                  of such voting securities is beneficially owned, collectively,
                  by




                                       38
<PAGE>



                  any two or more of such persons; or 10% or more of the voting
                  securities of the Trustee is beneficially owned either by an
                  underwriter for the Issuer or by any director, partner, or
                  executive officer thereof, or is beneficially owned,
                  collectively, by any two or more such persons;

                           (vi) the Trustee is the beneficial owner of, or holds
                  as collateral security for an obligation which is in default,
                  (x) 5% or more of the voting securities or 10% or more of any
                  other class of security of the Issuer, not including the
                  Securities issued under this Indenture and securities issued
                  under any other indenture under which the Trustee is also
                  trustee, or (y) 10% or more of any class of security of an
                  underwriter for the Issuer,

                           (vii) the Trustee is the beneficial owner of, or
                  holds as collateral security for an obligation which is in
                  default, 5% or more of the voting securities of any person
                  who, to the knowledge of the Trustee, owns 10% or more of the
                  voting securities of, or controls directly or indirectly or is
                  under direct or indirect common control with, the Issuer;

                           (viii) the Trustee is the beneficial owner of, or
                  holds as collateral security for an obligation which is in
                  default, 10% or more of any class of security of any person
                  who, to the knowledge of the Trustee, owns 50% or more of the
                  voting securities of the Issuer;

                           (ix) the Trustee owns on the date of default (as
                  determined in accordance with the provisions of Section 5.1,
                  but exclusive of any period of grace or requirement of notice)
                  or on any anniversary of such default while such default
                  remains outstanding, in the capacity of executor,
                  administrator, testamentary or inter vivos trustee, guardian,
                  committee or conservator, or in any other similar capacity, an
                  aggregate of 25% or more of the voting securities, or of any
                  class of security, of any person, the beneficial ownership of
                  a specified percentage of which would have constituted a
                  conflicting interest under paragraphs (vi), (vii) or (viii) of
                  this subsection. As to any such securities of which the
                  Trustee acquired ownership through becoming executor,
                  administrator, or testamentary trustee of an estate which
                  included them, the provisions of the preceding sentence shall
                  not apply, for a period of two years from the date of such
                  acquisition, to the extent that such securities included in
                  such estate do not exceed 25% of such voting securities or 25%
                  of any such class of security. Promptly after the dates of any
                  such default and annually in each succeeding year that the
                  Securities remain in default, the Trustee shall make a check
                  of its holdings of such securities in any of the
                  above-mentioned capacities as of such dates. If the Issuer
                  fails to make payment in full of principal of or interest on
                  any of the Securities when and as the same becomes due and
                  payable, and such failure continues for 30 days thereafter,
                  the Trustee shall make a prompt check of its holdings of such
                  Securities in any of the above-mentioned capacities as of the
                  date of the expiration of such 30-day period, and after such
                  date, notwithstanding the foregoing provisions of this
                  paragraph, all such Securities so held by the Trustee, with
                  sole or joint control over such Securities vested in it,
                  shall, but only so long as such failure shall continue, be
                  considered as though beneficially



                                       39
<PAGE>



                  owned by the Trustee for the purposes of paragraphs (vi),
                  (vii) and (viii) of this subsection; or

                         (x) except under the circumstances described in
                paragraphs (1), (3), (4), (5) or (6) of Section 6.13(b), the
                Trustee shall be or shall become a creditor of the Issuer.

         For purposes of subsection (c)(i), the term "series of securities" or
"series" means a series, class or group of securities issuable under an
indenture pursuant to whose terms holders of one such series may vote to direct
the Trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another such series; provided, that "series of
securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

         The specification of percentages in subsections (c)(v) to (ix),
inclusive, of this Section 6.8 shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of subsections (c)(iii) or (vii) of this Section 6.8.

         For the purposes of subsections (c)(ii), (vii), (viii) and (ix) of this
Section 6.8, only,

                           (i) the terms "security" and "securities" shall
                  include only such securities as are generally known as
                  corporate securities, but shall not include any note or other
                  evidence of indebtedness issued to evidence an obligation to
                  repay moneys lent to a person by one or more banks, trust
                  companies, or banking firms, or any certificate of interest or
                  participation in any such note or evidence of indebtedness;

                           (ii) an obligation shall be deemed to be in default
                  when a default in payment of principal shall have continued
                  for 30 days or more and shall not have been cured; and

                           (iii) the Trustee shall not be deemed to be the owner
                  or holder of (x) any security which it holds as collateral
                  security, as trustee or otherwise, for an obligation which is
                  not in default as defined in clause (ii) above, or (y) any
                  security which it holds as collateral security under this
                  Indenture, irrespective of any default hereunder, or (z) any
                  security which it holds as agent for collection, or as
                  custodian, escrow agent, or depositary, or in any similar
                  representative capacity.

         Except as provided above, the word "security" or "securities" as used
in this Section 6.8 shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.



                                       40
<PAGE>



                  (d) For purposes of this Section 6.8:

                           (i) the term "underwriter" when used with reference
                  to the Issuer shall mean every person who, within a one year
                  period prior to the time as of which the determination is
                  made, was an underwriter of any security of the Issuer
                  outstanding at the time of the determination;

                           (ii) the term "director" shall mean any director of a
                  corporation or any individual performing similar functions
                  with respect to any organization whether incorporated or
                  unincorporated;

                           (iii) the term "person" shall mean an individual, a
                  corporation, a partnership, an association, a joint-stock
                  company, a trust, an unincorporated organization, or a
                  government or political subdivision thereof, as used in this
                  paragraph, the term "trust" shall include only a trust where
                  the interest or interests of the beneficiary or beneficiaries
                  are evidenced by a security;

                           (iv) the term "voting security" shall mean any
                  security presently entitling the owner or holder thereof to
                  vote in the direction or management of the affairs of a
                  person, or any security issued under or pursuant to any trust,
                  agreement or arrangement whereby a trustee or trustees or
                  agent or agents for the owner or holder of such security are
                  presently entitled to vote in the direction or management of
                  the affairs of a person;

                           (v) the term "Issuer" shall mean any obligor upon the
                  securities; and

                           (vi) the term "executive officer" shall mean, the
                  president, every vice president, every trust officer, the
                  cashier, the secretary, and the treasurer of a corporation,
                  and any individual customarily performing similar functions
                  with respect to any organization whether incorporated or
                  unincorporated, but shall not include the chairman of the
                  board of directors.

         (e) The percentages of voting securities and other securities specified
in this Section 6.8 shall calculated in accordance with the following
provisions:

                           (i) a specified percentage of the voting securities
                  of the Trustee, the Issuer or any other person referred to in
                  this. Section 6.8 (each of whom is referred to as a "person"
                  in this paragraph) means such amount of the outstanding voting
                  securities of such person as entitles the holder or holders
                  thereof to cast such specified percentage of the aggregate
                  votes which the holders of all the outstanding voting
                  securities of such person are entitled to cast in the
                  direction or management of the affairs of such person;

                           (ii) a specified percentage of a class of securities
                  of a person means such percentage of the aggregate amount of
                  securities of the class outstanding;

                           (iii) the term "amount", when used in regard to
                  securities, means the principal amount if relating to
                  evidences of indebtedness, the number of shares if relating to
                  capital shares, and the number of units if relating to any
                  other kind of security;



                                       41
<PAGE>



                           (iv) the term "outstanding" means issued and not held
                  by or for the account of the issuer, the following securities
                  shall not be deemed outstanding within the meaning of this
                  definition:

                                    (A) securities of an issuer held in a
                           sinking fund relating to securities of the issuer of
                           the same class;

                                    (B) securities of an issuer held in a
                           sinking fund relating to another class of securities
                           of the issuer, if the obligation evidenced by such
                           other class of securities is not in default as to
                           principal or interest or otherwise;

                                    (C) securities pledged by the issuer thereof
                           as security for an obligation of the issuer not in
                           default as to principal or interest or otherwise; and

                                    (D) securities held in escrow if placed in
                           escrow by the issuer thereof,

                  provided that any voting securities of an issuer shall be
                  deemed outstanding if any person other than the issuer is
                  entitled to exercise the voting rights thereof; and

                           (v) a security shall be deemed to be of the same
                  class as another security if both securities confer upon the
                  holder or holders thereof substantially the same rights and
                  privileges; provided that, in the case of secured evidences of
                  indebtedness, all of which are issued under a single
                  indenture, differences in the interest rates or maturity dates
                  of various series thereof shall not be deemed sufficient to
                  constitute such series different classes and provided,
                  further, that, in the case of unsecured evidences of
                  indebtedness, differences in the interest rates or maturity
                  dates thereof shall not be deemed sufficient to constitute
                  them securities of different classes, whether or not they are
                  issued under a single indenture.

         Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any state or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and 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 a corporation or other Person
permitted to act as trustee by the Commission. 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 6.9, 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. No obligor upon the Securities or any
Affiliate of such obligor shall serve as Trustee upon the Securities. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.9, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.10.



                                       42
<PAGE>



         Section 6.10 Resignation and Removal: Appointment of Successor Trustee.

                  (a) The Trustee, or any trustee or trustees hereafter
         appointed, may at any time resign with respect to one or more or all
         series of securities by giving written notice of resignation to the
         Issuer and by mailing notice of such resignation to the Holders of then
         outstanding Securities of each series affected at their addresses as
         they shall appear on the registry books. 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 5.9, on behalf of himself and all
         others similarly situated, petition any such court for the appointment
         of a successor trustee. Such court may thereupon, after such notice, if
         any, as it may deem proper and prescribe, appoint a successor trustee.

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

                           (i) the Trustee shall fail to comply with the
                  provisions of Section 6.8 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;
                  or

                           (ii) the Trustee shall cease to be eligible in
                  accordance with the provisions of Section 6.9 and shall fail
                  to resign after written request therefor by the Issuer or by
                  any such Securityholder, or

                           (iii) the Trustee shall become incapable of acting
                  with respect to any series of Securities, or shall be adjudged
                  a bankrupt or insolvent, or a receiver or liquidator of the
                  Trustee or of its property shall be appointed, or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation;

then, in any such case, the Issuer 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, 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 5.9, 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.



                                       43
<PAGE>



                  (c) The Holders of a majority in aggregate principal amount of
         the Securities of each series then Outstanding may at any time remove
         the Trustee with respect to Securities of such series and appoint a
         successor trustee with respect to the Securities of such series by
         delivering to the Trustee so removed, to the successor trustee so
         appointed and to the Issuer the evidence provided for in Section 7.1 of
         the action in that regard taken by the Securityholders.

                  (d) Any resignation or removal of the Trustee with respect to
         any series and any appointment of a successor trustee with respect to
         such series pursuant to any of the provisions of this Section 6.10
         shall become effective upon acceptance of appointment by the successor
         trustee as provided in Section 6.11.

         Section 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute 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 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 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a 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 6.6.

         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 co-trustees 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 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

         Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by



                                       44
<PAGE>



mailing such notice to such Holders at their addresses as they shall appear on
the registry books. 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 6.10.
If the Issuer fails to give such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

         Section 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion .or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 6.8 and eligible
under the provisions of Section 6.9, 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 any series shall have
been authenticated but not 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, 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 6.13 Preferential Collection of Claims Against the Issuer.

                  (a) Subject to the provisions of this Section, if the Trustee
         shall be or shall become a creditor, directly or indirectly, secured or
         unsecured, of the Issuer within three months prior to a default, as
         defined in subsection (c) of this Section 6.13, 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 and the
         holders of other indenture securities (as defined in this Section
         6.13):

                           (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 6.13, or from the exercise
                  of any right of set-off 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



                                       45
<PAGE>



                           (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 month 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 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 month 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 after the beginning of such three month
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 month 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 pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, such Securityholders and the holders
of other indenture securities realize, as a result of payments on claims filed
against the Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to the 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, such Securityholders and the holders of other



                                       46
<PAGE>



indenture securities dividends on claims filed against the Issuer in bankruptcy
or receivership or in proceedings for reorganization pursuant to the 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
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 between the Trustee, such Securityholders 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, such Securityholders
and the holders of other indenture securities with respect to their respective
claims, in which event it 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, or 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 month 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 month 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 6.13 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
         Securityholders at the time and in the manner provided in this
         Indenture;



                                       47
<PAGE>



                  (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)(2)
         of this Section 6.13;

                  (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)(3) of this Section 6.13.

         (b) As used in this Section 6.13:

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

                  (2) 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;

                  (3) 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 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

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

         Section 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
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 the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's certificate of authentication, such reference
shall be



                                       48
<PAGE>



deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent for such series and a certificate of authentication
executed on behalf of the 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 or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

         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 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 Trustee and to the Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the 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 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. 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. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. 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.

         Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

         Section 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall .be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article Seven.



                                       49
<PAGE>



         Section 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

                  (a) The fact and date of the execution by any Holder of any
         instrument may be proved by the certificate of any notary public or
         other officer of any jurisdiction authorized to take acknowledgments of
         deeds or administer oaths that the person executing such instruments
         acknowledged to him the execution thereof, or by an affidavit of a
         witness to such execution sworn to before any such notary or other such
         officer. Where such execution is by or on behalf of any legal entity
         other than an individual, such certificate or affidavit shall also
         constitute sufficient proof of the authority of the person executing
         the same.

                  (b) The ownership of Securities shall be proved by the
         Security register or by a certificate of the Security registrar.

         Section 7.3 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 Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest, if any, on such
Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.

         Section 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any 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 Affiliate of 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 Affiliate of
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 Officer's
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 6.1 and 6.2, the Trustee shall be entitled to accept
such Officer's 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.



                                       50
<PAGE>
         Section 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security, provided that such revocation shall not become effective until
three business days after such filing. Except as aforesaid any such action taken
by the Holder of any Security shall be conclusive and binding upon such Holder
and upon all future Holders and owners of such Security and of any Securities
issued in exchange or substitution therefor or on registration of transfer
thereof, irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.

         Section 7.6 Record Date for Consents and Waivers. The Issuer may, but
shall not be obligated to direct the Trustee to establish a record date for the
purposes of determining the Persons entitled to (i) waive any past default with
respect to the Securities of such series in accordance with Section 5.7 of this
Indenture, (ii) consent to any supplemental indenture in accordance with Section
8.2 of this Indenture or (iii) waive compliance with any term, condition or
provision of any covenant hereunder. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and any such Persons, shall
be entitled to waive any such past default, consent to any such supplemental
indenture or waive compliance with any such term, condition or provision,
whether or not such Holder remains a Holder after such record date; provided,
however, that unless such waiver or consent is obtained from the Holders, or
duly designated proxies, of the requisite principal amount of Outstanding
Securities of such series prior to the date which is the 180th day after such
record date, any such waiver or consent previously given shall automatically and
without further action by any Holder be cancelled and of no further effect.

                                  ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

         Section 8.1 Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of, the Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following purposes:

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



                                       51
<PAGE>



                  (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
         pursuant to Article Nine;

                  (c) to add to the covenants of the Issuer such further
         covenants, restrictions, conditions or provisions as the Issuer and the
         Trustee shall consider to be for the protection of the Holders of all
         or any series of Securities (and if such covenants, restrictions,
         conditions or provisions are to be for the protection of less than all
         series of Securities, stating that the same are expressly being
         included solely for the protection of such series), 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 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 provision contained herein
         or in any supplemental indenture, or to make any other provisions as
         the Issuer may deem necessary or desirable, provided that no such
         action shall adversely affect the interests of the Holders of the
         Securities;

                  (e) to establish the form or terms of Securities of any series
         as permitted by Sections 2.1 and 2.3; and

                  (f) to evidence and provide for the acceptance of appointment
         hereunder by a successor trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one trustee,
         pursuant to the requirements of Section 6.11.

         The Trustee is hereby authorized to join with the Issuer 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
8.1 may be executed without the consent of the Holders of any of the Securities
then Outstanding, notwithstanding any of the provisions of Section 8.2.

         Section 8.2 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in



                                       52
<PAGE>



aggregate principal amount of the Securities then Outstanding of any series
affected by such supplemental indenture, the Issuer, when authorized by a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order), and
the Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the. provisions of the
Trust Indenture Act of 1939 as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, that no such supplemental indenture shall (a) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest, if any, thereon (or, in the case
of an Original Issue Discount Security, reduce the rate of accrual of original
issue discount thereon), or reduce or alter the method of computation of any
amount payable on redemption, repayment or purchase thereof (or the time at
which any such redemption, repayment or purchase may be made), or make the
principal thereof (including any amount in respect of original issue discount),
or interest, if any, thereon payable in any coin or currency other than that
provided in the Securities or in accordance with the terms of the Securities, or
reduce the portion of the principal amount of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy
pursuant to Section 5.2, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities provide therefor,
any right of repayment or purchase at the option of the Securityholder, in each
case without the consent of the Holder of each Security so affected, or (b)
reduce the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Security so affected. No consent of any Holder of
any Security shall be necessary under this Section 8.2 to permit the Trustees
and the Issuer to execute supplemental indentures pursuant to Sections 8.1 and
9.2

         A supplemental indenture which changes or eliminates any covenant,
Event of Default or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities,
or which modifies the rights of Holders of Securities of such series, with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of Holders of Securities of any other series.

        Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of. Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer 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.



                                       53
<PAGE>



        It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
register. Any failure of the Issuer to give such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

         Section 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         Section 8.4 Documents to be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall be entitled to receive an
Officer's Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture.

         Section 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

                                  ARTICLE NINE
        CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

         Section 9.1 Issuer May Consolidate, etc. on Certain Terms. Subject to
the provisions of Section 9.2, nothing contained in this Indenture or in any of
the Securities shall prevent any consolidation or merger of the Issuer with or.
into any other corporation, or corporations (whether or not affiliated with the
Issuer), or successive consolidations or mergers in which the Issuer or its
successor or successors shall be a party or parties, or shall prevent any sale,
lease, exchange or other disposition of all or substantially all the property
and assets of the Issuer to any other corporation (whether or not affiliated
with the Issuer) authorized to acquire and operate the same; provided, however,
and the Issuer hereby covenants and agrees, that any such consolidation, merger,
sale, lease, exchange or other disposition shall be upon the conditions



                                       54
<PAGE>
that (a) immediately after such consolidation, merger, sale, lease, exchange or
other disposition the corporation (whether the Issuer or such other corporation)
formed by or surviving any such consolidation or merger, or to which such sale,
lease, exchange or other disposition shall have been made, shall not be in
default in the performance or observance of any of the terms, covenants and
conditions of this Indenture to be kept or performed by the Issuer, (b) the
corporation (if other than the Issuer) formed by or surviving any such
consolidation or merger, or to which such sale, lease, exchange or other
disposition shall have been made, shall be a corporation organized under the
laws of the United States of America, any state thereof or the District of
Columbia; and (c) the due and punctual payment of the principal of and
interest, if any, on all the Securities, according to their tenor, and the due
and punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed by the Issuer, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee executed and
delivered to the Trustee, by the corporation (if other than the Issuer) formed
by such consolidation, or into which the Issuer shall have been merged, or by
the corporation which shall have acquired or leased such property and assets.

         Section 9.2 Securities to be Secured in Certain Events. If, upon any
such consolidation or merger, or upon any such sale, lease, exchange or other
disposition any properties or assets owned by the Issuer or a Subsidiary
immediately prior thereto would thereupon become subject to any mortgage,
security interest, pledge, lien or encumbrance, not permitted by Section 3.6
hereof, the Issuer, at or prior to consummation of such consolidation, merger,
sale, lease, exchange or other disposition, will by indenture supplemental
hereto secure the due and punctual payment of the principal of and interest, if
any, on the Securities then outstanding equally and ratably with (or prior to)
all Indebtedness secured thereby.

         Section 9.3 Successor Corporation to be Substituted. In case of any
such consolidation, merger, sale, lease, exchange or other disposition and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, such successor
corporation 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 fast part, and the
Issuer (including any intervening successor to the Issuer which shall have
become the obligor hereunder) shall be relieved of any further obligation under
this Indenture and the Securities; provided however, that in the case of a lease
of the property and assets of the Issuer (including any such intervening
successor), the Issuer (including any such intervening successor) shall continue
to be liable on its obligations under this Indenture and the Securities to the
extent, but only to the extent, of liability to pay the principal of and
interest, if any, on the Securities at the time, places and rate prescribed in
this Indenture and the Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Issuer, any or all of the Securities Issuable hereunder which theretofore shall
not have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor corporation instead of the Issuer and subject, to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All



                                       55
<PAGE>



the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, lease, exchange or
other disposition such changes in phraseology and form (but not in substance)
may be made in the Securities, thereafter to be issued, as may be appropriate.

         Section 9.4 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition, and. any such assumption comply with
the provisions of this Article Nine.

                                   ARTICLE TEN
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

         Section 10.1 Satisfaction and Discharge of Indenture.

         (A) If at any time (a) the Issuer shall have paid or caused to be paid
the principal of and interest, if any, on all the Securities Outstanding (other
than Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the Trustee
for cancellation all Securities theretofore authenticated (other than Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9); and if, in any such case, the Issuer shall also pay
or cause to be paid all other sums payable hereunder by the Issuer, then this
Indenture shall cease to be of further effect, and the Trustee, on demand of the
Issuer accompanied by an Officer's Certificate and an Opinion of Counsel, each
stating that all conditions precedent relating to the satisfaction and discharge
contemplated by this provision have been complied with, and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging such
satisfaction and discharging this Indenture. The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred,
and to-compensate the Trustee for any services thereafter reasonably and
properly rendered, by the Trustee in connection with this Indenture or the
Securities.

         (B) If at any time (a) the Issuer shall have paid or caused to be paid
the principal of and interest, if any, on all the Securities of any series
Outstanding (other than Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.9)
as and when the same shall have become due and payable, or (b) the Issuer shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.9), or (c) in the case of any series of Securities with respect to
which the exact amount described in clause (ii) below can be determined at the
time of making the deposit referred to in such clause (ii), (i) all the
Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be



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<PAGE>



deposited with the Trustee as funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of Securities of such
series, cash in an amount (other than moneys repaid by the Trustee or any Paying
Agent to the Issuer in accordance with Section 10.4) or direct obligations of
the United States of America, backed by its full faith and credit ("U.S.
Government Obligations"), maturing as to principal and interest, if any, at such
times and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal of and interest, if any, on
all Securities of such series on each date that such principal or interest, if
any, is due and payable, and (B) any mandatory sinking fund payments on the
dates on which such payments are due and payable in accordance with the terms of
this Indenture and the Securities of such series; then the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such series on the date of the deposit referred to in clause (ii) above and
the provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect (except, in the case of clause (c) of this Section
10.1(B), as to (i) rights of registration of transfer and exchange of Securities
of such series, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities of such series, (iii) rights of. Holders of Securities of such
series to receive payments of principal thereof and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations, duties
and immunities of the Trustee hereunder, (v) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (vi) the.
obligations of the Issuer under Section 3.2 with respect to Securities of such
series) and the Trustee, on demand of the Issuer accompanied by an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent contemplated by this provision have been complied with, and at the
cost and expense of the Issuer, shall execute proper instruments acknowledging
the same.

         (C) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In addition to discharge of this Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities with respect to which the
exact amount described in subparagraph (a) below can be. determined at the time
of making the deposit referred to in such subparagraph (a), the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such a series on the 91st day after the date of the deposit referred to in
subparagraph (a) below, and the provisions of this Indenture with respect to the
Securities of such series shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities of such
series, (iii) rights of Holders of Securities of such series to receive payments
of principal thereof and interest, if any, thereon upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the Holders
of Securities of such series to receive mandatory sinking fund payments, if any,
(iv) the rights, obligations, duties and immunities of the Trustee hereunder,
(v) the rights of the Holders of Securities of such series as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or any of them and (vi) the obligations of the Issuer under Section 3.2 with
respect to Securities of such series) and the Trustee, on demand of the Issuer
accompanied by an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent



                                       57
<PAGE>



contemplated by this provision have been complied with, and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging the same,
if

                  (a) with reference to this provision the Issuer has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee as funds in trust, specifically pledged as security for, and
         dedicated solely to, the benefit of the Holders of Securities of such
         series (i) cash in an amount, or (ii) U.S. Government Obligations,
         maturing as to principal and interest, if any, at such times and in
         such amounts as will insure the availability of cash, or (iii) a
         combination thereof, sufficient, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee, to pay (A) the
         principal of and interest, if any, on all Securities of such series on
         each date that such principal or interest, if any, is due and payable,
         and (B) any mandatory sinking fund, payments on the dates on which such
         payments are due and payable in accordance with the terms of this
         Indenture and the Securities of such series;

                  (b) such deposit will not result in a breach or violation of,
         or constitute a default under, any agreement or instrument to which the
         Issuer is a party or by which it is bound; and

                  (c) the Issuer has delivered to the Trustee an Opinion of
         Counsel based on the fact that (x) the Issuer has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (y), since the date hereof, there has been a change in the applicable
         United States federal income tax law, in either case to the effect
         that, and such opinion shall confirm that the Holders of the Securities
         of such series will not recognize income, gain or loss for federal
         income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to federal income tax on the same amount
         and in the same manner and at the same times, as would have been the
         case if such deposit, defeasance and discharge had not occurred.


         Section 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 10.1 shall be held in trust, and
such moneys and all moneys from such U.S. Government Obligations shall be
applied by it to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which such
moneys and U.S. Government Obligations have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest, if any, but
such moneys need not be segregated from other funds except to the extent
required by law. The Trustee and any Paying Agent shall promptly pay to the
Issuer, upon the written request of the Issuer, any excess moneys or U.S.
Government Obligations held by them at any time.

         Section 10.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series



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<PAGE>



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 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or
any. Paying Agent for the payment of the principal of or interest, if any, on
any Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, if any, shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such Paying Agent, and the Holder of the Securities of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of the
Trustee or any Paying Agent with respect to such moneys shall thereupon cease.

         Section 10.5 Indemnity for U.S. Government Obligations. The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to
Section 10.1 or the principal or interest received in respect of such
obligations.

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

         Section 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer, or any partner of the Issuer or of
any successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

         Section 11.2 Provisions of Indenture for the Sole Benefit, of Parties
and Holders of Securities. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities,
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 and of the
Holders of the Securities.

         Section 11.3 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 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or



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<PAGE>



served by the Trustee or by the Holders of Securities to or on the Issuer, or as
required pursuant to the Trust Indenture Act of 1939, may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Service Corporation International, 1929
Allen Parkway, P. O. Box 130548, Houston, Texas 77019, Attention: Secretary. Any
notice, direction, request or demand by the Issuer or any Holder of Securities
to or upon the Trustee shall be deemed to have been sufficiently given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is
filed by the Trustee with the Issuer) to 101 Barclay Street-21W, New York, New
York 10286, Attention: Corporate Trust Administration.

         Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. 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 upon such
waiver.

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

         Section 11.5 Officer's Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, or as
required pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
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 (other than
a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based, (c) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an 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.



                                       60
<PAGE>
         Any certificate, statement or opinion of an officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the certificate
or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, 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, upon the certificate, statement or opinion of or representations by
an officer or officers of the Issuer, 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 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, 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 and directed to the Trustee shall contain a statement
that such firm is independent.

         Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption, purchase or repayment, and, in the case of
payment, no interest shall accrue for the period after such date.

         Section 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required provision shall
control.

         Section 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL, BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF TEXAS, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

         Section 11.9 Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.



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<PAGE>



         Section 11.10 Effect of Headings. The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         Section 12.1 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 sinking fund for the retirement of Securities of a
series except as otherwise specified, as contemplated by Section 2.3 for
Securities of such series.

         Section 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first-class mail, postage, prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, of any defect in the notice
to the Holder of any Security of a, series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest, if any, (or, in the
case of Original Issue Discount Securities, original issue discount) accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest, if any, thereon or on the portions thereof to
be redeemed (or, in the case of Original Issue Discount Securities, original
issue discount) will cease to accrue. In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

         The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

         On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the Trustee
or with one or more Paying Agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.5) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest, if any, to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 45 days prior to the date fixed for
redemption (unless a shorter notice shall be



                                       62
<PAGE>
satisfactory to the Trustee) an Officer's Certificate stating the aggregate
principal amount of Securities to be redeemed. In case of a redemption at the
election of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officer's
Certificate stating that such restriction has been complied with.

         If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

         Section 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place or places stated in such notice at the applicable redemption price,
together with interest, if any, accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest, if any, accrued to
said date) interest (or, in the case of Original Issue Discount Securities,
original issue discount) on the Securities or portions of Securities so called
for redemption shall cease to accrue, and, except as provided in Sections 6.5
and 10.4, such Securities shall cease from and after the date fixed for
redemption to be entitled to any other benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest, if any, accrued thereon to the date
fixed for redemption; provided that payment of interest, if any, becoming due on
or prior to the date fixed for redemption shall be payable to the Holders of
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.3 and 2.7 hereof.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the, case of an original Issue Discount
Security) borne by such Security.

         Upon presentation of any Security redeemed in part only, 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 of like tenor, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.

         Section 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are



                                       63
<PAGE>



identified by registration and certificate number in an Officer's Certificate
delivered to the Trustee at least 45 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Issuer or (b) a Person specifically
identified in such written statement as an Affiliate of the Issuer.

         Section 12.5 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section 12.5 or (c) receive credit
for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by the
Trustee at the sinking fund redemption price specified in such Securities.

         On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory. sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit, (b) stating that none
of the Securities of such series to be so credited has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or
cured or otherwise ceased to exist) and are continuing, and (d) stating whether
or not the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer's Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day, to deliver such Officer's
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver



                                       64
<PAGE>



or credit Securities of such series in respect thereof, and (ii) that the Issuer
will make no optional sinking fund payment with respect to such series as
provided in this Section 12.5.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 or a lesser sum if the Issuer shall so request with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the Issuer
(or the Issuer, if it shall so request the Trustee in writing) shall cause
notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the" principal of, and interest, if any, on, the
Securities of such series at maturity.

         On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment-of all interest,
if any, accrued to the date fixed for redemption on Securities to be redeemed on
such sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the giving of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.7 or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section 12.5 to the redemption of such Securities.


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, effective as of February 1, 1993.

                                      SERVICE CORPORATION INTERNATIONAL


                                      By: /s/ G. KYLE GUINN
                                        ----------------------------------------
                                      Name:  G.  Kyle Guinn
                                      Title:  Senior Vice President
                                              Treasurer




                                      THE BANK OF NEW YORK, as Trustee



                                      By: /s/ ROBERT F. MCINTYRE
                                         ---------------------------------------
                                      Name: Robert F. McIntyre
                                      Title: Assistant Vice President





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