<PAGE>

                                                                    EXHIBIT 4.35

================================================================================

                                  WELLMAN, INC.

                                       AND

                      _________________________, AS TRUSTEE

                                   ----------

                                    INDENTURE

                          DATED AS OF __________, _____

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE                         1
   1.1     Definitions                                                        1
   1.2     Other Definitions                                                  5
   1.3     Incorporation by Reference of Trust Indenture Act                  6
   1.4     Rules of Construction                                              6

ARTICLE 2  THE SECURITIES                                                     7
   2.1     Issuable in Series                                                 7
   2.2     Establishment of Terms of Series of Securities                     7
   2.3     Execution and Authentication                                       9
   2.4     Registrar and Paying Agent                                        10
   2.5     Paying Agent To Hold Assets in Trust                              11
   2.6     Securityholder Lists                                              12
   2.7     Transfer and Exchange                                             12
   2.8     Replacement Securities                                            13
   2.9     Outstanding Securities                                            13
   2.10    Treasury Securities                                               14
   2.11    Temporary Securities                                              14
   2.12    Cancellation                                                      14
   2.13    Payment of Interest; Defaulted Interest; Computation of
           Interest                                                          14
   2.14    CUSIP Number                                                      15
   2.15    Provisions for Global Securities                                  15
</TABLE>


                                       -i-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   2.16    Persons Deemed Owners                                             17

ARTICLE 3  REDEMPTION                                                        17
   3.1     Notices of Trustee                                                17
   3.2     Selection by Trustee of Securities to Be Redeemed                 17
   3.3     Notice of Redemption                                              18
   3.4     Effect of Notice of Redemption                                    18
   3.5     Deposit of Redemption Price                                       19
   3.6     Securities Redeemed in Part                                       19

ARTICLE 4  COVENANTS                                                         19
   4.1     Payment of Securities                                             19
   4.2     SEC Reports                                                       20
   4.3     Waiver of Stay, Extension or Usury Laws                           20
   4.4     Compliance Certificate                                            20
   4.5     Payment of Taxes and Other Claims                                 21
   4.6     Corporate Existence                                               21
   4.7     Maintenance of Properties                                         21

ARTICLE 5  SUCCESSOR CORPORATION                                             22
   5.1     Limitation on Consolidation, Merger and Sale of Assets            22
   5.2     Successor Person Substituted                                      22

ARTICLE 6  DEFAULTS AND REMEDIES                                             23
   6.1     Events of Default                                                 23
   6.2     Acceleration                                                      24
</TABLE>


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   6.3     Other Remedies                                                    25
   6.4     Waiver of Past Defaults and Events of Default                     25
   6.5     Control by Majority                                               25
   6.6     Limitation on Suits                                               26
   6.7     Rights of Holders To Receive Payment                              26
   6.8     Collection Suit by Trustee                                        26
   6.9     Trustee May File Proofs of Claim                                  27
   6.10    Priorities                                                        27
   6.11    Undertaking for Costs                                             28

ARTICLE 7  TRUSTEE                                                           28
   7.1     Duties of Trustee                                                 28
   7.2     Rights of Trustee                                                 29
   7.3     Individual Rights of Trustee                                      30
   7.4     Trustee's Disclaimer                                              30
   7.5     Notice of Default                                                 30
   7.6     Reports by Trustee to Holders                                     30
   7.7     Compensation and Indemnity                                        31
   7.8     Replacement of Trustee                                            31
   7.9     Successor Trustee by Consolidation, Merger or Conversion          32
   7.10    Eligibility; Disqualification                                     32
   7.11    Preferential Collection of Claims Against Company                 33
   7.12    Paying Agents                                                     33
</TABLE>


                                      -iii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 8  AMENDMENTS, SUPPLEMENTS AND WAIVERS                               33
   8.1     Without Consent of Holders                                        33
   8.2     With Consent of Holders                                           34
   8.3     Compliance with Trust Indenture Act                               35
   8.4     Revocation and Effect of Consents                                 35
   8.5     Notation on or Exchange of Securities                             36
   8.6     Trustee to Sign Amendments, Etc                                   36

ARTICLE 9  DISCHARGE OF INDENTURE; DEFEASANCE                                36
   9.1     Discharge of Indenture                                            36
   9.2     Legal Defeasance                                                  37
   9.3     Covenant Defeasance                                               38
   9.4     Conditions to Legal Defeasance or Covenant Defeasance             38
   9.5     Deposited Money and U.S. and Foreign Government Obligations to
           be Held in Trust; Other Miscellaneous Provisions                  40
   9.6     Reinstatement                                                     40
   9.7     Moneys Held by Paying Agent                                       40
   9.8     Moneys Held by Trustee                                            41

ARTICLE 10 MISCELLANEOUS                                                     41
   10.1    Trust Indenture Act Controls                                      41
   10.2    Notices                                                           41
   10.3    Communications by Holders with Other Holders                      43
   10.4    Certificate and Opinion as to Conditions Precedent                43
</TABLE>


                                      -iv-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   10.5    Statement Required in Certificate and Opinion                     43
   10.6    Rules by Trustee and Agents                                       44
   10.7    Business Days; Legal Holidays                                     44
   10.8    Governing Law                                                     44
   10.9    No Adverse Interpretation of Other Agreements                     44
   10.10   No Recourse Against Others                                        44
   10.11   Successors and Assigns                                            45
   10.12   Multiple Counterparts                                             45
   10.13   Table of Contents, Headings, Etc                                  45
   10.14   Separabilty                                                       45
   10.15   Securities in a Foreign Currency or in Euro                       45
   10.16   Judgment Currency                                                 46
</TABLE>


                                       -v-

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA SECTION                                                    INDENTURE SECTION
-----------                                                    -----------------
<S>                                                            <C>
310(a)(1)                                                       7.10
(a)(2)                                                          7.10
(a)(3)                                                          N/A
(a)(4)                                                          N/A
(a)(5)                                                          7.10
(b)                                                             7.8; 7.10; 10.2
(b)(1)                                                          7.10
(b)(9)                                                          7.10
(c)                                                             N/A
311(a)                                                          7.11
(b)                                                             7.11
(c)                                                             N/A
312(a)                                                          2.6
(b)                                                             10.3
(c)                                                             10.3
313(a)                                                          7.6
(b)(1)                                                          7.6
(b)(2)                                                          7.6
(c)                                                             7.6; 10.2
(d)                                                             7.6
314(a)                                                          4.2; 4.4; 10.2
(b)                                                             N/A
(c)(1)                                                          10.4; 10.5
(c)(2)                                                          10.4; 10.5
(c)(3)                                                          N/A
(d)                                                             N/A
(e)                                                             10.5
(f)                                                             N/A
315(a)                                                          7.1, 7.2
(b)                                                             7.5; 10.2
(c)                                                             7.1
(d)                                                             6.5; 7.1; 7.2
(e)                                                             6.11
316(a)(last sentence)                                           2.10
(a)(1)(A)                                                       6.5
(a)(1)(B)                                                       6.4
(a)(2)                                                          8.2
(b)                                                             6.7
(c)                                                             8.4
317(a)(1)                                                       6.8
(a)(2)                                                          6.9
(b)                                                             2.5; 7.12
318(a)                                                          10.1
</TABLE>

----------
N/A means not applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.


                                      -vi-
<PAGE>

     INDENTURE, dated as of ________, 200__, by and between Wellman, Inc., a
Delaware corporation, as Issuer (the "Company"), and ___________, a ___________
organized under the laws of ___________, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

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

     All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Securities issued under this
Indenture:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.1 DEFINITIONS.

     "Affiliate" of any specified Person means any other Person which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such specified Person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by," and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.

     "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

     "Board of Directors" means the Board of Directors of the Company or any
committee authorized to act therefor.

     "Board Resolution" means a copy of a resolution certified pursuant to an
Officers' Certificate to have been duly adopted by the Board of Directors of the
Company and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

<PAGE>

     "Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of capital stock, partnership interests
or any other participation, right or other interest in the nature of an equity
interest in such Person or any option, warrant or other security convertible
into any of the foregoing.

     "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture, and thereafter means the successor and any other primary obligor on
the Securities.

     "Company Order" means a written order signed in the name of the Company by
two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

     "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer, its Chief Accounting Officer or its Treasurer and
attested to by the Secretary or any Assistant Secretary of the Company.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.

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

     "Depositary" means, with respect to the Securities of any Series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary for such Series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
such Persons.

     "Dollars" means the official currency of the United States of America.

     "Euro" means the official currency of the European Union.

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

     "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

     "Foreign Government Obligations" means with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of the
government that issued or caused to be issued such currency for the payment of
which obligations its full faith and credit is pledged or (ii) obligations of a
person controlled or supervised by or acting as an agency or instrumentality of
such government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof.


                                       -2-

<PAGE>

     "GAAP" means generally accepted accounting principles as in effect in the
United States and adopted by the Company from time to time.

     "Global Security" or "Global Securities" means a Security or Securities, as
the case may be, in the form established pursuant to Section 2.2, evidencing all
or part of a Series of Securities issued to the Depositary for such Series or
its nominee, registered in the name of such Depositary or nominee, and bearing
the legend set forth in Section 2.15(c) (or such legend as may be specified as
contemplated by Section 2.2 for such Securities).

     "Holder" or "Securityholder" means the Person in whose name a Security is
registered on the Registrar's books.

     "Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

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

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on Securities of any Series.

     "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

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

     "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, the Secretary or the Assistant Secretary of the Company or any other
officer designated by the Board of Directors, as the case may be.


                                       -3-

<PAGE>

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President or any Vice President, and
the Chief Financial Officer or any Treasurer of such Person that shall comply
with applicable provisions of this Indenture.

     "Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee.

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

     "Redemption Date" when used with respect to any Security of a Series to be
redeemed, means the date fixed for such redemption pursuant to this Indenture.

     "Responsible Officer" when used with respect to the Trustee, means any
officer or officers within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and who are responsible for compliance with the obligations of the
Trustee as set forth in this Indenture and also means, with respect to a
particular corporate trust matter or obligation required of the Trustee as set
forth in this Indenture, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

     "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

     "Securities" means the securities that are issued under this Indenture, as
amended or supplemented from time to time pursuant to this Indenture.

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

     "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.1 or 2.2
hereof.

     "Significant Subsidiary" means (i) any direct or indirect Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

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


                                       -4-

<PAGE>

specified in the instrument governing such Indebtedness as the fixed date on
which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

     "Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, (i) in the case of a corporation, of which more
than 50% of the total voting power of the Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors
thereof is held, directly or indirectly by such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its
Subsidiaries has the power to direct or cause the direction of the management
and policies of such entity by contract or otherwise or if in accordance with
GAAP such entity is consolidated with such Person for financial statement
purposes.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

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

     "U.S. Government Obligations" means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

1.2 OTHER DEFINITIONS.

     The definitions of the following terms may be found in the sections
indicated as follows:

<TABLE>
<CAPTION>
                                                                      DEFINED IN
TERM                                                                    SECTION
----                                                                  ----------
<S>                                                                   <C>
"Bankruptcy Law"...................................................       6.1
"Business Day".....................................................      10.7
"Covenant Defeasance"..............................................       9.3
"Custodian"........................................................       6.1
"Event of Default".................................................       6.1
"Journal"..........................................................      10.15
"Judgment Currency"................................................      10.16
"Legal Defeasance".................................................       9.2
"Legal Holiday"....................................................      10.7
"Market Exchange Rate".............................................      10.15
"New York Banking Day".............................................      10.16
"Paying Agent".....................................................       2.4
"Registrar"........................................................       2.4
"Required Currency"................................................      10.16
"Service Agent"....................................................       2.4
</TABLE>


                                       -5-

<PAGE>

1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the portion of
such provision required to be incorporated herein in order for this Indenture to
be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture securityholder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

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

     "obligor on the indenture securities" means the Company or any other
obligor on the Securities.

     All other terms used in this Indenture that are defined by the TIA, defined
in the TIA by reference to another statute or defined by SEC rule have the
meanings therein assigned to them.

1.4 RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

          (1) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

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

          (3) "or" is not exclusive;

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

          (5) words used herein implying any gender shall apply to each gender;
     and

          (6) 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 sub-division.


                                       -6-

<PAGE>

                                    ARTICLE 2
                                 THE SECURITIES

2.1 ISSUABLE IN SERIES.

     The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

     At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(25)) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in each
case, pursuant to authority granted under a Board Resolution:

          (1) the title of the Series (which shall distinguish the Securities of
     that particular Series from the Securities of any other Series);

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

          (3) any limit upon the aggregate principal amount of the Securities of
     the Series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

          (4) the date or dates on which the principal of the Securities of the
     Series is payable;

          (5) the rate or rates (which may be fixed or variable) per annum or,
     if applicable, the method used to determine such rate or rates (including,
     but not limited to, any commodity, commodity index, stock exchange index or
     financial index) at which the Securities of the Series shall bear interest,
     if any, the date or dates from which such interest, if any, shall accrue,
     the date or dates on which such interest, if any, shall commence and be
     payable and any regular record date for the interest payable on any
     Interest Payment Date;


                                       -7-

<PAGE>

          (6) the place or places where the principal of and interest and
     premium, if any, on the Securities of the Series shall be payable, or the
     method of such payment, if by wire transfer, mail or other means;

          (7) if applicable, the period or periods within which, the price or
     prices at which and the terms and conditions upon which the Securities of
     the Series may be redeemed, in whole or in part, at the option of the
     Company;

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

          (9) the dates, if any, on which and the price or prices at which the
     Securities of the Series will be repurchased by the Company at the option
     of the Holders thereof and other detailed terms and provisions of such
     repurchase obligations;

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

          (11) the forms of the Securities of the Series in bearer or fully
     registered form (and, if in fully registered form, whether the Securities
     will be issuable as Global Securities);

          (12) if other than the principal amount thereof, the portion of the
     principal amount of the Securities of the Series that shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     6.2;

          (13) the currency of denomination of the Securities of the Series,
     which may be Dollars or any Foreign Currency, including, but not limited
     to, the Euro, and if such currency of denomination is a composite currency
     other than the Euro, the agency or organization, if any, responsible for
     overseeing such composite currency;

          (14) the designation of the currency, currencies or currency units in
     which payment of the principal of and interest and premium, if any, on the
     Securities of the Series will be made;

          (15) if payments of principal of, interest or premium, if any, on the
     Securities of the Series are to be made in one or more currencies or
     currency units other than that or those in which such Securities are
     denominated, the manner in which the exchange rate with respect to such
     payments will be determined;

          (16) the manner in which the amounts of payment of principal of and
     interest and premium, if any, on the Securities of the Series will be
     determined, if such amounts may be determined by reference to an index
     based on a currency or currencies or by reference to a commodity, commodity
     index, stock exchange index or financial index;


                                       -8-

<PAGE>

          (17) the provisions, if any, relating to any security provided for the
     Securities of the Series;

          (18) any addition to or change in the Events of Default (including,
     without limitation, any amounts of moneys or time which remain unspecified
     under clauses (3), (4), (5) or (7) of Section 6.1) which applies to any
     Securities of the Series and any change in the right of the Trustee or the
     requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 6.2;

          (19) any addition to or change in the covenants set forth in Articles
     4 or 5 which applies to Securities of the Series;

          (20) any depositories, interest rate calculation agents, exchange rate
     calculation agents or other agents with respect to Securities of such
     Series if other than those appointed herein;

          (21) the terms and conditions, if any, upon which the Securities and
     any guarantees thereof shall be subordinated in right of payment to other
     indebtedness of the Company or any guarantor;

          (22) the form and terms of any guarantee of the Securities;

          (23) if applicable, that the Securities of the Series, in whole or any
     specified part, shall be defeasible pursuant to Article 9;

          (24) if applicable, that the Securities of the Series, in whole or any
     specified part, shall be convertible into equity securities of the Company;
     and

          (25) any other terms of the Securities of the Series (which terms
     shall not be inconsistent with the provisions of this Indenture, except as
     permitted by Section 8.1, but which may modify or delete any provision of
     this Indenture insofar as it applies to such Series).

     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 the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

2.3 EXECUTION AND AUTHENTICATION.

     The Securities shall be executed on behalf of the Company by two Officers
of the Company or an Officer and an Assistant Secretary of the Company. Each
such signature may be either


                                       -9-

<PAGE>

manual or facsimile. The Company's seal may be impressed, affixed, imprinted or
reproduced on the Securities and may be in facsimile form.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid. A Security shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

     The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

     The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officers' Certificate complying with Section 10.4,
and (c) an Opinion of Counsel complying with Section 10.4.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by
instrument signed by an authorized officer of the Trustee, a copy of which shall
be furnished to the Company. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate of the
Company.

2.4 REGISTRAR AND PAYING AGENT.


                                      -10-

<PAGE>

     The Company shall maintain an office or employ one or more agents where
Securities of any Series may be presented for registration of transfer or for
exchange ("Registrar"). At least one Registrar shall maintain an office or
agency located in the Borough of Manhattan, City of New York, State of New York
where Securities may be presented for payment ("Paying Agent"), and an office or
agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served ("Service Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee as set forth in
Section 10.2. Neither the Company nor any Affiliate of the Company may act as
Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar
without notice to any Securityholder.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

     The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company.

2.5 PAYING AGENT TO HOLD ASSETS IN TRUST.

     The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have


                                      -11-

<PAGE>

been delivered by the Company to the Paying Agent, the Paying Agent shall have
no further liability for such assets.

2.6 SECURITYHOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each Series
of Securities.

2.7 TRANSFER AND EXCHANGE.

     When Securities of a Series are presented to the Registrar with a request
to register the transfer thereof, the Registrar shall register the transfer as
requested, and when such Securities of a Series are presented to the Registrar
with a request to exchange them for an equal principal amount of other
authorized denominations of Securities of the same Series, the Registrar shall
make the exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4 hereof, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request.

     Notwithstanding any other provision of this Section 2.7, unless and until
it is exchanged in whole or in part for definitive Securities, a Global Security
may not be transferred except as a whole by the Depositary 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 or a nominee of such successor Depositary.

     If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the date the Company is so informed in writing or
becomes aware of the same, or (ii) a Default or an Event of Default has occurred
and is continuing, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the Company
will promptly execute and deliver to the Trustee), will authenticate and deliver
definitive Securities, without charge, in an aggregate principal amount equal to
the principal amount of the outstanding Global Securities, in exchange for and
upon surrender of all such Global Securities.

     In any exchange provided for in the preceding paragraph, the Company will
execute and the Trustee will authenticate and deliver definitive Securities in
the authorized denominations provided by Section 2.3.

     Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities


                                      -12-

<PAGE>

pursuant to this Section 2.7 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.

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

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Registrar or a
co-Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

     Any exchange or transfer shall be without charge, except that the Company
may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6
or 8.5 hereof. The Trustee shall not be required to register transfers of
Securities of any Series or to exchange Securities of any Series for a period of
15 days before selection for redemption of such Securities. The Trustee shall
not be required to exchange or register transfers of Securities of any Series
called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.

2.8 REPLACEMENT SECURITIES.

     If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security presents evidence to the satisfaction of the Company and the Trustee
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of the
same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the reasonable judgment of the Company or
the Trustee, as the case may be, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security, including the fees and expenses of counsel. Every
replacement Security shall constitute an additional obligation of the Company,
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 this
Indenture equally and proportionally with any and all other Securities of that
Series duly issued hereunder.

2.9 OUTSTANDING SECURITIES.

     Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section 2.9 as not outstanding.


                                      -13-

<PAGE>

     If a Security is replaced pursuant to Section 2.8 (other than a mutilated
Security surrendered for replacement), it ceases to be outstanding until the
Company and the Trustee receive proof satisfactory to each of them that the
replaced Security is held by a bona fide purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.8.

     If a Paying Agent holds on a Redemption Date or Maturity Date of a Series
of Securities money sufficient to pay the principal of, premium, if any, and
accrued interest on Securities payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.

     Subject to Section 2.10, a Security does not cease to be outstanding solely
because the Company or an Affiliate holds the Security.

2.10 TREASURY SECURITIES.

     In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

2.11 TEMPORARY SECURITIES.

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form, and shall carry all rights, of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities presented to it.

2.12 CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company 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 surrendered to the Trustee for
cancellation pursuant to this Section 2.12.

2.13 PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.


                                      -14-
<PAGE>

     Except as otherwise provided as contemplated by Section 2.2 with respect to
any Series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security is registered at the close of business
on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

     With respect to any Holder with an aggregate principal amount of Securities
of any Series in an amount in excess of $10,000,000, upon receipt by the Trustee
of a written request from such Holder, payments of interest with respect to such
Securities shall be made to such Holder by wire transfer of immediately
available funds. Each other Holder shall receive payments of interest by check
or by transfer to an account maintained by such Holder in the United States.

     If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.

     Except as otherwise specified as contemplated by Section 2.2 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.

2.14 CUSIP NUMBER.

     The Company in issuing the Securities may use one or more "CUSIP" numbers,
and if so, the Trustee shall use the CUSIP number(s) in notices of redemption or
exchange as a convenience to Holders, provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number(s) printed in the notice or on the Securities, and that reliance may be
placed only on the other identification numbers printed on the Securities.

2.15 PROVISIONS FOR GLOBAL SECURITIES.

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

          (b) Notwithstanding any provisions to the contrary contained in
     Section 2.7 of the Indenture and in addition thereto, any Global Security
     shall be exchangeable pursuant to Section 2.7 of the Indenture for
     Securities registered in the names of Holders other than the Depositary for
     such Security or its nominee only if (i) such Depositary notifies the


                                      -15-

<PAGE>

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

          Except as provided in this Section 2.15(b), a Global Security may not
     be transferred except as a whole by the Depositary with respect to such
     Global Security to a nominee of such Depositary, by a nominee of such
     Depositary to such Depositary or another nominee of such Depositary or by
     the Depositary or any such nominee to a successor Depositary or a nominee
     of such a successor Depositary.

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

               "This Security is a Global Security within the meaning of the
               Indenture hereinafter referred to and is registered in the name
               of the Depositary or a nominee of the Depositary. This Security
               is exchangeable for Securities registered in the name of a person
               other than the Depositary or its nominee only in the limited
               circumstances described in the Indenture, and may not be
               transferred except as a whole by the Depositary to a nominee of
               the Depositary, 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 a
               successor Depositary."

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

          (e) Notwithstanding the other provisions of this Indenture, unless
     otherwise specified as contemplated by Section 2.2, payment of the
     principal of and interest and premium, if any, on any Global Security shall
     be made to the Depositary or its nominee in its capacity as the Holder
     thereof.

          (f) Except as provided in Section 2.15(e), the Company, the Trustee
     and any Agent shall treat a person as the Holder of such principal amount
     of outstanding Securities of any Series represented by a Global Security as
     shall be specified in a written statement of the Depositary (which may be
     in the form of a participants' list for such Series) with respect to such
     Global Security, for purposes of obtaining any consents, declarations,
     waivers or directions required to be given by the Holders pursuant to this
     Indenture.


                                      -16-

<PAGE>

2.16 PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee, the Registrar and any agent of the Company, the Registrar
or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and any premium and (subject to Section 2.13) any interest on such Security and
for all other purposes whatsoever, and neither the Company, the Trustee, the
Registrar nor any agent of the Company, the Registrar or the Trustee shall be
affected by notice to the contrary.

                                    ARTICLE 3
                                   REDEMPTION

3.1 NOTICES OF TRUSTEE.

     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or the
related Board Resolution, supplemental indenture or Officers' Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 35 days (unless a
shorter notice shall be satisfactory to the Trustee) but not more than 60 days
before the Redemption Date. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

3.2 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     Unless otherwise indicated for a particular Series of Securities by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if fewer than
all of the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of a Series to be redeemed pro rata, by lot or by any other
method that the Trustee considers fair and appropriate and, if such Securities
are listed on any securities exchange, by a method that complies with the
requirements of such exchange.

     The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than $1,000.
Securities of a Series and portions of them it selects shall be in amounts of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.


                                      -17-

<PAGE>

3.3 NOTICE OF REDEMPTION.

     Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, at least 30 days, and
no more than 60 days, before a Redemption Date, the Company shall mail, or cause
to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

     The notice shall identify the Securities to be redeemed (including the
CUSIP number(s) thereof, if any) and shall state:

          (1) the Redemption Date;

          (2) the redemption price;

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

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

          (5) that Securities of a Series called for redemption must be
     surrendered to the Paying Agent to collect the redemption price, and the
     place or places where each such Security is to be surrendered for such
     payment;

          (6) that, unless the Company defaults in making the redemption
     payment, interest on the Securities of a Series called for redemption
     ceases to accrue on or after the Redemption Date, and the only remaining
     right of the Holders of such Securities is to receive payment of the
     redemption price upon surrender to the Paying Agent of the Securities
     redeemed; and

          (7) if fewer than all the Securities of a Series are to be redeemed,
     the identification of the particular Securities of a Series (or portion
     thereof) to be redeemed, as well as the aggregate principal amount of
     Securities of a Series to be redeemed and the aggregate principal amount of
     Securities of a Series to be outstanding after such partial redemption.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's sole expense.

3.4 EFFECT OF NOTICE OF REDEMPTION.

     Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
(but not including) the Redemption Date. Upon surrender to the Trustee or Paying
Agent, such Securities of a Series shall be paid at the redemption price,


                                      -18-

<PAGE>

plus accrued interest, if any, to (but not including) the Redemption Date,
provided that if the Redemption Date is after a regular interest payment record
date and on or prior to the next Interest Payment Date, the accrued interest
shall be payable to the Holder of the redeemed Securities registered on the
relevant record date, as specified by the Company in the notice to the Trustee
pursuant to Section 3.1 hereof.

3.5 DEPOSIT OF REDEMPTION PRICE.

     On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.

     On and after any Redemption Date, if money sufficient to pay the redemption
price of and accrued interest on Securities called for redemption shall have
been made available in accordance with the preceding paragraph and the Company
and the Paying Agent are not prohibited from paying such moneys to Holders, the
Securities called for redemption will cease to accrue interest and the only
right of the Holders of such Securities will be to receive payment of the
redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

3.6 SECURITIES REDEEMED IN PART.

     Upon surrender of a Security of a Series that is redeemed in part, the
Trustee shall authenticate for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

4.1 PAYMENT OF SECURITIES.

     The Company shall pay the principal of and interest and premium, if any, on
each Series of Securities on the dates and in the manner provided in such
Securities and this Indenture.

     An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

     The Company shall pay interest on overdue principal, and overdue interest,
to the extent lawful, at the rate specified in the Series of Securities.


                                      -19-

<PAGE>

4.2 SEC REPORTS.

     The Company will deliver to the Trustee and, upon written request, to the
Holders of Securities within 15 days after the filing of the same with the SEC,
copies of the quarterly and annual report and of the information documents and
other reports, if any, which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will file with the SEC, to the extent
permitted, and provide the Trustee, Holders of each Series of Securities and
prospective holders of each Series of Securities with such quarterly and annual
reports and such information, documents and other reports specified in Section
13 and 15(d) of the Exchange Act. The Company will also comply with the other
provisions of TIA Section 314(a).

4.3 WAIVER OF STAY, EXTENSION OR USURY LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead (as a defense or otherwise) or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
law, usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, and/or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

4.4 COMPLIANCE CERTIFICATE.

          (a) The Company shall deliver to the Trustee, within 90 days after the
     end of each fiscal year of the Company, a certificate of the Company which
     complies with TIA Section 314(a)(4) stating that a review of the activities
     of the Company and its Subsidiaries during such fiscal year has been made
     under the supervision of the signing Officer or Officers with a view to
     determining whether each has kept, observed, performed and fulfilled its
     obligations under this Indenture, and further stating, as to each such
     Officer signing such certificate, that to the best of his or her knowledge
     each has kept, observed, performed and fulfilled each and every covenant
     contained in this Indenture and is not in default in the performance or
     observance of any of the terms, provisions and conditions hereof (or, if a
     Default or Event of Default shall have occurred, describing all such
     Defaults or Events of Default of which he or she may have knowledge and
     what action each is taking or proposes to take with respect thereto) and
     that to the best of his or her knowledge no event has occurred and remains
     in existence by reason of which payments on account of the principal of or
     interest or premium, if any, on the Securities is prohibited or if such
     event has occurred, a description of the event and what action each is
     taking or proposes to take with respect thereto.


                                      -20-

<PAGE>

          (b) (i) If any Default or Event of Default has occurred and is
     continuing or (ii) if any Holder seeks to exercise any remedy hereunder
     with respect to a claimed Default under this Indenture or the Securities,
     the Company shall deliver to the Trustee an Officers' Certificate
     specifying such event, notice or other action within five Business Days of
     its becoming aware of such occurrence and what action the Company is taking
     or proposes to take with respect thereto.

4.5 PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant Subsidiaries and (ii)
all lawful claims for labor, materials and supplies that, if unpaid, might by
law become a Lien upon the property of it or any of its Significant
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.

4.6 CORPORATE EXISTENCE.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Significant
Subsidiaries, if the Board of Directors shall in good faith determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Significant Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

4.7 MAINTENANCE OF PROPERTIES.

     The Company will cause all material 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 good faith
judgment of the Company 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 4.7 shall prevent the Company
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the good faith determination of the Board of
Directors, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.


                                      -21-

<PAGE>

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

5.1 LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

          (a) The Company will not, in any transaction or series of
     transactions, merge or consolidate with or into, or sell, assign, convey,
     transfer, lease or otherwise dispose of all or substantially all of its
     properties and assets (as an entirety or substantially as an entirety in
     one transaction or a series of related transactions), to any Person or
     Persons, and the Company will not permit any of its Significant
     Subsidiaries to enter into any such transaction or series of transactions
     if such transaction or series of transactions, in the aggregate, would
     result in a sale, assignment, conveyance, transfer, lease or other
     disposition of all or substantially all of the properties and assets of the
     Company or the Company and its Significant Subsidiaries, taken as a whole,
     to any other Person or Persons, unless at the time of and after giving
     effect thereto (i) either (A) if the transaction or series of transactions
     is a merger or consolidation, the Company shall be the surviving Person of
     such merger or consolidation, or (B) the Person formed by such
     consolidation or into which the Company or such Significant Subsidiary is
     merged or to which the properties and assets of the Company or such
     Significant Subsidiary, as the case may be, are transferred (any such
     surviving person or transferee Person being the "Surviving Entity") shall
     be a corporation organized and existing under the laws of the United States
     of America, any state thereof or the District of Columbia and shall
     expressly assume by a supplemental indenture executed and delivered to the
     Trustee, in form reasonably satisfactory to the Trustee, all the
     obligations of the Company (including, without limitation, the obligation
     to pay the principal of, and premium and interest, if any, on the
     Securities and the performance of the other covenants) under the Securities
     of each Series and this Indenture, and in each case, this Indenture shall
     remain in full force and effect; and (ii) immediately before and
     immediately after giving effect to such transaction or series of
     transactions on a pro forma basis (including, without limitation, any
     Indebtedness incurred or anticipated to be incurred in connection with or
     in respect of such transaction or series of transactions), no Default or
     Event of Default shall have occurred and be continuing.

          (b) In connection with any consolidation, merger or transfer of assets
     contemplated by this Section 5.1, the Company shall deliver, or cause to be
     delivered, to the Trustee, in form and substance reasonably satisfactory to
     the Trustee, an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger or transfer and the supplemental
     indenture in respect thereto comply with this Section 5.1 and that all
     conditions precedent herein provided for relating to such transaction or
     transactions have been complied with.

5.2 SUCCESSOR PERSON SUBSTITUTED.

      Upon any consolidation or merger, or any transfer of all or substantially
all of the assets of the Company or any Significant Subsidiary in accordance
with Section 5.1 above, the successor corporation formed by such consolidation
or into which the Company is merged or to which such transfer is made shall
succeed to, and be substituted for, and may exercise every right and power


                                      -22-

<PAGE>

of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter (except with
respect to any such transfer which is a lease) the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

6.1 EVENTS OF DEFAULT.

     "Events of Default," wherever used herein with respect to Securities of any
Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers' Certificate, it is provided that
such Series shall not have the benefit of said Event of Default:

          (1) there is a default in the payment of any principal of, or premium,
     if any, on the Securities when the same becomes due and payable at
     maturity, upon acceleration, redemption or otherwise;

          (2) there is a default in the payment of any interest on any Security
     of a Series when the same becomes due and payable and the Default continues
     for a period of 30 days;

          (3) the Company defaults in the observance or performance of any other
     covenant in the Securities of a Series or this Indenture for a number of
     days (such number to be set forth in the applicable establishing Board
     Resolution, supplemental indenture or Officers' Certificate) after valid
     written notice from the Trustee or the Holders of not less than 25% in the
     aggregate principal amount of the Securities of such Series then
     outstanding specifying the default;

          (4) there is a default or are defaults under one or more agreements,
     instruments, mortgages, bonds, debentures or other evidences of
     Indebtedness under which the Company or any Significant Subsidiary of the
     Company then has outstanding Indebtedness in excess of an amount (such
     amount to be set forth in the applicable establishing Board Resolution,
     supplemental indenture or Officers' Certificate), individually or in the
     aggregate, and either (a) such Indebtedness is already due and payable in
     full or (b) such default or defaults have resulted in the acceleration of
     the maturity of such Indebtedness;

          (5) a court of competent jurisdiction enters a final judgment or
     judgments which can no longer be appealed for the payment of money in
     excess of an amount (such amount to be set forth in the applicable
     establishing Board Resolution, supplemental indenture or Officers'
     Certificate) against the Company or any Significant Subsidiary and such
     judgment remains undischarged for such period of consecutive days as may be
     specified in the applicable establishing Board Resolution, supplemental
     indenture or Officers' Certificate, during which a stay of enforcement of
     such judgment shall not be in effect;


                                      -23-

<PAGE>

          (6) the Company or any Significant Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law:

               (A) commences a voluntary case,

               (B) consents to the entry of an order for relief against it in an
          involuntary case,

               (C) consents to the appointment of a Custodian of it or for all
          or substantially all of its property,

               (D) makes a general assignment for the benefit of its creditors,
          or

               (E) generally is not paying its debts as they become due;

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

               (A) is for relief against the Company or any Significant
          Subsidiary in an involuntary case;

               (B) appoints a Custodian of the Company or any Significant
          Subsidiary or for all or substantially all of the property of the
          Company or any Significant Subsidiary; or

               (C) orders the liquidation of the Company or any Significant
          Subsidiary, and in each such case the order or decree remains unstayed
          and in effect for a period of time to be specified in the applicable
          establishing Board Resolution, supplemental indenture or Officers'
          Certificate; or

          (8) any other Event of Default provided with respect to Securities of
     that Series, which is specified in a Board Resolution, a supplemental
     indenture hereto or an Officers' Certificate, in accordance with Section
     2.2(18).

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

     The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.

6.2 ACCELERATION.

     If an Event of Default with respect to Securities of any Series at the time
outstanding (other than an Event of Default arising under Section 6.1(6) or (7))
occurs and is continuing, the Trustee by written notice to the Company, or the
Holders of not less than 25% in aggregate principal amount of the Securities of
that Series then outstanding may by a valid written notice to


                                      -24-

<PAGE>

the Company and the Trustee specifying the default declare that the entire
principal amount of all the Securities of that Series then outstanding plus
accrued and unpaid interest to the date of acceleration are immediately due and
payable, in which case such amounts shall become immediately due and payable;
provided, however, that after such acceleration but before a judgment or decree
based on such acceleration is obtained by the Trustee, the Holders of a majority
in aggregate principal amount of the outstanding Securities of that Series may
rescind and annul such acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of accelerated principal, premium,
if any, or interest that has become due solely because of the acceleration, have
been cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid and
(iii) if the rescission would not conflict with any judgment or decree. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto. In case an Event of Default specified in Section 6.1(6) or (7) with
respect to the Company occurs, such principal, premium, if any, and interest
amount with respect to all of the Securities of that Series shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that Series.

6.3 OTHER REMEDIES.

     If an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities of that Series or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

6.4 WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

     Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in
principal amount of the Securities of any Series then outstanding have the right
to waive any existing Default or Event of Default with respect to such Series or
compliance with any provision of this Indenture (with respect to such Series) or
the Securities of such Series. Upon any such waiver, such Default with respect
to such Series shall cease to exist, and any Event of Default with respect to
such Series arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

6.5 CONTROL BY MAJORITY.


                                      -25-

<PAGE>

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

6.6 LIMITATION ON SUITS.

     Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

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

          (2) the Holders of at least 25% in aggregate principal amount of the
     Securities of such Series then outstanding make a written request to the
     Trustee to pursue the remedy;

          (3) such Holder or Holders offer to the Trustee indemnity reasonably
     satisfactory to the Trustee against any loss, liability or expense to be
     incurred in compliance with such request;

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

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     aggregate principal amount of the Securities of such Series then
     outstanding.

     A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

6.8 COLLECTION SUIT BY TRUSTEE.

     If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding


                                      -26-

<PAGE>

occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company (or any other obligor on the
Securities of that Series) for the whole amount of unpaid principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate then borne by the Securities
of that Series, and such further amounts as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

6.9 TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7
hereof.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of a Series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.

6.10 PRIORITIES.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

     FIRST: to the Trustee for amounts due under Section 7.7 hereof;

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

     THIRD: to the Company.


                                      -27-

<PAGE>

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.

6.11 UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7 hereof or a suit by Holders of more than 10% in principal amount of the
Securities of a Series then outstanding.

                                    ARTICLE 7
                                     TRUSTEE

7.1 DUTIES OF TRUSTEE.

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

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

               (1) The Trustee need perform only those duties that are
          specifically set forth in this Indenture and no covenants or
          obligations shall be implied in this Indenture against the Trustee.

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

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

               (1) This paragraph does not limit the effect of paragraph (b) of
          this Section 7.1.

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


                                      -28-

<PAGE>

               (3) The Trustee shall not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Sections 6.2 and 6.5 hereof.

          (d) No provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its rights or powers if it shall have reasonable
     grounds for believing that repayment of such funds or adequate indemnity
     satisfactory to it against such risk or liability is not reasonably assured
     to it.

          (e) Whether or not therein expressly so provided, paragraphs (a), (b),
     (c) and (d) of this Section 7.1 shall govern every provision of this
     Indenture that in any way relates to the Trustee.

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

          (g) The Paying Agent, the Registrar and any authenticating agent shall
     be entitled to the protections, immunities and standard of care set forth
     in paragraphs (a), (b), (c), and (d) of this Section 7.1 and in Section 7.2
     with respect to the Trustee.

7.2 RIGHTS OF TRUSTEE.

          (a) Subject to Section 7.1 hereof:

               (1) The Trustee may rely on and shall be protected in acting or
          refraining from acting upon any document reasonably believed by it to
          be genuine and to have been signed or presented by the proper person.
          The Trustee need not investigate any fact or matter stated in the
          document.

               (2) Before the Trustee acts or refrains from acting, it may
          require an Officers' Certificate or an Opinion of Counsel, or both,
          which shall conform to the provisions of Section 10.5 hereof. The
          Trustee shall be protected and shall not be liable for any action it
          takes or omits to take in good faith in reliance on such certificate
          or opinion.

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

               (4) The Trustee shall not be liable for any action it takes or
          omits to take in good faith which it reasonably believes to be
          authorized or within its rights or powers.

               (5) The Trustee may consult with counsel of its selection, and
          the advice or opinion of such counsel as to matters of law shall be
          full and complete authorization


                                      -29-

<PAGE>

          and protection from liability in respect of any action taken, omitted
          or suffered by it hereunder in good faith and in accordance with the
          advice or opinion of such counsel.

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

               (7) The Trustee shall not be deemed to have knowledge of any fact
          or matter unless such fact or matter is known to a Responsible Officer
          of the Trustee.

7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliate thereof, with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11 hereof.

7.4 TRUSTEE'S DISCLAIMER.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities (except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture and authenticate the Securities
and perform its obligations hereunder), it shall not be accountable for the
Company's use of the proceeds from the sale of Securities or any money paid to
the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

7.5 NOTICE OF DEFAULT.

     If a Default or an Event of Default occurs and is continuing with respect
to the Securities of any Series and if it is known to the Trustee, the Trustee
shall mail to each Securityholder of the Securities of that Series notice of the
Default or the Event of Default, as the case may be, within 30 days after it
occurs. Except in the case of a Default or an Event of Default in payment of the
principal of, or premium, if any, or interest on any Security of any Series, the
Trustee may withhold the notice if and so long as the Board of Directors of the
Trustee, the executive committee or any trust committee of such board and/or its
Responsible Officers in good faith determine(s) that withholding the notice is
in the interests of the Securityholders of that Series. The Trustee shall not
have any liability to any Securityholder of a Series if it decides that
withholding the notice is in the interests of the Securityholders of that
Series.

7.6 REPORTS BY TRUSTEE TO HOLDERS.

     If and to the extent required by the TIA, within 60 days after May 15 of
each year, commencing the May 15 following the date of this Indenture, the
Trustee shall mail to each


                                      -30-

<PAGE>

Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).

     A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and any stock exchange on which the Securities of that
Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee shall
comply with TIA Section 313(d).

7.7 COMPENSATION AND INDEMNITY.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services as set forth in a separate agreement between the
Company and the Trustee. Such agreement shall also set forth the terms upon
which the Company shall indemnify the Trustee against loss or liability incurred
by it in connection with the performance of its duties under this Indenture and
shall reimburse the Trustee's reasonable disbursements, expenses and advances.
The Company shall not be liable to the Trustee or to any Securityholder for
indirect, special or consequential damages.

     To secure the payment obligations of the Company in this Section 7.7, the
Trustee shall have a Lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except such money or property held in
trust to pay principal of and interest and premium (if any) on particular
Securities of that Series.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

     For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

7.8 REPLACEMENT OF TRUSTEE.

     The Trustee may resign with respect to the Securities of one or more Series
by so notifying the Company in writing at least 90 days in advance of such
resignation.

     The Holders of a majority in principal amount of the outstanding Securities
of any Series may remove the Trustee with respect to that Series by notifying
the removed Trustee in writing and may appoint a successor Trustee with respect
to that Series with the written consent of the Company, which consent shall not
be unreasonably withheld. The Company may remove the Trustee with respect to
that Series at its election if:

          (1) the Trustee fails to comply with, or ceases to be eligible under,
     Section 7.10 hereof;

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;


                                      -31-
<PAGE>

          (3) a Custodian or other public officer takes charge of the Trustee or
     its property; or

          (4) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee with respect to any Series of Securities for any reason, the Company
shall promptly notify each Holder of such event and shall promptly appoint a
successor Trustee.

     If a successor Trustee with respect to the Securities of one or more Series
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee with respect to the Securities of one or more Series fails
to comply with Section 7.10 hereof, any Securityholder of the applicable Series
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately following such delivery
(i) the retiring Trustee with respect to one or more Series shall, subject to
its rights under Section 7.7 hereof, transfer all property held by it as Trustee
with respect to such Series to the successor Trustee, (ii) the resignation or
removal of the retiring Trustee shall become effective, and (iii) the successor
Trustee with respect to such Series shall have all the rights, powers and duties
of the Trustee under this Indenture. A successor Trustee with respect to the
Securities of one or more Series shall mail notice of its succession to each
Securityholder of such Series.

7.9 SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee.

7.10 ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b), including the provision in Section 310(b)(1). If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.10, it shall resign immediately in the manner and with the effect
specified in this Article 7.


                                      -32-

<PAGE>

7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

7.12 PAYING AGENTS.

     The Company shall cause each Paying Agent other than the Trustee to execute
and deliver to it and the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 7.12:

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

          (2) that it will at any time during the continuance of any Event of
     Default, upon written request from the Trustee, deliver to the Trustee all
     sums so held in trust by it together with a full accounting thereof; and

          (3) that it will give the Trustee written notice within three (3)
     Business Days of any failure of the Company (or by any obligor on the
     Securities) in the payment of any installment of the principal of, premium,
     if any, or interest on, the Securities when the same shall be due and
     payable.

                                    ARTICLE 8
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

8.1 WITHOUT CONSENT OF HOLDERS.

     The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

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

          (2) to comply with Section 5.1 hereof;

          (3) to provide for uncertificated Securities in addition to or in the
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4) to provide any security for, or to add guarantees of or additional
     obligors on, any Series of Securities or the related guarantees;


                                      -33-

<PAGE>

          (5) to comply with any requirements in order to effect or maintain the
     qualification of this Indenture under the TIA;

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

          (7) to add any additional Events of Default with respect to all or any
     Series of the Securities (and, if any such Event of Default is applicable
     to less than all Series of Securities, specifying the Series to which such
     Event of Default is applicable);

          (8) to change or eliminate any of the provisions of this Indenture;
     provided that any such change or elimination shall become effective only
     when there is no outstanding Security of any Series created prior to the
     execution of such amendment or supplemental indenture that is adversely
     affected in any material respect by such change in or elimination of such
     provision;

          (9) to establish the form or terms of Securities of any Series as
     permitted by this Section 2.1 hereof;

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any Series of Securities pursuant to Section 9.1; provided,
     however, that any such action shall not adversely affect the interest of
     the Holders of Securities of such Series or any other Series of Securities
     in any material respect; or

          (11) 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 7.8.

          The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.

8.2 WITH CONSENT OF HOLDERS.

          (a) The Company, when authorized by a Board Resolution, and the
     Trustee may amend or supplement this Indenture or the Securities of one or
     more Series with the written consent of the Holders of not less than a
     majority in aggregate principal amount of the outstanding Securities of
     such Series affected by such amendment or supplement without


                                      -34-

<PAGE>

     notice to any Securityholder. The Holders of not less than a majority in
     aggregate principal amount of the outstanding Securities of each such
     Series affected by such amendment or supplement may waive compliance in a
     particular instance by the Company with any provision of this Indenture or
     the Securities of such Series without notice to any Securityholder. Subject
     to Section 8.4, without the consent of each Securityholder affected,
     however, an amendment, supplement or waiver, including a waiver pursuant to
     Section 6.4, may not:

               (1) reduce the amount of Securities whose Holders must consent to
          an amendment, supplement or waiver to this Indenture or the
          Securities;

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

               (3) reduce the principal or change the Stated Maturity of any
          Security or reduce the amount of, or postpone the date fixed for, the
          payment of any sinking fund or analogous obligation;

               (4) make any Security payable in money other than that stated in
          the Security;

               (5) waive a Default or Event of Default in the payment of the
          principal of or interest on any Security (except a rescission of
          acceleration of the Securities of any Series by the Holders of at
          least a majority in principal amount of the outstanding Securities of
          such Series and a waiver of the payment default that resulted from
          such acceleration);

               (6) make any changes in Sections 6.4 or 6.7 hereof or this
          Section 8.2, except to increase any percentage of Securities the
          Holders of which must consent to any matter; or; or

               (7) take any other action otherwise prohibited by this Indenture
          to be taken without the consent of each holder affected thereby.

          (b) Upon the request of the Company, accompanied by a Board Resolution
     authorizing the execution of any such supplemental indenture, and upon the
     receipt by the Trustee of evidence reasonably satisfactory to the Trustee
     of the consent of the Securityholders as aforesaid and upon receipt by the
     Trustee of the documents described in Section 8.6 hereof, the Trustee shall
     join with the Company in the execution of such supplemental indenture
     unless such supplemental indenture affects the Trustee's own rights, duties
     or immunities under this Indenture, in which case the Trustee may in its
     discretion, but shall not be obligated to, enter into such supplemental
     indenture.

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


                                      -35-

<PAGE>

8.3 COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as then in effect.

8.4 REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement, waiver or other action becomes effective, a
consent to it by a Holder of a Security is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Security or
portion thereof, and of any Security issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Security. Any such Holder or subsequent Holder, however, may
revoke the consent as to his Security or portion of a Security, if the Trustee
receives the notice of revocation before the date the amendment, supplement,
waiver or other action becomes effective.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date without the applicable amendment, supplement
or waiver becoming effective.

     After an amendment, supplement, waiver or other action becomes effective,
it shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (7) of Section 8.2(a) hereof. In that case the amendment,
supplement, waiver or other action shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security;
provided that any such waiver shall not impair or affect the right of any Holder
to receive payment of principal of and interest and premium (if any) on a
Security, on or after the respective due dates expressed in such Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

8.5 NOTATION ON OR EXCHANGE OF SECURITIES.

     If an amendment, supplement, or waiver changes the terms of a Security of
any Series, the Trustee may request the Holder of such Security to deliver it to
the Trustee. In such case, the Trustee shall place an appropriate notation on
such Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for such Security shall issue and the Trustee shall authenticate a new
security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.


                                      -36-

<PAGE>

8.6 TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                    ARTICLE 9
                       DISCHARGE OF INDENTURE; DEFEASANCE

9.1 DISCHARGE OF INDENTURE.

     This Indenture shall cease to be of further effect with respect to the
Securities of a Series (except that the Company's obligations under Section 7.7,
9.5 and 9.6, the Trustee's and Paying Agent's obligations under Sections 9.5,
9.7 and 9.8 and the rights, powers, protections and privileges accorded the
Trustee under Article VII shall survive), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging the satisfaction and
discharge of this Indenture with respect to the Securities of such Series, when:

     (1) either:

          (A) all outstanding Securities of such Series theretofore
     authenticated and issued (other than destroyed, lost or stolen Securities
     that have been replaced or paid) have been delivered to the Trustee for
     cancellation; or

          (B) all outstanding Securities of such Series not theretofore
     delivered to the Trustee for cancellation:

          (i) have become due and payable, or

          (ii) will become due and payable at their Stated Maturity within one
     year, or

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

     and, in the case of clause (i), (ii) or (iii) above, the Company or any
     guarantor of the Securities of such Series has irrevocably deposited or
     caused to be deposited with the Trustee as funds (immediately available to
     the Holders in the case of clause (i)) in trust for such purpose (x) money
     in the currency in which payment of the Securities of such Series is to be
     made in an amount, or (y) Government Obligations with respect to such
     Series, maturing as to principal and interest at such times and in such
     amounts as will ensure the availability of money in the currency in which
     payment of the Securities of such Series is to be made in an amount or (z)
     a combination thereof, which will be sufficient, in the opinion (in the
     case of clauses (y) and (z)) of a nationally recognized


                                      -37-

<PAGE>

     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge the entire
     indebtedness on the Securities of such Series for principal and interest to
     the date of such deposit (in the case of Securities which have become due
     and payable) or for principal, premium, if any, and interest to the Stated
     Maturity or Redemption Date, as the case may be; or

          (C) the Company and any guarantors of the Securities of such Series
     have properly fulfilled such other means of satisfaction and discharge as
     is specified, as contemplated by Section 2.2, to be applicable to the
     Securities of such Series;

     (2) the Company or a guarantor of the Securities of such Series has paid or
caused to be paid all other sums payable by them hereunder with respect to the
Securities of such Series; and

     (3) the Company has delivered to the Trustee an Officers' Certificate
stating that all conditions precedent to satisfaction and discharge of this
Indenture with respect to the Securities of such Series have been complied with,
together with an Opinion of Counsel to the same effect.

9.2 LEGAL DEFEASANCE.

     The Company may at its option, by Board Resolution, be discharged from its
obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the
Securities of any Series notwithstanding the prior exercise of its option under
Section 9.3 below with respect to the Securities of such Series.

9.3 COVENANT DEFEASANCE.

     At the option of the Company, pursuant to a Board Resolution, the Company
shall be released from its obligations under Sections 4.2 through 4.7 hereof,
inclusive, and Section 5.1 hereof, with respect to the outstanding Securities of
any Series, on and after the date the conditions set forth in Section 9.4 hereof
are satisfied (hereinafter, "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified section or portion thereof, whether directly or indirectly by
reason of any reference


                                      -38-

<PAGE>

elsewhere herein to any such specified Section or portion thereof or by reason
of any reference in any such specified section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture
and the Securities of any Series shall be unaffected thereby.

9.4 CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

          (1) the Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 7.10 hereof who shall agree to comply with the provisions of
     this Article 9 applicable to it) as funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities, (A)
     money in an amount, or (B) U.S. Government Obligations or Foreign
     Government Obligations which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than the due date of any payment, money in an amount, or (C) 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 and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     the principal of, premium, if any, and accrued interest on the outstanding
     Securities of such Series at the Stated Maturity of such principal,
     premium, if any, or interest, or on dates for payment and redemption of
     such principal, premium, if any, and interest selected in accordance with
     the terms of this Indenture and of the Securities of such Series;

          (2) no Event of Default or Default with respect to the Securities of
     such Series shall have occurred and be continuing on the date of such
     deposit, or shall have occurred and be continuing at any time during the
     period ending on the 91st day after the date of such deposit or, if longer,
     ending on the day following the expiration of the longest preference period
     under any Bankruptcy Law applicable to the Company in respect of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (3) such Legal Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest for purposes of the TIA with respect
     to any securities of the Company;

          (4) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute default under any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (5) the Company shall have delivered to the Trustee an Opinion of
     Counsel stating that, as a result of such Legal Defeasance or Covenant
     Defeasance, neither the trust nor the Trustee will be required to register
     as an investment company under the Investment Company Act of 1940, as
     amended;


                                      -39-

<PAGE>

          (6) in the case of an election under Section 9.2 above, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (i)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling to the effect that or (ii) there has been a change
     in any applicable Federal income tax law with the effect that, and such
     opinion shall confirm that, the Holders of the outstanding Securities of
     such Series or persons in their positions will not recognize income, gain
     or loss for Federal income tax purposes solely as a result of such Legal
     Defeasance and will be subject to Federal income tax on the same amounts,
     in the same manner, including as a result of prepayment, and at the same
     times as would have been the case if such Legal Defeasance had not
     occurred;

          (7) in the case of an election under Section 9.3 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of the outstanding Securities of such Series will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such Covenant Defeasance and will be subject to Federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;

          (8) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for in this Article 9 relating to either the Legal
     Defeasance under Section 9.2 above or the Covenant Defeasance under Section
     9.3 hereof (as the case may be) have been complied with;

          (9) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit under clause (1) was not made by the
     Company with the intent of defeating, hindering, delaying or defrauding any
     creditors of the Company or others; and

          (10) the Company shall have paid or duly provided for payment under
     terms mutually satisfactory to the Company and the Trustee all amounts then
     due to the Trustee pursuant to Section 7.7 hereof.

9.5 DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

     All money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee pursuant to Section
9.4 hereof in respect of the outstanding Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal, premium, if any, and accrued
interest, but such money need not be segregated from other funds except to the
extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and


                                      -40-

<PAGE>

interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities.

     Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

9.6 REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

9.7 MONEYS HELD BY PAYING AGENT.

     In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

9.8 MONEYS HELD BY TRUSTEE.

     Any moneys deposited with the Trustee or any Paying Agent or then held by
the Company in trust for the payment of the principal of, or premium, if any, or
interest on any Security that are not applied but remain unclaimed by the Holder
of such Security for two years after the date upon which the principal of, or
premium, if any, or interest on such Security shall have respectively become due
and payable shall be repaid to the Company upon Company Request, or if such
moneys are then held by the Company in trust, such moneys shall be released from
such trust; and the Holder of such Security entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company for
the payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease;


                                      -41-

<PAGE>

provided, however, that the Trustee or any such Paying Agent, before being
required to make any such repayment, may, at the expense of the Company, either
mail to each Securityholder affected, at the address shown in the register of
the Securities maintained by the Registrar or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
release of any money held in trust by the Company, Securityholders entitled to
the money must look only to the Company for payment as general creditors unless
applicable abandoned property law designates another person.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1 TRUST INDENTURE ACT CONTROLS.

     If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

10.2 NOTICES.

     Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

     If to the Company:

     Wellman, Inc.
     1041 521 Corporate Center Drive
     Fort Mill, South Carolina 29715
     Attention: Chief Financial Officer

     Copy to:

     Edwards Angell Palmer & Dodge LLP
     750 Lexington Avenue
     New York, New York 10022
     Attention: D. Roger Glenn, Esq.

     If to the Trustee:


                                      -42-

<PAGE>

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).

     Any notice or communication mailed to a Securityholder shall be mailed to
him by first-class mail, postage prepaid, at his address shown on the register
kept by the Registrar. In addition, notices or communications to Securityholders
shall be given by release made to Reuters Economic Services and Bloomberg
Business News.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication to a Securityholder is mailed in the manner provided
above, it shall be deemed duly given five (5) calendar days after mailing,
whether or not the addressee receives it.

     In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice as required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

     In the case of Global Securities, notices or communications to be given to
Securityholders shall be given to the Depositary, in accordance with its
applicable policies as in effect from time to time.

10.3 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.


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<PAGE>

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

10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 10.5 below) stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 10.5 below) stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

10.5 STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

     Each certificate and opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

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

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

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

          (4) a statement as to whether or not, in the opinion of such Person,
     such covenant or condition has been complied with.

10.6 RULES BY TRUSTEE AND AGENTS.

     The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

10.7 BUSINESS DAYS; LEGAL HOLIDAYS.

     A "Business Day" is a day that is not a Legal Holiday. A "Legal Holiday" is
a Saturday, a Sunday, a federally recognized holiday or a day on which banking
institutions are not required to be open in the State of New York.


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<PAGE>

     If a payment date is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

10.8 GOVERNING LAW.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

10.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

10.10 NO RECOURSE AGAINST OTHERS.

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

10.11 SUCCESSORS AND ASSIGNS.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors and assigns, whether so expressed or not. All agreements of
the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind their respective successors and assigns.

10.12 MULTIPLE COUNTERPARTS.

     The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent one
and the same agreement.

10.13 TABLE OF CONTENTS, HEADINGS, ETC.

     The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


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<PAGE>

10.14 SEPARABILTY.

     Each provision of this Indenture shall be considered separable and if for
any reason any provision which is not essential to the effectuation of the basic
purpose of this Indenture or the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

10.15 SECURITIES IN A FOREIGN CURRENCY OR IN EURO.

     Unless otherwise specified in a Board Resolution, a supplemental indenture
hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all Series or all
Series affected by a particular action at the time outstanding and, at such
time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars (including Euro), then the principal amount
of Securities of such Series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of Euro, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "Journal"). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of Euro, the rate of exchange as published in the Journal,
as of the most recent available date, or quotations or, in the case of Euro,
rates of exchange from one or more major banks in The City of New York or in the
country of issue of the currency in question or, in the case of Euro, in
Luxembourg or such other quotations or, in the case of Euro, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

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

10.16 JUDGMENT CURRENCY.

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be


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<PAGE>

rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
day on which final unappealable judgment is entered, unless such day is not a
New York Banking Day, then, the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable, and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.

                  [Remainder of Page Intentionally Left Blank]


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<PAGE>

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

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

                                        WELLMAN, INC.


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


                                        [Name of Trustee]


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


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