<PAGE>

                                                                    Exhibit 4.21

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

                                   ONEOK, INC.

                          SUBORDINATED DEBT SECURITIES

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

                                    INDENTURE

                           Dated as of April __, 2003

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

                                  SUNTRUST BANK

                                     TRUSTEE

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

<PAGE>

                Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of April __, 2003

         TRUST INDENTURE
         ACT SECTION                                        INDENTURE SECTION
Section 310                (a)(1)                    608
                           (a)(2)                    608
                           (a)(5)                    608
                           (b)                       607, 609
Section 311                (a)                       613
                           (b)                       613
Section 312                (c)                       701
Section 313                (a)                       702
                           (c)                       702, 703
Section 314                (a)                       703
                           (a)(4)                    1004
                           (c)(1)                    102
                           (c)(2)                    102
                           (e)                       102
Section 315                (b)                       601
                           (d)                       602
                           (e)                       514
Section 316                (a)(last sentence)        101 ("Outstanding")
                           (a)(1)(A)                 502, 512
                           (a)(1)(B)                 513
                           (b)                       508
                           (c)                       104(d)
Section 317                (a)(1)                    503
                           (a)(2)                    504
                           (b)                       1003
Section 318                (a)                       107

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
RECITALS OF THE COMPANY    ............................................................................1

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.     Definitions...........................................................................1
                 Act...................................................................................2
                 Additional Amounts....................................................................2
                 Additional Junior Indebtedness........................................................2
                 Affiliate.............................................................................2
                 Attributable Debt.....................................................................2
                 Authenticating Agent..................................................................2
                 Authorized Newspaper..................................................................2
                 Bankruptcy Law........................................................................3
                 Board of Directors....................................................................3
                 Board Resolution......................................................................3
                 Book-Entry Security...................................................................3
                 Business Day..........................................................................3
                 Capital Stock.........................................................................3
                 Clearstream Banking...................................................................3
                 Commission............................................................................3
                 Common Stock..........................................................................3
                 Company...............................................................................3
                 Company Request.......................................................................3
                 Consolidated Net Tangible Assets......................................................4
                 Conversion Agent......................................................................4
                 Conversion Rate.......................................................................4
                 Corporate Trust Office................................................................4
                 corporation...........................................................................4
                 covenant defeasance...................................................................4
                 Custodian.............................................................................4
                 Default...............................................................................4
                 Defaulted Interest....................................................................4
                 Default Notice........................................................................4
                 defeasance............................................................................4
                 Definitive Security...................................................................4
                 Depositary............................................................................5
                 Euroclear.............................................................................5
                 Event of Default......................................................................5
                 Exchange Act..........................................................................5
                 Extension Notice......................................................................5
                 Final Maturity........................................................................5
                 Funded Indebtedness...................................................................5
                 generally accepted accounting principles..............................................5
                 Global Securities.....................................................................5
</TABLE>

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<TABLE>
                 <S>                                                                                  <C>
                 Government Obligations................................................................5
                 guarantee.............................................................................5
                 Holder................................................................................6
                 incorporated provision................................................................6
                 Indebtedness..........................................................................6
                 Indenture.............................................................................6
                 Indexed Security......................................................................6
                 interest..............................................................................6
                 Interest Payment Date.................................................................6
                 Lien..................................................................................6
                 mandatory sinking fund payment........................................................7
                 Maturity..............................................................................7
                 Non-Recourse Indebtedness.............................................................7
                 Officers' Certificate.................................................................7
                 Opinion of Counsel....................................................................7
                 Option to Elect Repayment.............................................................7
                 Optional Reset Date...................................................................7
                 optional sinking fund payment.........................................................7
                 Original Issue Discount Security......................................................8
                 Original Stated Maturity..............................................................8
                 Outstanding...........................................................................8
                 Paying Agent..........................................................................9
                 Payment Blockage Period...............................................................9
                 Person................................................................................9
                 Place of Payment......................................................................9
                 Predecessor Security..................................................................9
                 Principal Property....................................................................9
                 Redemption Date.......................................................................9
                 Redemption Price......................................................................9
                 Regular Record Date...................................................................9
                 Repayment Price.......................................................................9
                 Reset Notice..........................................................................9
                 Responsible Officer..................................................................10
                 Restricted Securities................................................................10
                 Sale and Leaseback Transaction.......................................................10
                 Securities...........................................................................10
                 Security Register\ and \Security Registrar...........................................10
                 Senior Indebtedness..................................................................10
                 Special Record Date..................................................................11
                 Stated Maturity......................................................................11
                 Subsequent Interest Period...........................................................11
                 Subsidiary...........................................................................11
                 Trading Day..........................................................................11
                 Trust Indenture Act..................................................................12
                 Trustee..............................................................................12
                 United States........................................................................12
</TABLE>

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<TABLE>
<S>                                                                                                   <C>
                 United States person.................................................................12
                 Vice President.......................................................................12
                 Yield to Maturity....................................................................12
SECTION 102.     Compliance Certificates and Opinions.................................................12
SECTION 103.     Form of Documents Delivered to Trustee...............................................13
SECTION 104.     Acts of Holders......................................................................13
SECTION 105.     Notices, etc. to Trustee and Company.................................................14
SECTION 106.     Notice to Holders; Waiver............................................................15
SECTION 107.     Conflict of any Provision of Indenture with Trust Indenture Act......................15
SECTION 108.     Effect of Headings and Table of Contents.............................................16
SECTION 109.     Successors and Assigns...............................................................16
SECTION 110.     Separability Clause..................................................................16
SECTION 111.     Benefits of Indenture................................................................16
SECTION 112.     Governing Law........................................................................16
SECTION 113.     Legal Holidays.......................................................................16
SECTION 114.     No Recourse Against Others...........................................................17

                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201.     Forms Generally......................................................................17
SECTION 202.     Form of Trustee's Certificate of Authentication......................................17
SECTION 203.     Securities Issuable in Global Form...................................................18
SECTION 204.     Form of Legend for Book-Entry Securities.............................................19

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301.     Amount Unlimited; Issuable in Series.................................................19
SECTION 302.     Denominations........................................................................22
SECTION 303.     Execution, Authentication, Delivery and Dating.......................................22
SECTION 304.     Book-Entry Securities................................................................24
SECTION 305.     Temporary Securities.................................................................25
SECTION 306.     Registration, Registration of Transfer and Exchange..................................26
SECTION 307.     Mutilated, Destroyed, Lost and Stolen Securities.....................................27
SECTION 308.     Payment of Interest; Interest Rights Preserved; Optional Interest Reset..............28
SECTION 309.     Optional Extension of Stated Maturity................................................30
SECTION 310.     Persons Deemed Owners................................................................31
SECTION 311.     Cancellation.........................................................................31
SECTION 312.     Computation of Interest..............................................................32
SECTION 313.     CUSIP Numbers........................................................................32

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.     Satisfaction and Discharge of Indenture..............................................32
SECTION 402.     Application of Trust Money...........................................................33
</TABLE>

                                       iii

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<TABLE>
<S>                                                                                                   <C>
                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501.     Events of Default....................................................................33
SECTION 502.     Acceleration of Maturity; Rescission and Annulment...................................35
SECTION 503.     Collection of Indebtedness and Suits for Enforcement by Trustee......................36
SECTION 504.     Trustee May File Proofs of Claim.....................................................36
SECTION 505.     Trustee May Enforce Claims Without Possession of Securities..........................37
SECTION 506.     Application of Money Collected.......................................................37
SECTION 507.     Limitation on Suits..................................................................38
SECTION 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest............38
SECTION 509.     Restoration of Rights and Remedies...................................................38
SECTION 510.     Rights and Remedies Cumulative.......................................................39
SECTION 511.     Delay or Omission Not Waiver.........................................................39
SECTION 512.     Control by Holders...................................................................39
SECTION 513.     Waiver of Past Defaults..............................................................39
SECTION 514.     Undertaking for Costs................................................................40
SECTION 515.     Waiver of Stay or Extension Laws.....................................................40

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601.     Notice of Defaults...................................................................40
SECTION 602.     Certain Rights of Trustee............................................................41
SECTION 603.     Trustee Not Responsible for Recitals or Issuance of Securities.......................43
SECTION 604.     May Hold Securities..................................................................43
SECTION 605.     Money Held in Trust..................................................................44
SECTION 606.     Compensation and Reimbursement.......................................................44
SECTION 607.     Conflicting Interests................................................................44
SECTION 608.     Corporate Trustee Required; Eligibility; Conflicting Interests.......................44
SECTION 609.     Resignation and Removal; Appointment of Successor....................................45
SECTION 610.     Acceptance of Appointment by Successor...............................................46
SECTION 611.     Merger, Conversion, Consolidation or Succession to Business..........................47
SECTION 612.     Appointment of Authenticating Agent..................................................48
SECTION 613.     Collection of Claims Against Company.................................................49
SECTION 614.     Provisions for Separate Trustees and Co-Trustees.....................................49

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.     Disclosure of Names and Addresses of Holders.........................................51
SECTION 702.     Reports by Trustee...................................................................51
SECTION 703.     Reports by Company...................................................................51

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.     Company May Consolidate, Etc., Only on Certain Terms.................................52
SECTION 802.     Rights and Duties of Successor Corporation...........................................52
</TABLE>

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<TABLE>
<S>                                                                                                   <C>
SECTION 803.     Securities to be Secured in Certain Events...........................................53

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.     Supplemental Indentures Without Consent of Holders...................................53
SECTION 902.     Supplemental Indentures with Consent of Holders......................................55
SECTION 903.     Execution of Supplemental Indentures.................................................56
SECTION 904.     Effect of Supplemental Indentures....................................................56
SECTION 905.     Conformity with Trust Indenture Act..................................................56
SECTION 906.     Reference in Securities to Supplemental Indentures...................................56
SECTION 907.     Notice of Supplemental Indentures....................................................56

                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001.    Payment of Principal, Premium and Interest...........................................57
SECTION 1002.    Maintenance of Office or Agency......................................................57
SECTION 1003.    Money for Security Payments to Be Held in Trust......................................57
SECTION 1004.    Statement as to Compliance...........................................................59
SECTION 1005.    Corporate Existence..................................................................59
SECTION 1006.    Limitations on Liens.................................................................59
SECTION 1007.    Limitations on Sale and Leaseback Transactions.......................................61
SECTION 1008.    Additional Amounts...................................................................62
SECTION 1009.    Waiver of Certain Covenants..........................................................63

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101.    Applicability of Article.............................................................63
SECTION 1102.    Election to Redeem; Notice to Trustee................................................63
SECTION 1103.    Selection by Trustee of Securities to Be Redeemed....................................63
SECTION 1104.    Notice of Redemption.................................................................64
SECTION 1105.    Deposit of Redemption Price..........................................................65
SECTION 1106.    Securities Payable on Redemption Date................................................65
SECTION 1107.    Securities Redeemed in Part..........................................................66

                                 ARTICLE TWELVE
                                   CONVERSION

SECTION 1201.    Conversion...........................................................................66
SECTION 1202.    Conversion Procedure.................................................................66
SECTION 1203.    Taxes on Conversion..................................................................67
SECTION 1204.    Company Determination Final..........................................................67
SECTION 1205.    Trustee's and Conversion Agent's Disclaimer..........................................68
SECTION 1206.    Company to Provide Conversion Securities.............................................68
SECTION 1207.    Cash Settlement Option...............................................................68

                                ARTICLE THIRTEEN
                                  SINKING FUNDS

SECTION 1301.    Applicability of Article.............................................................69
</TABLE>

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<TABLE>
<S>                                                                                                   <C>
SECTION 1302.    Satisfaction of Sinking Fund Payments with Securities................................69
SECTION 1303.    Redemption of Securities for Sinking Fund............................................70

                                ARTICLE FOURTEEN
                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1401.    Applicability of Article.............................................................71
SECTION 1402.    Repayment of Securities..............................................................71
SECTION 1403.    Exercise of Option...................................................................71
SECTION 1404.    When Securities Presented for Repayment Become Due and Payable.......................72
SECTION 1405.    Securities Repaid in Part............................................................72

                                 ARTICLE FIFTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501.    Company's Option to Effect Defeasance or Covenant Defeasance.........................72
SECTION 1502.    Defeasance and Discharge.............................................................73
SECTION 1503.    Covenant Defeasance..................................................................73
SECTION 1504.    Conditions to Defeasance or Covenant Defeasance......................................74
SECTION 1505.    Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
                 Provisions...........................................................................75
SECTION 1506.    Reinstatement........................................................................76

                                 ARTICLE SIXTEEN
                           SUBORDINATION OF SECURITIES

SECTION 1601.    Agreement to Subordinate.............................................................76
SECTION 1602.    Distribution on Dissolution, Liquidation and Reorganization;
                 Subrogation of Securities............................................................76
SECTION 1603.    No Payment on Securities in Certain Circumstances....................................78
SECTION 1604.    Payments on Securities Permitted.....................................................79
SECTION 1605.    Authorization of Holders to Trustee to Effect Subordination..........................80
SECTION 1606.    Notices to Trustee...................................................................80
SECTION 1607.    Trustee as Holder of Senior Indebtedness.............................................80
SECTION 1608.    Modifications of Terms of Senior Indebtedness........................................81
SECTION 1609.    Reliance on Judicial Order or Certificate of Liquidating Agent.......................81
</TABLE>

                                       vi

<PAGE>

                INDENTURE, dated as of April __, 2003 between ONEOK, Inc., an
Oklahoma corporation (herein called the "Company"), and SunTrust Bank, a Georgia
banking corporation with trust powers, as trustee (herein called 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 subordinated
debt securities (herein called the "Securities"), to be issued in one or more
series as in this Indenture provided.

                This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

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

                NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of a series
thereof, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                SECTION 101.   Definitions.

                For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                (1)     the terms defined in this Article have the meanings
        assigned to them in this Article and include the plural as well as the
        singular;

                (2)     all other terms used herein which are defined in the
        Trust Indenture Act, either directly or by reference therein, have the
        meanings assigned to them therein, and the terms "cash transaction" and
        "self-liquidating paper", as used in TIA Section 311, shall have the
        meanings assigned to them in the rules of the Commission adopted under
        the Trust Indenture Act;

                (3)     all accounting terms not otherwise defined herein have
        the meanings assigned to them in accordance with generally accepted
        accounting principles and except as otherwise herein expressly provided,
        the term "generally accepted accounting principles" with respect to any
        computation required or permitted hereunder shall mean

                                        1

<PAGE>

        such accounting principles as are generally accepted in the United
        States on the date hereof; and

                (4)     the words "herein", "hereof" and "hereunder" and other
        words of similar import refer to this Indenture as a whole and not to
        any particular Article, Section or other subdivision.

                Certain terms, used principally in Article Three, are defined in
that Article.

                "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                "Additional Amounts" has the meaning specified in Section 1008.

                "Additional Junior Indebtedness" means, without duplication and
other than the Securities, any indebtedness, liabilities, guarantees or
obligations of the Company, or any Subsidiary of the Company, under debt
securities (or guarantees in respect of debt securities, preferred securities or
trust securities) initially issued after the date of this Indenture to any
trust, or a trustee of a trust, partnership or other entity which is an
Affiliate of the Company that is, directly or indirectly, a finance Subsidiary
(as such term is defined in Rule 3a-5 under the Investment Company Act of 1940)
or other financing vehicle of the Company or any Subsidiary of the Company in
connection with the issuance by that entity of preferred securities or other
securities that are issued on a pari passu basis with the Securities.

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

                "Attributable Debt" means, as to any particular lease under
which any Person is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining term thereof (excluding
amounts required to be paid on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges and contingent
rents), discounted from the respective due dates thereof at the weighted average
of the rates of interest (or Yield to Maturity, in the case of Original Issue
Discount Securities) borne by the Securities then outstanding under the
Indenture, compounded annually.

                "Authenticating Agent" means any Person appointed by the Trustee
to act on behalf of the Trustee pursuant to Section 612 to authenticate
Securities.

                "Authorized Newspaper" means a newspaper, in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such

                                        2

<PAGE>

place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

                "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

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

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

                "Book-Entry Security" has the meaning specified in Section 304.

                "Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law, regulation or executive order
to close.

                "Capital Stock" means, with respect to any corporation, any and
all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests (however designated) in stock issued by that
corporation.

                "Clearstream" means Clearstream Banking, societe anonyme, or its
successor.

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

                "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company.

                "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of TIA Sections 310 through 317 as they
are applicable to the Company, the term "Company" shall include any other
obligor with respect to the Securities for the purposes of complying with such
provisions.

                "Company Request" or "Company Order" means a written request or
order signed in the name of the Company (i) by its Chairman, Chief Executive
Officer, its President or a Vice President and (ii) by its Treasurer, an
Assistant Treasurer, its Corporate Secretary or an Assistant

                                        3

<PAGE>

Corporate Secretary and delivered to the Trustee; provided, however, that such
written request or order may be signed by any two of the officers or directors
listed in clause (i) above in lieu of being signed by one of such officers or
directors listed in such clause (i) and one of the officers listed in clause
(ii) above.

                "Consolidated Net Tangible Assets" means (i) the total amount of
assets (less applicable reserves and other properly deductible items) which
under GAAP would be included on a consolidated balance sheet of the Company and
its Subsidiaries after deducting therefrom (a) all current liabilities,
provided, however, that there shall not be deducted billings recorded as
revenues deferred pending the outcome of rate proceedings (less applicable
income taxes thereon), if and to the extent the obligation to refund the same
shall not have been finally determined, (b) appropriate allowance for minority
interests in common stocks of Subsidiaries and (c) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case under GAAP would be included on such
consolidated balance sheet, less (ii) the amount which would be so included on
such consolidated balance sheet for investments (less applicable reserves) made
in Subsidiaries.

                "Conversion Agent" means the office or agency where Securities
may be presented for conversion.

                "Conversion Rate" means such number or amount of shares of
Common Stock or other equity or debt securities of the Company for which $1,000
aggregate principal amount of Securities of any series is convertible, initially
as stated in the Board Resolution authorizing the series and as adjusted
pursuant to the terms of this Indenture and the relevant Board Resolution.

                "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office on the date of execution of this Indenture is located
at 25 Park Place, 24th Floor, Atlanta, Georgia, 30303, Attention: Corporate
Trust Department.

                "corporation" includes corporations, associations, partnerships,
limited liability companies, companies and business trusts.

                "covenant defeasance" has the meaning specified in Section 1503
hereof.

                "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar officer under any Bankruptcy Law.

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

                "Defaulted Interest" has the meaning specified in Section 308
hereof.

                "Default Notice" has the meaning specified in Section 1603
hereof.

                "defeasance" has the meaning specified in Section 1502 hereof.

                "Definitive Security" has the meaning specified in Section 304
hereof.

                                        4

<PAGE>

                "Depositary" has the meaning specified in Section 304.

                "Euroclear" means Euroclear Bank S.A./N.V., or its successor as
operator of the Euroclear System.

                "Event of Default" has the meaning specified in Section 501.

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

                "Extension Notice" and "Extension Period" shall have the
meanings specified in Section 309.

                "Final Maturity" has the meaning specified in Section 309.

                "Funded Indebtedness" as applied to any Person, means all
Indebtedness of such Person maturing after, or renewable or extendable at the
option of such Person beyond, 12 months from the date of determination.

                "generally accepted accounting principles" or "GAAP" has the
meaning specified in Section 101(3).

                "Global Securities" means one or more Securities evidencing all
or part of the Securities to be issued as Book-Entry Securities, issued to the
Depositary in accordance with Section 301 and bearing the legend prescribed in
Section 204.

                "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the United States government or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States government, the payment of which is
unconditionally guaranteed by the United States government, which, in either
case, are full faith and credit obligations of the United States government
payable and are not callable or redeemable at the option of the issuer thereof
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt.

                "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation or (ii) an agreement, direct or indirect, contingent or
otherwise, providing assurance of the payment or performance (or payment of
damages in the event of non-performance) of any part or all of such obligation,
including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit. Notwithstanding anything herein to the contrary, a guarantee
shall not include any

                                        5

<PAGE>

agreement solely because such agreement creates a Lien on the assets of any
Person. The amount of a guarantee shall be deemed to be the maximum amount of
the obligation guaranteed for which the guarantor could be held liable under
such guarantee.

                "Holder" means the Person in whose name a Security is registered
in the Security Register.

                "incorporated provision" has the meaning specified in Section
107.

                "Indebtedness" means obligations for money borrowed, evidenced
by notes, bonds, debentures or other similar evidences of indebtedness.

                "Indenture" means this instrument as originally executed
(including all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

                "Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

                "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity at the rate prescribed in such Original Issue Discount
Security.

                "Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of an installment of interest on such
Securities.

                "Lien" means any lien, mortgage, pledge, encumbrance, charge or
security interest securing Indebtedness; provided, however, that the following
types of transactions will not be considered for purposes of this definition to
result in a Lien: (i) any acquisition by the Company or any Restricted
Subsidiary of any property or assets subject to any reservation or exception
under the terms of which any vendor, lessor or assignor creates, reserves or
excepts or has created, reserved or excepted an interest in oil, gas or any
other mineral in place or the proceeds thereof, (ii) any conveyance or
assignment whereby the Company or any Restricted Subsidiary conveys or assigns
to any Person or Persons an interest in oil, gas or any other

                                        6

<PAGE>

mineral in place or the proceeds thereof, (iii) any Lien upon any property or
assets either owned or leased by the Company or any Restricted Subsidiary or in
which the Company or any Restricted Subsidiary owns an interest that secures for
the benefit of the Person or Persons paying the expenses of developing or
conducting operations for the recovery, storage, transportation or sale of the
mineral resources of such property or assets (or property or assets with which
it is unitized) the payment to such Person or Persons of the Company's or the
Restricted Subsidiary's proportionate part of such development or operating
expenses or (iv) any hedging arrangements entered into in the ordinary course of
business, including any obligation to deliver any mineral, commodity or asset in
connection therewith.

                "mandatory sinking fund payment" shall have the meaning
specified in Section 1301.

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

                "Non-Recourse Indebtedness" means, at any time, Indebtedness
incurred after the date of the Indenture by the Company or a Restricted
Subsidiary in connection with the acquisition of property or assets by the
Company or a Restricted Subsidiary or the financing of the construction of or
improvements on property, whenever acquired, provided that, under the terms of
such Indebtedness and pursuant to applicable law, the recourse at such time and
thereafter of the lenders with respect to such Indebtedness is limited to the
property or assets so acquired, or such construction or improvements, including
Indebtedness as to which a performance or completion guarantee or similar
undertaking was initially applicable to such Indebtedness or the related
property or assets if such guarantee or similar undertaking has been satisfied
and is no longer in effect.

                "Officers' Certificate" means a certificate signed by (i) the
Chairman, Chief Executive Officer, the President, a Vice President or the
Treasurer of the Company and (ii) the Corporate Secretary or an Assistant
Corporate Secretary of the Company and delivered to the Trustee; provided,
however, that such certificate may be signed by two of the officers or directors
listed in clause (i) above in lieu of being signed by one of such officers or
directors listed in such clause (i) and one of the officers listed in clause
(ii) above.

                "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company, and who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in TIA Section 314(e) to
the extent applicable.

                "Option to Elect Repayment" shall have the meaning specified in
Section 1403.

                "Optional Reset Date" shall have the meaning specified in
Section 308.

                "optional sinking fund payment" shall have the meaning specified
in Section 1301.

                                        7

<PAGE>

                "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

                "Original Stated Maturity" shall have the meaning specified in
Section 309.

                "Outstanding" when used with respect to Securities means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this, Indenture, except:

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

                (ii)    Securities, or portions thereof, for whose payment,
        purchase, redemption or repayment at the option of the Holder money in
        the necessary amount has been theretofore deposited with the Trustee or
        any Paying Agent (other than the Company) in trust or set aside and
        segregated in trust by the Company (if the Company shall act as its own
        Paying Agent) for the Holders of such Securities; provided that, if such
        Securities are to be redeemed, notice of such redemption has been duly
        given pursuant to this Indenture or provision therefor satisfactory to
        the Trustee has been made;

                (iii)   Securities, except to the extent provided in Sections
        1502 and 1503, with respect to which the Company has effected defeasance
        and/or covenant defeasance as provided in Article Fifteen; and

                (iv)    Securities paid pursuant to Section 307 or Securities in
        exchange for or in lieu of which other Securities have been
        authenticated and delivered pursuant to this Indenture, other than any
        such Securities in respect of which there shall have been presented to
        the Trustee proof satisfactory to it that such Securities are held by a
        bona fide purchaser in whose hands such Securities are valid obligations
        of the Company; provided, however, that, in determining whether the
        Holders of the requisite principal amount of Outstanding Securities have
        given any request, demand, direction, consent or waiver hereunder or are
        present at a meeting of Holders for quorum purposes, and for the purpose
        of making the calculations required by TIA Section 313, (i) the
        principal amount of an Original Issue Discount Security that may be
        counted in making such determination or calculation and that shall be
        deemed to be Outstanding for such purpose shall be equal to the amount
        of principal thereof that would be (or shall have been declared to be)
        due and payable, at the time of such determination, upon a declaration
        of acceleration of the maturity thereof pursuant to Section 502, (ii)
        the principal amount of any Indexed Security that may be counted in
        making such determination or calculation and that shall be deemed
        outstanding for such purpose shall be equal to the principal face amount
        of such Indexed Security at original issuance, unless otherwise provided
        with respect to such Security pursuant to Section 301, and (iii)
        Securities owned by the Company or any other obligor upon the Securities
        or any Affiliate of the Company or of such other obligor shall be
        disregarded and deemed not to be Outstanding, except that, in
        determining whether the Trustee shall be protected in making such
        calculation or in relying upon any such request, demand, authorization,
        direction, notice, consent or waiver, only Securities

                                        8

<PAGE>

        which the Trustee actually knows to be so owned shall be so disregarded.
        Securities so owned which have been pledged in good faith may be
        regarded as Outstanding if the pledgee establishes to the satisfaction
        of the Trustee the pledgee's right so to act with respect to such
        Securities and that the pledgee is not the Company or any other obligor
        upon the Securities or any Affiliate of the Company or such other
        obligor.

                "Paying Agent" means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (or premium, if
any) or interest, if any, on any Securities on behalf of the Company.

                "Payment Blockage Period" has the meaning specified in Section
1603 hereof.

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

                "Place of Payment" means, when used with respect to the
Securities of or within any series, the place or places where the principal of
(and premium, if any) and interest, if any, on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

                "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 307 in exchange for a
mutilated Security or in lieu of a destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                "Principal Property" means any property located in the United
States, except any such property that in the opinion of the Board of Directors
of the Company is not of material importance to the total business conducted by
the Company and its consolidated Subsidiaries.

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

                "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of or within any series means the date specified
for that purpose as contemplated by Section 301.

                "Repayment Date" means, when used with respect to any Security
to be repaid at the option of the Holder, the date fixed for such repayment
pursuant to this Indenture.

                "Repayment Price" means, when used with respect to any Security
to be repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture.

                "Reset Notice" shall have the meaning specified in Section 308.

                                        9

<PAGE>

                "Responsible Officer", when used with respect to the Trustee,
means any vice-president, assistant vice president, any assistant secretary, any
assistant treasurer, any trust officer or assistant trust officer, the
controller and any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, in each case who are assigned by the Trustee to
administer corporate trust matters at its Corporate Trust Office and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

                "Restricted Securities" has the meaning specified in Section
1006.

                "Restricted Subsidiary" means any Subsidiary that owns or leases
a Principal Property.

                "Sale and Leaseback Transaction" means any arrangement with any
Person pursuant to which the Company or any Restricted Subsidiary leases any
Principal Property that has been or is to be sold or transferred by the Company
or the Restricted Subsidiary to such Person, other than (i) a lease for a term,
including renewals at the option of the lessee, of not more than three years or
classified as an operating lease under generally accepted accounting principles,
(ii) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, (iii) leases of a Principal Property executed by the
time of, or within 12 months after the latest of, the acquisition, the
completion of construction or improvement, or the commencement of commercial
operation, of the Principal Property and (iv) the ground lease for ONEOK Plaza,
100 West Fifth Street, Tulsa, OK 74103.

                "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

                "Security Register" and "Security Registrar" have the respective
meanings specified in Section 306.

                "Senior Indebtedness" means, with respect to the Company, (i)
the principal, premium, if any, and interest (including interest, whether or not
allowable, accruing after the filing of a petition initiating any proceeding
under any state, federal or foreign bankruptcy law) in respect of (A)
Indebtedness of the Company and obligations related thereto and (B) Indebtedness
evidenced by securities, debentures, notes, bonds or other similar instruments
issued by the Company; (ii) all capital lease, purchase money and similar
obligations of the Company; (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of the Company and all obligations of the Company under any title
retention agreement; (iv) all obligations of the Company for the reimbursement
of any letter of credit, any banker's acceptance, any security purchase
facility, any repurchase agreement or similar arrangement, any commercial paper,
any interest rate swap, any other

                                       10

<PAGE>

hedging arrangement, any obligation under options or any similar credit or other
transaction; (v) all obligations for indemnification, contributions, earnouts,
adjustments of purchase price or similar obligations; (vi) all obligations in
respect of workers compensation claims, self-insurance, indemnities, bid
performance, warranty release, appeal, surety and similar bonds; (vii) all
obligations of the type referred to in clauses (i) through (vi) above of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise; (viii) all obligations of the type referred to
in clauses (i) through (vii) above of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company); (ix) any other indebtedness or obligations other than those which
are specifically deemed not Senior Indebtedness pursuant to the next sentence;
and (x) all renewals, extensions, modifications and refunding of obligations of
the type referred to in clauses (i) through (ix) above, whether incurred on or
prior to the date of this Indenture or thereafter incurred. Notwithstanding the
foregoing, "Senior Indebtedness" shall not include (1) any Additional Junior
Indebtedness, (2) Securities issued pursuant to this Indenture and guarantees in
respect of such Securities, (3) trade accounts payable of the Company arising in
the ordinary course of business (such trade accounts payable being pari passu in
right of payment to the Securities), or (4) obligations with respect to which in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are pari passu or junior in
right of payment to the Securities. Senior Indebtedness shall continue to be
Senior Indebtedness and be entitled to the subordination provisions set forth in
this Indenture irrespective of any amendment, modification or waiver of any term
of such Senior Indebtedness.

                "Special Record Date" means a date fixed by the Trustee for the
payment of any Defaulted Interest pursuant to Section 308.

                "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security representing such installment of principal or interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 309.

                "Subsequent Interest Period" shall have the meaning specified in
Section 308.

                "Subsidiary" of the Company means (i) a corporation, of which a
majority of the Capital Stock with voting power, under ordinary circumstances,
to elect directors is owned, directly or indirectly, at the date of
determination, by the Company, by one or more Subsidiaries or by the Company and
one or more Subsidiaries or (ii) any other Person (other than a corporation) in
which at the date of determination the Company, one or more Subsidiaries or the
Company and one or more Subsidiaries, directly or indirectly, has at least a
majority ownership and power to direct the policies, management and affairs
thereof.

                "Trading Day" means each day on which the securities exchange or
automated quotation system that is used to determine the Market Price (as
defined in Section 1207) is open for trading or quotation.

                                       11

<PAGE>

                "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended, and as in force at the date as of which this Indenture was
executed, except as provided in Section 905.

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

                "United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                "United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

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

                "Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

                SECTION 102.   Compliance Certificates and Opinions.

                Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

                Every certificate or opinion (other than the certificates
required by Section 1004) with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

                                       12

<PAGE>

                (1)     a statement that each individual signing such
        certificate or opinion has read such covenant or condition and the
        definitions herein relating thereto;

                (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 each such
        individual, he has made such examination or investigation as is
        necessary to enable him to express an informed opinion as to whether or
        not such covenant or condition has been complied with; and

                (4)     a statement as to whether, in the opinion of each such
        individual, such covenant or condition has been complied with.

                SECTION 103.   Form of Documents Delivered to Trustee.

                In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

                Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                SECTION 104.   Acts of Holders.

                (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such

                                       13

<PAGE>

instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for
any purpose of this Indenture and (subject to TIA Section 315) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

                (b)     The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.

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

                (d)     If the Company shall solicit from the Holders of
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a Board
Resolution, fix in advance a record date for the determination of such Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.

                Notwithstanding TIA Section 316(c), any such record date shall
be the record date specified in or pursuant to such Board Resolution, which
shall be a date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith and no later than the date such solicitation
is completed.

                If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Securities then
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Securities then Outstanding shall be computed as of such record
date; provided that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

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

                SECTION 105.   Notices, etc. to Trustee and Company.

                Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                                       14

<PAGE>

                (1)     the Trustee by any Holder, an agent of any bank or the
        Company shall be sufficient for every purpose hereunder if made, given,
        furnished or delivered, in writing, to or with the Trustee at its
        Corporate Trust Office, Attention: Corporate Trust Department; or

                (2)     the Company by the Trustee or by any Holder shall be
        sufficient for every purpose hereunder (unless otherwise herein
        expressly provided) if made, given, furnished or delivered, in writing,
        to the Company addressed to it at: 100 West Fifth Street, Tulsa,
        Oklahoma 74103, Attention: Chief Financial Officer, or at any other
        address previously furnished in writing to the Trustee by the Company.

                SECTION 106.   Notice to Holders; Waiver.

                Where this Indenture provides for notice of any event to Holders
of Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders of Securities. Any notice mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.

                In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impractical to
mail notice of any event to Holders of Securities when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be
sufficient giving of such notice for every purpose hereunder.

                Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                SECTION 107.   Conflict of any Provision of Indenture with Trust
Indenture Act.

                If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA Sections 310 to
318, inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections, such imposed duties or incorporated provision shall control.

                                       15

<PAGE>

If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or excluded, as the
case may be.

                SECTION 108.   Effect of Headings and Table of Contents.

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

                SECTION 109.   Successors and Assigns.

                All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                SECTION 110.   Separability Clause.

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

                SECTION 111.   Benefits of Indenture.

                Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar, any Conversion
Agent and their successors hereunder and the Holders of Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                SECTION 112.   Governing Law.

                This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws principles. This Indenture is subject to the provisions of
the Trust Indenture Act that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

                SECTION 113.   Legal Holidays.

                In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or Maturity of any Security or any
date on which a Security may be converted shall not be a Business Day at any
Place of Payment, or the place where the Conversion Agent is located in the case
of a conversion of a Security (the "Place of Conversion"), then (notwithstanding
any other provision of this Indenture or of any Security other than a provision
in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section), payment of principal (or premium, if any)
or interest, if any, need not be made at such Place of Payment on such date, or
any such conversion need not take place at such Place of Conversion, but may be
made on the next succeeding Business Day at such Place of Payment or such Place
of Conversion, as the case may be, with the same force and effect as if made on
the Interest Payment Date or Redemption Date or sinking fund payment date, or at
the Stated Maturity or Maturity or the conversion date; provided that no
interest shall

                                       16

<PAGE>

accrue for the period from and after such Interest Payment Date, Redemption
Date, sinking fund payment date, Stated Maturity or Maturity, or conversion date
as the case may be.

                SECTION 114.   No Recourse Against Others.

                A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting any of
the Securities waives and releases all such liability.

                                   ARTICLE TWO

                                 SECURITY FORMS

                SECTION 201.   Forms Generally.

                The Securities shall be in substantially the forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the forms of Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Corporate Secretary
or an Assistant Corporate Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

                The Trustee's certificate of authentication on all Securities
shall be in substantially the form set forth in this Article.

                The definitive Securities shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities.

                SECTION 202.   Form of Trustee's Certificate of Authentication.

                Subject to Section 612, the Trustee's certificate of
authentication shall be in substantially the following form:

                                       17

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                Dated:
                      ----------------------------

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

                                             SunTrust Bank, as Trustee

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

                SECTION 203.   Securities Issuable in Global Form.

                When Securities of or within a series are issued in global form,
as specified as contemplated by Section 301, then any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject
to the provisions of Section 303 and, if applicable, Section 305, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
305 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

                The provisions of the last sentence of Section 303 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

                Notwithstanding the provisions of Section 308, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

                                       18

<PAGE>

                Notwithstanding the provisions of Section 310 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent Global Security the Holder
of such permanent Global Security.

                SECTION 204.   Form of Legend for Book-Entry Securities.

                Any Global Security authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Security) 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 A DEPOSITORY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                  ARTICLE THREE

                                 THE SECURITIES

                SECTION 301.   Amount Unlimited; Issuable in Series.

                The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
shall be subordinated in right of payment to Senior Indebtedness as provided in
Article Sixteen.

                The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (9) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

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

                (2)     The aggregate principal amount of the Securities of the
        series, the percentage of their principal amount at which the Securities
        of the series shall be issued and the date or dates on which the
        principal of the Securities of the series will be payable or the method
        by which such date or dates will be determined or extended;

                                       19

<PAGE>

                (3)     The rate or rates (which may be fixed or variable) at
        which the Securities of the series shall bear interest, if any, and, if
        variable, the method by which such rate or rates shall be determined;

                (4)     The date or dates from which any interest will accrue or
        the method by which such date or dates will be determined, the date or
        dates on which any interest will be payable (including the Regular
        Record Dates for such Interest Payment Dates) and the basis on which any
        interest will be calculated if other than on the basis of a 360-day year
        of twelve 30-day months;

                (5)     The place or places, if any, other than or in addition
        to New York City, where the principal of (and premium, if any, on) and
        interest, if any, on the Securities of the series will be payable, where
        any Securities may be surrendered for registration of transfer, where
        the Securities of the series may be surrendered for exchange and where
        notices or demands to or upon the Company in respect of the Securities
        of the series may be served;

                (6)     The period or periods within which, the price or prices
        at which, and the other terms and conditions upon which, the Securities
        of the series may be redeemed, in whole or in part, at the option of the
        Company, if the Company is to have that option;

                (7)     The obligation, if any, of the Company to redeem,
        purchase or repay the Securities of the series, in whole or in part,
        pursuant to any sinking fund or analogous provision or at the option of
        a holder thereof, and the period or periods within which, the price or
        prices at which, and the other terms and conditions upon which, the
        Securities of the series will be so redeemed, purchased or repaid;

                (8)     Whether the amount of payments of principal of (and
        premium, if any, on) and interest, if any, on the Securities of the
        series may be determined with reference to an index, formula or other
        method (which index, formula or method may, without limitation, be based
        on one or more commodities, equity indices or other indices) and the
        manner in which such amounts will be determined;

                (9)     Any deletions from, modifications of or additions to the
        Events of Default or covenants of the Company or other provisions with
        respect to the Securities of the series (which Events of Default or
        covenants may or may not be consistent with the Events of Default or
        covenants set forth in the general provisions of this Indenture);

                (10)    If other than the entire principal amount thereof, the
        portion of the principal amount of the Securities of the series that
        will be payable upon declaration of acceleration of the Maturity thereof
        pursuant to Section 502 or the method by which such portion shall be
        determined;

                (11)    Any provisions in modification of, in addition to or in
        lieu of any provisions Article Fifteen of this Indenture that shall be
        applicable to the Securities of the series;

                                       20

<PAGE>

                (12)    Any provisions granting special rights to the Holders of
        the Securities of the series upon the occurrence of such events as may
        be specified;

                (13)    If other than the Trustee, the designation of any Paying
        Agent, Security Registrar or Conversion Agent for the Securities of the
        series, and the designation of any transfer or other agents or
        depositories for the Securities of the series;

                (14)    Whether the Securities of the series shall be issuable
        initially in temporary global form, whether any the Securities of the
        series Security is to be issuable in permanent global form (a "Global
        Security") and, if so, whether beneficial owners of interests in any
        Global Security may exchange such interests for Securities of like tenor
        of any authorized form and denomination and the circumstances under
        which any such exchanges may occur, if other than in the manner provided
        in the Indenture, and, if the Securities are to be issuable as a Global
        Security, the identity of the depository for the Securities of the
        series;

                (15)    The person to whom any interest on any Security will be
        payable, if other than the person in whose name the Securities of the
        series Security (or one or more Predecessor Securities) is registered at
        the close of business on the Regular Record Date for such interest or
        the manner in which, any interest payable on a temporary Security issued
        in global form will be paid (if other than as described in Section 304);

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

                (17)    Whether and under what circumstances the Company will
        pay Additional Amounts, as contemplated by Section 1008 of this
        Indenture, on the Securities of the series to any Holder who is not a
        United States person (including any modification of the definition of
        such term as contained in this Indenture) in respect of any tax,
        assessment or governmental charge and, if so, whether the Company shall
        have the option to redeem the Securities of the series rather than pay
        such Additional Amounts (and the terms of any such option);

                (18)    Whether and upon what terms the Securities will be
        convertible into or exchangeable for Common Stock or other equity or
        debt securities, which may include the terms provided in Article Twelve;

                (19)    Provisions not inconsistent with the provisions of this
        Indenture providing for the terms of any Original Issue Discount
        Security; and

                (20)    Any other terms, conditions, rights and preferences (or
        limitations on such rights and preferences) of the Securities of the
        series not inconsistent with the provisions of this Indenture.

                All Securities of any one series shall be substantially
identical except as may otherwise be provided in or pursuant to such Board
Resolution (subject to Section 303) and set forth in such Officers' Certificate
or in any such indenture supplemental hereto. Not all

                                       21

<PAGE>

Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

                If any of the terms of the series are established by action
taken pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

                SECTION 302.   Denominations.

                The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provisions, the Securities of such series, other than
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof.

                SECTION 303.   Execution, Authentication, Delivery and Dating.

                The Securities shall be executed on behalf of the Company by any
one of the following: its Chairman, Chief Executive Officer, its President or
one of its Vice Presidents, and attested by one of its Vice Presidents or its
Corporate Secretary or one of its Assistant Corporate Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile.

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

                At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with such Company Order shall authenticate and make
available for delivery such Securities. If not all the Securities of any series
are to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and determining terms of particular Securities of such series such as interest
rate, stated maturity, date of issuance and date from which interest shall
accrue.

                In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:

                (1)     that the form or forms of such Securities have been
        established in conformity with the provisions of this Indenture;

                (2)     that the terms of such Securities have been established
        in conformity with the provisions of this Indenture;

                                       22

<PAGE>

                (3)     that such Securities, when completed by appropriate
        insertions and executed and delivered by the Company to the Trustee for
        authentication in accordance with this Indenture, authenticated and made
        available for delivery by the Trustee in accordance with this Indenture
        and issued by the Company in the manner and subject to any conditions
        specified in such Opinion of Counsel, will constitute the legal, valid
        and binding obligations of the Company, enforceable in accordance with
        their terms, subject to applicable bankruptcy, insolvency,
        reorganization and other similar laws of general applicability relating
        to or affecting the enforcement of creditors' rights and to general
        equitable principles;

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

                (5)     that the Company has the corporate power to issue such
        Securities, and has duly taken all necessary corporate action with
        respect to such issuance; and

                (6)     that the issuance of such Securities will not contravene
        the articles of incorporation or bylaws of the Company or result in any
        violation of any of the terms or provisions of any law or regulation or
        of any indenture, mortgage or other agreement known to such Counsel by
        which the Company is bound.

                Notwithstanding the provisions of Section 301 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series.

                The Trustee shall not be required to authenticate and make
available for delivery any such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
protections, privileges, indemnities or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

                Each Security shall be dated the date of its authentication. No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 311 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion

                                       23

<PAGE>

of Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

                SECTION 304.   Book-Entry Securities.

                (a)     The Securities of a series may be issuable in whole or
in part in the form of one or more Global Securities ("Book-Entry Securities")
deposited with, or on behalf of, a Depositary (the "Depositary"). In the case of
Book-Entry Securities, one or more Global Securities will be issued in a
denomination or aggregate denomination equal to the portion of the aggregate
principal amount of Outstanding Securities of the series to be represented by
such Global Security or Global Securities. Unless otherwise provided as
contemplated by Section 301, the additional provisions set forth in this Section
304 shall apply to Book-Entry Securities.

                (b)     Book-Entry Securities will be deposited with, or on
behalf of, the Depositary, and registered in the name of the Depositary's
nominee, for credit to the respective accounts of institutions that have
accounts with the Depositary or its nominee ("Participants"); provided that
Book-Entry Securities purchased by persons outside the United States may be
credited to or through accounts maintained at the Depositary by or on behalf of
Euroclear or Clearstream. The accounts to be credited will be designated by the
underwriters or agents of such Securities or, if such Securities are offered and
sold directly by the Company, by the Company. Ownership of beneficial interests
in Book-Entry Securities will be limited to Persons that may hold interests
through Participants and will be shown on records maintained by the Depositary
or its nominee for such Book-Entry Security.

                Participants shall have no rights under this Indenture or any
indenture supplemental hereto with respect to any Book-Entry Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Book-Entry Security, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
Book-Entry Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing in this Indenture or any such indenture supplemental shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Participants, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.

                (c)     Transfers of Book-Entry Securities shall be limited to
transfers in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in Book-Entry Securities may
be transferred or exchanged for Securities in fully registered, certificated
form ("Definitive Securities") only if (i) the Depositary notifies the Trustee
in writing that the Depositary is no longer willing or able to continue as
depositary and a qualified successor depository is not appointed by the Company
within 90 days following such notice, (ii) the Company, at any time and in its
sole discretion, determines not to have any Securities of one or more series
represented by Global Securities or (iii) after the occurrence of an Event of
Default with respect to such Securities, (A) the Trustee determines to have
Definitive Securities issued to all holders of such Securities or (B) a holder
of such Securities notifies the

                                       24

<PAGE>

Trustee in writing that it wishes to receive a Definitive Security. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery of Definitive Securities equal in principal amount
to such beneficial interest and registered in its name.

                (d)     In connection with any transfer or exchange of a portion
of the beneficial interest in any Book-Entry Security to beneficial owners
pursuant to paragraph (c) above, the Security Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the
Book-Entry Security in an amount equal to the principal amount of the beneficial
interest in the Book-Entry Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more Definitive
Securities of like tenor and principal amount of authorized denominations.

                (e)     In connection with the transfer of Book-Entry Securities
as an entirety to beneficial owners pursuant to paragraph (c) above, the
Book-Entry Securities shall be deemed to be surrendered to the Trustee for
cancellation and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in the Book-Entry Securities, an equal aggregate
principal amount of Definitive Securities of like tenor of authorized
denominations.

                (f)     The Holder of any Book-Entry Security may grant proxies
and otherwise authorize any Person, including Participants and Persons that may
hold interests through Participants, to take any action which a Holder is
entitled to take under the applicable Indenture or the Securities.

                SECTION 305.   Temporary Securities.

                Pending the preparation of Definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are typewritten, printed, lithographed,
engraved or otherwise produced by any combination of these methods, in any
authorized denomination, substantially of the tenor of the Definitive Securities
in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

                If temporary Securities of any series are issued, the Company
will cause Definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of Definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
Definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of Definitive Securities of the same series of authorized
denominations.

                Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
Definitive Securities of such series.

                                       25

<PAGE>

                Until exchanged in full as hereinabove provided, the temporary
Securities of any series, including temporary Global Securities (whether or not
issued as Book-Entry Securities as provided in Section 304), shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

                SECTION 306.   Registration, Registration of Transfer and
Exchange.

                The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register for each series of Securities (the registers
maintained in such office of the Trustee and in any other office or agency
designated pursuant to Section 1002 being herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities.

                The Trustee is hereby initially appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

                Except as otherwise described in this Article Three, upon
surrender for registration of transfer of any Security of any series at the
office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series, in each case, of any authorized denominations and of a like aggregate
principal amount.

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

                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 of transfer or exchange.

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

                No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to pay all documentary, stamp, similar issue or transfer taxes or
other governmental charges that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 305, 906, 1107 or 1405 not involving any transfer.

                                       26

<PAGE>

                The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 1103 or 1303 and ending at the close
of business on the day of the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part, or (iii) to issue, register the transfer of or exchange
any Security which has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid.

                SECTION 307.   Mutilated, Destroyed, Lost and Stolen Securities.

                If any mutilated Security is surrendered to the Trustee together
with, in proper cases, such security or indemnity as may be required by the
Company or the Trustee to save each of them and any agent of either of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding, or,
in case any such mutilated Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

                If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon Company Order the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

                Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to pay all documentary,
stamp or similar issue or transfer taxes or other governmental charges that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

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

                                       27

<PAGE>

                The provisions of this Section 307 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                SECTION 308.   Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

                (a)     Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest, if any, 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 such Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 1002; provided, however, that
each installment of interest, if any, on any Security may at the Company's
option be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 310, to the
address of such Person as it appears on the Security Register or (ii) wire
transfer to an account located in the United States maintained by the payee.

                Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such defaulted interest and, if
applicable, interest on such defaulted interest (to the extent lawful) at the
rate specified in the Securities of such series (such defaulted interest and, if
applicable, interest thereon herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in
Subsection (1) or (2) below:

                (1)     The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities of such series (or
        their respective Predecessor Securities) are registered at the close of
        business on a Special Record Date for the payment of such Defaulted
        Interest, which shall be fixed in the following manner. The Company
        shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each Security of such series and the date of the
        proposed payment, and at the same time the Company shall deposit with
        the Trustee an amount of money (except as otherwise specified pursuant
        to Section 301 for the Securities of such series) equal to the aggregate
        amount proposed to be paid in respect of such Defaulted Interest or
        shall make arrangements satisfactory to the Trustee for such deposit on
        or prior to the date of the proposed payment, such money when deposited
        to be held in trust for the benefit of the Persons entitled to such
        Defaulted Interest as in this Subsection provided. Thereupon the Trustee
        shall fix a Special Record Date for the payment of such Defaulted
        Interest which shall be not more than 15 days and not less than 10 days
        prior to the date of the proposed payment and not less than 10 days
        after the receipt by the Trustee of the notice of the proposed payment.
        The Trustee shall promptly notify the Company of such Special Record
        Date and, in the name and at the expense of the Company, shall cause
        notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor to be given in the manner provided in
        Section 106, not less than 10 days prior to such Special Record Date.
        Notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor having been so given, such Defaulted
        Interest shall be paid

                                       28

<PAGE>

        to the Persons in whose name the Securities of such series (or their
        respective Predecessor Securities) are registered at the close of
        business on such Special Record Date and shall no longer be payable
        pursuant to the following Subsection (2).

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

                (b)     The provisions of this Section 308(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301).

                The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
50 but not more than 60 days prior to an Optional Reset Date for such Note,
which such notice shall contain such information as may be required by the
Trustee to transmit the Reset Notice as hereinafter defined). Not later than 40
days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

                Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

                                       29

<PAGE>

                The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Fourteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

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

                SECTION 309.   Optional Extension of Stated Maturity.

                The provisions of this Section 309 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

                Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.

                All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate.

                If the Company extends the Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain

                                       30

<PAGE>

repayment on the Original Stated Maturity once the Company has extended the
Maturity thereof, the Holder must follow the procedures set forth in Article
Fourteen for repayment at the option of Holders, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to the Original Stated Maturity and except that, if the Holder has
tendered any Security for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until the
close of business on the tenth day before the Original Stated Maturity.

                SECTION 310.   Persons Deemed Owners.

                Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Sections 306 and 308) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                None of the Company, the Trustee, any Paying Agent, the Security
Registrar or any Conversion Agent will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.

                Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any Depositary, as a Holder, with
respect to such Global Security or impair, as between such Depositary and owners
of beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security.

                SECTION 311.   Cancellation.

                All Securities surrendered for payment, redemption, repayment at
the option of the Holder, registration of transfer, conversion or exchange or
for credit against any current or future sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered to the Trustee shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, 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. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section,

                                       31

<PAGE>

except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures, unless by Company Order the Company shall direct that
cancelled Securities be returned to it.

                SECTION 312.   Computation of Interest.

                Except as otherwise specified as contemplated by Section 301
with respect to any Securities, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.

                SECTION 313.   CUSIP Numbers.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                SECTION 401.   Satisfaction and Discharge of Indenture.

                This Indenture shall, upon Company Request, cease to be of
further effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of transfer
or exchange of Securities of such series expressly provided for herein or
pursuant hereto) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when

                (1)     either

                        (A)     all Securities of such series theretofore
        authenticated and delivered have been delivered to the Trustee for
        cancellation; or (B) all 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)   if redeemable at the option of the
                        Company, are to be called for redemption within one year
                        under arrangements satisfactory to the

                                       32

<PAGE>

                        Trustee for the giving of notice of redemption by the
                        Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

                (2)     the Company has paid or caused to be paid all other sums
        payable hereunder by the Company, or has made arrangements for any such
        payment satisfactory to the payee; and

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

                Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 606, the
obligations of the Trustee to any Authenticating Agent under Section 612 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
Subsection (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.

                SECTION 402.   Application of Trust Money.

                Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

                SECTION 501.   Events of Default.

                "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events:

                (1)     default in the payment of any installment of interest
        upon any Security of such series when it becomes due and payable,
        continued for 30 days; or

                (2)     default in the payment of the principal of (or premium,
        if any, on) any Security of such series at its Maturity; or

                                       33

<PAGE>

                (3)     failure on the part of the Company to observe or perform
        any other covenant or agreement contained in this Indenture (other than
        a covenant or agreement included in this Indenture solely for the
        benefit of less than all series of Securities or a covenant the default
        in the performance of which would be covered by clause (7) below) for 60
        days after written notice of such failure, requiring the Company to
        remedy the same, has been given to the Company by the Trustee or to the
        Company and the Trustee by the Holders of at least 25% in aggregate
        principal amount of outstanding Securities of such series; or

                (4)     default under any indenture or instrument under which
        the Company or any Restricted Subsidiary has at the time outstanding
        indebtedness for borrowed money or guarantees thereof in any individual
        instance in excess of [$15,000,000] and, if not already matured in
        accordance with its terms, such indebtedness has been accelerated and
        such acceleration is not rescinded or annulled within 30 days after
        notice thereof has been given to the Company by the Trustee or to the
        Company and the Trustee by the Holders of at least 25% in aggregate
        principal amount of outstanding Securities of such series; provided
        that, if, prior to the entry of judgment in favor of the Trustee for
        payment of the Indenture Securities of such series, the default under
        such indenture or instrument has been remedied or cured by the Company
        or such Restricted Subsidiary, or waived by the holders of such
        indebtedness, then the Event of Default under the Indenture will be
        deemed likewise to have been remedied, cured or waived; or

                (5)     the entry of a decree or order by court having
        jurisdiction in the premises adjudging the Company a bankrupt or
        insolvent, or approving as properly filed a petition seeking
        reorganization, arrangement, adjustment or composition of or in respect
        of the Company under the Bankruptcy Code or any other applicable federal
        or state law, or appointing a receiver, liquidator, assignee, trustee,
        sequestrator (or other similar official) of the Company or of any
        substantial part of the property of the Company, or ordering the winding
        up or liquidation of the affairs of the Company, and the continuance of
        any such decree or order unstayed and in effect for a period of 90
        consecutive days; or

                (6)     the institution by the Company of proceedings to be
        adjudicated a bankrupt or insolvent, or the consent by the Company to
        the institution of bankruptcy or insolvency proceedings against it, or
        the filing by the Company of a petition or answer or consent seeking
        reorganization or relief under the Bankruptcy Code or any other
        applicable federal or state law, or the consent by the Company to the
        filing of any such petition or to the appointment of a receiver,
        liquidator, assignee, trustee, sequestrator (or other similar official)
        of the Company or of any substantial part of the property of the Company
        of an assignment for the benefit of creditors, or the admission by the
        Company in writing of its inability to pay its debts generally as they
        become due; or

                (7)     any other Event of Default provided for the benefit of
        Securities of such series.

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<PAGE>

                SECTION 502.   Acceleration of Maturity; Rescission and
Annulment.

                If any Event of Default described in Section 501 with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series
and all accrued interest thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified portion thereof) shall
become immediately due and payable.

                At any time after such a declaration of acceleration with
respect to Securities of any series (or of all series, as the case may be) has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series (or
of all series, as the case may be), by written notice to the Company, and the
Trustee, may rescind and annul such declaration and its consequences if:

                (a)     the Company has paid or deposited with the Trustee a sum
sufficient to pay (except as otherwise specified pursuant to Section 301 for the
Securities of such series) the following:

                (1)     all overdue interest, if any, on all Outstanding
        Securities of that series (or of all series, as the case may be),

                (2)     all unpaid principal of (and premium, if any, on) any
        Outstanding Securities of that series (or of all series, as the case may
        be) which has become due otherwise than by such declaration of
        acceleration, and interest on such unpaid principal (and premium, if
        any) at the rate or rates prescribed therefor in such Securities,

                (3)     interest upon such overdue interest at the rate or rates
        prescribed therefor in such Securities, and

                (4)     all sums paid or advanced by the Trustee for such series
        hereunder and reasonable compensation, expenses, disbursements and
        advances of such Trustee, its agents and counsel; and

                (b)     all Events of Default with respect to Securities of that
series (or of all series, as the case may be), other than the non-payment of
principal of (or premium, if any, on) or interest, if any, on Securities of that
series (or of all series, as the case may be) which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 513.

                No such rescission shall affect any subsequent default or impair
any right consequent thereon.

                                       35

<PAGE>

                SECTION 503.   Collection of Indebtedness and Suits for
Enforcement by Trustee.

                The Company covenants that if

                (1)     default is made in the payment of any interest on any
        Security when such interest becomes due and payable and such default
        continues for a period of 30 days, or

                (2)     default is made in the payment of the principal of (or
        premium, if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to it for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, if any, and
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount 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.

                If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged, or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

                If an Event of Default with respect to Securities of any series
(or of all series, as the case may be) occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities of such series (or of all series, as the case may be)
under this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce such rights.

                SECTION 504.   Trustee May File Proofs of Claim.

                In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                (i)     to file and prove a claim for the whole amount of
        principal (and premium, if any), or such portion of the principal amount
        of any series of Original Issue Discount Securities or Indexed
        Securities as may be specified in the terms of such series, and
        interest, if any, owing and unpaid in respect of the Securities and to
        file such other papers

                                       36

<PAGE>

        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 of the Holders allowed in such judicial
        proceeding, and

                (ii)    to collect and receive any moneys or other property
        payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

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

                SECTION 505.   Trustee May Enforce Claims Without Possession of
Securities.

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

                SECTION 506.   Application of Money Collected.

                Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, if any, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

                First: To the payment of all amounts due the Trustee under
        Section 606;

                Second: To the payment of the amounts then due and unpaid for
        principal of (and premium, if any) and interest, if any, 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 premium, if any) and interest, if any, respectively; and

                                       37

<PAGE>

                Third: The balance, if any, to the Company.

                SECTION 507.   Limitation on Suits.

                No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

                (1)     such Holder has previously given written notice to the
        Trustee of a continuing Event of Default with respect to the Securities
        of that series;

                (2)     the Holders of not less than 25% in principal amount of
        the Outstanding Securities of that series shall have made written
        request to the Trustee to institute proceedings in respect of an Event
        of Default described in Section 501 in its own name as Trustee
        hereunder,

                (3)     such Holder or Holders have offered to the Trustee
        reasonable indemnity against the costs, expenses and liabilities to be
        incurred in compliance with such request;

                (4)     the Trustee for 60 days after its receipt of such
        notice, request and offer of indemnity has failed to institute any such
        proceeding; 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 or more in principal amount of the Outstanding Securities of
        that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in respect of any Event of Default
described in Section 501, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the same series, in respect of such
Event of Default.

                SECTION 508.   Unconditional Right of Holders to Receive
Principal, Premium and Interest.

                Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 308) interest, if any, on, such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                SECTION 509.   Restoration of Rights and Remedies.

                If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any

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<PAGE>

reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the Holders shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been
instituted.

                SECTION 510.   Rights and Remedies Cumulative.

                Except as otherwise provided in Section 307, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Securities
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                SECTION 511.   Delay or Omission Not Waiver.

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

                SECTION 512.   Control by Holders.

                With respect to the Securities of any series, the Holders of not
less than a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, related to or arising under Section 501,
provided that in each case (1) such direction shall not be in conflict with any
rule of law or with this Indenture or expose the Trustee to personal liability,
and (2) subject to the provisions of the TIA Section 315, the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.

                SECTION 513.   Waiver of Past Defaults.

                Subject to Section 502, the Holders of not less than a majority
in principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past Default or Event
of Default in Section 501 and its consequences, except a Default or Event of
Default, (1) in respect of the payment of the principal of (or premium, if any)
or interest, if any, on any Security, or (2) in respect of a covenant or
provision hereof which under Article Nine cannot be modified or amended without
the consent of the Holder of each Outstanding Security of such series affected.

                                       39

<PAGE>

                Upon any such waiver, such Default shall cease to exist, and any
Event of Default 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 thereon.

                SECTION 514.   Undertaking for Costs.

                All parties to this Indenture agree, and each Holder of
Securities of any series by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on Securities of any series on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
or after the Redemption Date); provided that neither this Section 514 nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

                SECTION 515.   Waiver of Stay or Extension Laws.

                The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) 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.

                                   ARTICLE SIX

                                   THE TRUSTEE

                SECTION 601.   Notice of Defaults.

                Within 90 days after the occurrence of any Default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders, as their names and addresses appear in the Security Register,
notice of such default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to

                                       40

<PAGE>

Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided further that in the case of
any default or breach of the character specified in Section 501(3) with respect
to Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

                SECTION 602.   Certain Rights of Trustee.

                Subject to the provisions of TIA Sections 315(a) through 315(d)
which are by this reference hereby incorporated herein:

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

                (2)     any request or direction of the Company mentioned herein
        shall be sufficiently evidenced by a Company Request or Company Order
        and any resolution of the Board of Directors may be sufficiently
        evidenced by a Board Resolution;

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

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

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

                (6)     the Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture, note, other evidence of indebtedness or
        other paper or document, but the Trustee, in its discretion, may make
        such further inquiry or investigation into such facts or matters as it
        may see fit, and, if the Trustee shall determine to make such further
        inquiry or investigation, it shall be entitled to examine the books,
        records and premises of the Company, personally or by agent or attorney;

                                       41

<PAGE>

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

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

                (9)     The Trustee is not required to give any bond or surety
        with respect to the performance of its duties or the exercise of its
        powers under this Indenture.

                (10)    The Trustee's rights, powers, indemnities, immunities
        and protections from liability and its rights to compensation and
        indemnification in connection with the performance of its duties under
        this Indenture shall extend to (1) the Trustee, whether serving in any
        other capacity hereunder, including without limitation, in the capacity
        of Paying Agent, Securities Registrar, Conversion Agent or
        Authenticating Agent, and (2) the Trustee's officers, directors, agents,
        employees and counsel who shall be deemed third party beneficiaries
        hereunder. Such immunities and protections and rights to
        indemnification, together with the Trustee's right to compensation,
        shall survive the Trustee's resignation or removal, the discharge of
        this Indenture and final payment of the Securities.

                (11)    The Trustee shall have no responsibility for any
        information in any offering document or other disclosure material
        distributed with respect to any series of Securities, and the Trustee
        shall have no responsibility for compliance with any state or federal
        securities laws in connection with the Securities, other than the filing
        of any documents required to be filed by an indenture trustee pursuant
        to the Trust Indenture Act.

                (12)    Notwithstanding anything else herein contained, whenever
        any provision of this Indenture indicates that any confirmation of a
        condition or event is qualified by the words "to the knowledge of the
        Trustee" or "known to the Trustee" or "of which the Trustee actually
        knows" or other words of similar meaning, said words shall mean and
        refer to the current awareness of one or more Responsible Officers of
        the Trustee who are located at its Corporate Trust Office or who are
        otherwise responsible for administering the trusts created under this
        Indenture.

                (13)    The Trustee shall not be required to take notice or be
        deemed to have notice of any default hereunder, except during any period
        while it is serving as Paying Agent for a Security with respect to which
        a default in any of the payments to the Trustee required to be made by
        paragraph (1) or (2) of Section 501 hereof has occurred, unless a
        Responsible Officer of the Trustee shall be specifically notified in
        writing of such default by the Company or the holders of at least 25% in
        principal amount of the Outstanding

                                       42

<PAGE>

        Securities affected by such default, and in the absence of such notice
        so delivered, the Trustee may conclusively assume there is no default
        except as aforesaid.

                (14)    All money received by the Trustee shall, until used or
        applied or invested as herein provided, be held in trust for the
        purposes for which it was received. Money held by the Trustee in trust
        hereunder need not be segregated from other funds except to the extent
        required by law or by this Indenture. The Trustee shall be under no
        liability for interest on any money received by it hereunder except as
        otherwise agreed with the Company.

                (15)    The Trustee assumes no responsibility for the
        correctness of the recitals contained in this Indenture and in the
        Securities, except the certificate of authentication on the Securities.
        The Trustee makes no representations as to the validity or sufficiency
        of this Indenture or of the Securities. The Trustee shall not be
        accountable for the use or application by the Company of any of the
        Securities or the proceeds thereof or of any money paid to or upon the
        order of the Company under any provision of this Indenture.

                (16)    Notwithstanding anything herein or in any of the
        Securities to the contrary, any notice to the Trustee which is permitted
        or required to be given pursuant to this Indenture or the Securities
        shall not be effective unless and until given in writing to a
        Responsible Officer located at the Corporate Trust Office.

                SECTION 603.   Trustee Not Responsible for Recitals or Issuance
of Securities.

                The recitals contained herein and in the Securities, except for
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements to be made by it
in a Statement of Eligibility on Form T-l supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

                SECTION 604.   May Hold Securities.

                The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar, any Conversion Agent or any other agent of the Company or of
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar, Conversion Agent or such
other agent.

                                       43

<PAGE>

                SECTION 605.   Money Held in Trust.

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

                SECTION 606.   Compensation and Reimbursement.

                The Company agrees:

                (1)     to pay to the Trustee from time to time such
        compensation as shall be agreed to in writing between the Company and
        the Trustee for all services rendered by it hereunder (which
        compensation shall not be limited by any provision of law in regard to
        the compensation of a trustee of an express trust);

                (2)     except as otherwise expressly provided herein, to
        reimburse the Trustee upon its request for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with any provision of this Indenture (including the reasonable
        compensation and the expenses and disbursements of its agents and
        counsel), except any such expense, disbursement or advance as may be
        attributable to the negligence, willful misconduct or bad faith of the
        Trustee as judicially determined; and

                (3)     to indemnify each of Trustee or any predecessor Trustee
        for, and to hold it harmless against, any and all loss, damage, claim,
        liability or expense including taxes (other than taxes based on the
        income of the Trustee) incurred without negligence, willful misconduct
        or bad faith as judicially determined, arising out of or in connection
        with the acceptance or administration of this trust, including the costs
        and expenses of defending itself against any claim or liability in
        connection with the exercise or performance of any of its powers or
        duties hereunder.

                As security for the performance of the obligations of the
Company under this Section 606, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (or premium, if any)
or interest, if any, on particular Securities.

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

                SECTION 607.   Conflicting Interests. The Trustee shall comply
with the provisions of Section 310(b) of the Trust Indenture Act.

                SECTION 608.   Corporate Trustee Required; Eligibility;
Conflicting Interests.

                There shall at all times be a Trustee hereunder qualified or to
be qualified under TIA Section 3l0(a)(l) and (5) and which, to the extent there
is such an institution eligible and willing to serve, shall have a combined
capital and surplus of at least $50,000,000. If such Trustee files reports of
condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 608, the combined capital and surplus of
the Trustee shall be deemed to

                                       44

<PAGE>

be its combined capital and surplus as set forth in its most recent report of
condition so filed. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 608, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

                SECTION 609.   Resignation and Removal; Appointment of
Successor.

                (a)     No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 610.

                (b)     The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 610 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

                (d)     If at any time:

                (1)     the Trustee shall fail to comply with the provisions of
        TIA Section 310(b) after written request therefor by the Company or by
        any Holder who has been a bona fide Holder of a Security for at least
        six months, or

                (2)     the Trustee shall cease to be eligible under Section 608
        and shall fail to resign after written request therefor by the Company
        or by any Holder who has been a bona fide Holder of a Security for at
        least six months, or

                (3)     the Trustee shall become incapable of acting or shall be
        adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
        property shall be appointed or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, then, in any such case, (i)
        the Company, by a Board Resolution, may remove the Trustee with respect
        to all Securities, or (ii) subject to TIA Section 315(e), the Holder of
        any Security who has been a bona fide Holder of a Security for at least
        six months may, on behalf of himself and all others similarly situated,
        petition any court of competent jurisdiction for the removal of the
        Trustee with respect to all Securities and the appointment of a
        successor Trustee or Trustees.

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<PAGE>

                (e)     If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with Section 610, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                (f)     The Company shall give notice of each resignation and
each removal of Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to the Holders of Securities of such series in the manner provided for in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

                SECTION 610.   Acceptance of Appointment by Successor.

                (a)     Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; provided, however,
that the retiring Trustee shall continue to be entitled to the benefit of
Section 606; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of all amounts payable to it pursuant to
Section 606, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

                (b)     In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities,

                                       46

<PAGE>

shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

                (c)     Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

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

                SECTION 611.   Merger, Conversion, Consolidation or Succession
to Business.

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

                In case any of the Securities shall not have been authenticated
by such predecessor Trustee, any successor Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee. In all such cases such certificates shall have the full force
and effect which this Indenture provides for the certificate of authentication
of the Trustee; provided, however, that the right to adopt the certificate of

                                       47

<PAGE>

authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                SECTION 612.   Appointment of Authenticating Agent.

                At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an authorized signatory of an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation files reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so filed. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.

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

                An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner

                                       48

<PAGE>

provided for in Section 106. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

                The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section. If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

                Dated:______________________________

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

                                          SunTrust Bank, as Trustee


                                          By
                                            ------------------------------------
                                            as Authenticating Agent

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

                SECTION 613.   Collection of Claims Against Company.

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

                SECTION 614.   Provisions for Separate Trustees and Co-Trustees.

                At any time or times, for the purpose of conforming to any legal
requirements, restrictions or conditions in any State or jurisdiction in which
any part of any mortgaged and pledged property then subject to this Indenture
may be located, or in which any obligor or guarantor under the Securities or any
series thereof is located, the Company and the Trustee shall have power to
appoint, and, upon the request of the Trustee, the Company shall for such
purpose join with the Trustee in the execution, delivery and performance of, all
instruments and agreements necessary or proper to appoint another corporation or
one or more persons approved by the Trustee, either to act as separate trustee
or trustees, or co-trustee or co-trustees jointly with the Trustee, with respect
to this Indenture and any of the property subject to the lien hereof. In the
event that the Company shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Trustee alone shall have
power to make such appointment.

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                Every separate trustee, every co-trustee and every successor
trustee, other than any trustee which may be appointed as successor shall, to
the extent permitted by law, but to such extent only, be appointed subject to
the following provisions and conditions, namely:

                (1)     The rights, powers, duties and obligations conferred or
        imposed upon trustees hereunder or any of them shall be conferred or
        imposed upon and exercised or performed by the Trustee or the Trustees
        and such separate trustee or separate trustees or co-trustee or
        co-trustees jointly, as shall be provided in the supplemental indenture
        appointing such separate trustee or separate trustees or co-trustee or
        co-trustees, except to the extent that under any law of any jurisdiction
        in which any particular act or acts are to be performed the Trustee
        shall be incompetent or unqualified to perform such act or acts, in
        which event such rights, powers, duties and obligations shall be
        exercised and performed by such separate trustee or separate trustees or
        co-trustee or co-trustees.

                (2)     The Securities issued hereunder shall be authenticated
        and delivered, and all powers, duties, obligations and rights, conferred
        upon the Trustee in respect of the custody of the Securities and of all
        cash and investments pledged or deposited hereunder, shall be exercised
        solely by the Trustee or its successor in the trust hereunder.

                (3)     The Company and the Trustee, at any time by an
        instrument in writing executed by them jointly, may accept the
        resignation of or remove any separate trustee or co-trustee appointed
        under this Section or otherwise, and, upon the request of the Trustee,
        the Company shall, for such purpose, join with the Trustee in the
        execution, delivery and performance of all instruments and agreements
        necessary or proper to make effective such resignation or removal. In
        the event that the Company shall not have joined in such action within
        15 days after the receipt by it of a request so to do, the Trustee alone
        shall have power to accept such resignation or to remove any such
        separate trustee or co-trustee. A successor to a separate trustee or
        co-trustee so resigned or removed may be appointed in the manner
        provided in this Section.

                (4)     No trustee hereunder shall be personally liable by
        reason of any act or omission of any other trustee hereunder.

                Any notice, request or other writing, by or on behalf of the
holders of the Securities delivered to the Trustee, or its successor in the
trust hereunder, shall be deemed to have been delivered to all of the then
trustees or co-trustees as effectually as if delivered to each of them. Every
instrument appointing any trustee or trustees other than a successor to the
Trustee shall refer to this Indenture and the conditions in this Article
expressed, and upon the acceptance in writing by such trustee or trustees or
co-trustee or co-trustees, he, they or it shall be vested with the estates or
property specified in such instrument, either jointly with the Trustee or its
successor, or separately, as may be provided therein, subject to all the trusts,
conditions and provisions of this Indenture; and every such instrument shall be
filed with the Trustee or its successor in the trust hereunder. Any separate
trustee or trustees, or any co-trustee or co-trustees, may at any time by an
instrument in writing constitute the Trustee or its successor in the trust
hereunder his, their or its agent or attorney-in-fact, with full power and
authority, to the extent which may be permitted by law, to do all acts and
things and exercise all discretion authorized or permitted by him, them or it,
for and on behalf of him, them or it, and in his, their

                                       50

<PAGE>

or its name. In case any separate trustee or trustees or co-trustee or
co-trustees, or a successor to any of them, shall die, become incapable of
acting, resign or be removed, all the estates, property, rights, powers, trusts,
duties and obligations of said separate trustee or co-trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee or its successor
in the trust hereunder, without the appointment of a new trustee as successor to
such separate trustee or co-trustee.

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                SECTION 701.   Disclosure of Names and Addresses of Holders.

                Every Holder of Securities by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section 312.

                SECTION 702.   Reports by Trustee.

                If required to do so under the TIA, within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the Holders
of Securities, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a).

                SECTION 703.   Reports by Company.

                The Company shall:

                (1)     file with the Trustee, within 30 days after the Company
        is required to file the same with the Commission, copies of the annual
        reports and of the information, documents and other reports (or copies
        of such portions of any of the foregoing as the Commission may from time
        to time by rules and regulations prescribe) which the Company may be
        required to file with the Commission pursuant to Section 13 or Section
        15(d) of the Exchange Act; or, if the Company is not required to file
        information, documents or reports pursuant to either of such Sections,
        then it shall file with the Trustee and the Commission, in accordance
        with rules and regulations prescribed from time to time by the
        Commission, such of the supplementary and periodic information,
        documents and reports which may be required pursuant to Section 13 of
        the Exchange Act in respect of a security listed and registered on a
        national securities exchange as may be prescribed from time to time in
        such rules and regulations;

                (2)     file with the Trustee and the Commission, in accordance
        with rules and regulations prescribed from time to time by the
        Commission, such additional information, documents and reports with
        respect to compliance by the Company with the conditions

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<PAGE>

        and covenants of this Indenture as may be required from time to time by
        such rules and regulations; and

                (3)     transmit by mail to all Holders, as their names and
        addresses appear in the Security Register, within 30 days after the
        filing thereof with the Trustee, in the manner and to the extent
        provided in TIA Section 313(c), such summaries of any information,
        documents and reports required to be filed by the Company pursuant to
        Subsections (1) and (2) of this Section as may be required by rules and
        regulations prescribed from time to time by the Commission.

                               ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                SECTION 801.   Company May Consolidate, Etc., Only on Certain
Terms.

                The Company shall not consolidate with or merge into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets to, any Person, unless: (1) Immediately after giving effect to
such transaction, no Event of Default (or event that with notice or lapse of
time, or both, would become an Event of Default) shall have happened and be
continuing; (2) The corporation or other entity formed by such consolidation or
into which the Company is merged, or the Person to which such properties and
assets will have been conveyed, transferred or leased, assumes the Company's
obligation as to the due and punctual payment of the principal of (and premium,
if any, on) and interest, if any, on all the Securities and the performance and
observance of every covenant to be performed by the Company under the Indenture,
and will be organized under the laws of the United States, one of the states
thereof or the District of Columbia; and (3) The Company has delivered to the
Trustee an Officers' Certificate and Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.

                This Section shall only apply to a merger or consolidation in
which the Company is not the surviving corporation and to conveyances, leases
and transfers by the Company as transferor or lessor.

                SECTION 802.   Rights and Duties of Successor Corporation.

                In case of any such consolidation, merger, conveyance or
transfer to which Section 801 applies and upon any such assumption by the
successor corporation or Person, such successor corporation or Person shall
succeed to and be substituted for the Company with the same effect as if it had
been named herein as the Company and the predecessor corporation shall be
relieved of any further obligation under this Indenture. Such successor
corporation or Person thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation or
Person, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any

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<PAGE>

Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation or Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof. As used in this Section, "successor corporation or Person"
means the corporation formed by such consolidation or into which the Company is
merged, or the Person which acquires by conveyance, transfer or lease the
properties and assets of the Company substantially as an entirety, as the case
may be, in each case as provided in Section 801.

                SECTION 803.   Securities to be Secured in Certain Events.

                If, upon any such consolidation of the Company with, or merger
of the Company into, any other corporation, or upon any conveyance, transfer or
lease of the property of the Company substantially as the entirety to any other
Person, any Principal Property of the Company or any Restricted Securities owned
immediately prior thereto, would become or be subject to any Lien, then unless
such Lien could be created pursuant to Section 1006 without equally and ratably
securing the Securities, the Company prior to or simultaneously with such
transaction will, as to such Principal Property or Restricted Securities, secure
the Securities Outstanding hereunder (together with, if the Company shall so
determine, any other Indebtedness of the Company now existing or hereafter
created which is not subordinate to the Securities) equally and ratably with (or
prior to) the Indebtedness which upon such consolidation, merger, conveyance,
transfer or lease is to become secured as to such Principal Property or
Restricted Securities by such Lien, or will cause such Securities to be so
secured; provided that for the purpose of providing such equal and ratable
security the principal amount of Original Issue Discount Securities and Indexed
Securities shall mean that amount which, at the time of making such provision of
such equal and ratable security, would be due and payable pursuant to Section
502 and the terms of such Original Issue Discount Securities and Indexed
Securities upon a declaration of acceleration of the Maturity thereof, and the
extent of such equal and ratable security shall be adjusted, to the extent
permitted by law, as and when said amount changes over time pursuant to the
terms of such Original Issue Discount Securities and Indexed Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                SECTION 901.   Supplemental Indentures Without Consent of
Holders.

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

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<PAGE>

                (1)     to evidence the succession of another Person to the
        Company and the assumption by any such successor of the covenants of the
        Company herein and in the Securities; or

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

                (3)     to add any additional Events of Default (and if such
        Events of Default are to be for the benefit of less than all series of
        Securities, stating that such Events of Default are being included
        solely for the benefit of such series); or

                (4)     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 Security Outstanding of any series
        created prior to the execution of such supplemental indenture which is
        entitled to the benefit of such provision; or

                (5)     to secure the Securities pursuant to the requirements of
        Section 803 or 1006 or otherwise; or

                (6)     to establish the form or terms of Securities of any
        series as permitted by Sections 201 and 301; or

                (7)     to evidence and provide for the acceptance of
        appointment hereunder by a successor Trustee or co-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 610(b) or Section 614;
        or

                (8)     to close this Indenture with respect to the
        authentication and delivery of additional series of Securities; or

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

                (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 Sections 401, 1502
        and 1503; provided that any such action shall not adversely affect the
        interests of the Holders of Securities of such series or any other
        series of Securities; or

                                       54

<PAGE>

                (11)    to make any other change that does not adversely affect
        the rights of any Holder.

                SECTION 902.   Supplemental Indentures with Consent of Holders.

                With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, by Act of such Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
one or more indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture amendment or waiver shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                (1)     change the Stated Maturity of the principal of (or
        premium, if any) or any installment of interest on any Security, or
        reduce the principal amount thereof (or premium, if any) or the rate of
        interest, if any, thereon, or change any obligation of the Company to
        pay Additional Amounts as contemplated by Section 1008 (except as
        contemplated by Section 801(2) and permitted by Section 901(1)), or
        reduce the amount of the principal of an Indexed Security or an Original
        Issue Discount Security that would be due and payable upon a declaration
        of acceleration of the Maturity thereof pursuant to Section 502 or the
        amount thereof provable in bankruptcy pursuant to Section 504, or
        adversely affect any right of repayment at the option of any Holder of
        any Security, or change any Place of Payment where, any Security or any
        premium or interest thereon is payable, or impair the right to institute
        suit for the enforcement of any such payment on or after the Stated
        Maturity thereof (or, in the case of redemption or repayment at the
        option of the Holder, on or after the Redemption Date or Repayment Date,
        as the case may be), or adversely affect any right to convert or
        exchange any Security as may be provided pursuant to Section 301 herein,
        or

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

                (3)     modify any of the provisions of this Section 902,
        Section 513 or Section 1009, except to increase any such percentage or
        to provide that certain other provisions of this Indenture cannot be
        modified or waived without the consent of the Holder of each Outstanding
        Security affected thereby.

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

                                       55

<PAGE>

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

                SECTION 903.   Execution of Supplemental Indentures.

                In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to TIA Section 315(a) through 315(d) and Section 602 hereof) shall
be fully protected in relying upon an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
protections, privileges, indemnities or immunities under this Indenture or
otherwise.

                SECTION 904.   Effect of Supplemental Indentures.

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

                SECTION 905.   Conformity with Trust Indenture Act.

                Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

                SECTION 906.   Reference in Securities to Supplemental
Indentures.

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

                SECTION 907.   Notice of Supplemental Indentures.

                Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Sections 901 and 902,
the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture.

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<PAGE>

                                   ARTICLE TEN

                                    COVENANTS

                SECTION 1001.  Payment of Principal, Premium and Interest.

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

                SECTION 1002.  Maintenance of Office or Agency.

                The Company will maintain in each Place of Payment for
Securities of such series an office or agency where Securities of such series
may be presented or surrendered for payment, where Securities of such series may
be surrendered for registration of transfer or exchange, where Securities of
such series may be presented for conversion and where notices and demands to or
upon the Company in respect of the Securities of such series and this Indenture
may be served.

                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 agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

                The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities pursuant to Section 301 with respect to
a series of Securities, the Company hereby designates as Places of Payment for
each series of Securities the office or agency of the Trustee in the Borough of
Manhattan, the City of New York, and initially appoints the Trustee at its
Corporate Trust Office in Atlanta, Georgia and at the office of its agent in the
Borough of Manhattan, the City of New York as Paying Agent in each such city as
its agent to receive all such presentations, surrenders, notices and demands,
and as Conversion Agent in each such city as its agent to receive Securities for
conversion.

                SECTION 1003.  Money for Security Payments to Be Held in
Trust.

                If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it shall, before each due date of the
principal of (and premium, if any, on) and interest, if any, on any of the
Securities of such series, segregate and hold in trust for the

                                       57

<PAGE>

benefit of the Persons entitled thereto a sum (except as otherwise specified
pursuant to Section 301 for the Securities of such) sufficient to pay the
principal of (and premium, if any, on) and interest, if any, on Securities of
such Series so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

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

                The Company shall cause each Paying Agent (other than the
Trustee) for any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                (1)     hold all sums held by it for the payment of the
        principal of (and premium, if any, on) and interest, if any, on
        Securities of such series in trust for the benefit of the Persons
        entitled thereto until such sums shall be paid to such Persons or
        otherwise disposed of as herein provided;

                (2)     give the Trustee notice of any default by the Company
        (or any other obligor upon the Securities of such series) in the making
        of any payment of principal (and premium, if any, on) and interest, if
        any, on the Securities of such series; and

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

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

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any, on) and interest, if any, on any Security of any series and
remaining unclaimed for the earlier of the applicable escheat laws or two years
after such principal (and premium, if any, on) or interest has become due and
payable, shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the

                                       58

<PAGE>

Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper, 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
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

                SECTION 1004.  Statement as to Compliance.

                The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, commencing with its fiscal year
ending after the date hereof, a brief certificate from its principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of the compliance by the Company with all conditions and
covenants under this Indenture. For purposes of this Section 1004, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

                SECTION 1005.  Corporate Existence.

                Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
respective corporate existence, rights (charter and statutory) and franchises
and the respective corporate existence, rights (charter and statutory) and
franchises of its Subsidiaries; provided, however, that the Company shall not be
required to preserve any such existence, right or franchise if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of it and its Subsidiaries as a whole and not disadvantageous in
any material respect to the Holders.

                SECTION 1006.  Limitations on Liens.

                The Company covenants and agrees that it will not, and will not
permit any Restricted Subsidiary to, create, incur, issue or assume any
Indebtedness secured by any Lien on any Principal Property, or on shares of
stock or Indebtedness of any Restricted Subsidiary ("Restricted Securities"),
without making effective provision for the Outstanding Securities (except as
otherwise specified pursuant to Section 301 for the Securities of any series) to
be secured by the Lien equally and ratably with (or prior to) any and all
Indebtedness and obligations secured or to be secured thereby for so long as
such Indebtedness is so secured, except that the foregoing restriction will not
apply to:

                (1)     Any Lien existing on the date of the first issuance of
        Securities under the Indenture.

                (2)     Any Lien on Senior Indebtedness.

                (3)     Any Lien on any Principal Property or Restricted
        Securities of any Person existing at the time such Person is merged or
        consolidated with or into the Company or a Restricted Subsidiary, or
        such Person becomes a Restricted Subsidiary.

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<PAGE>

                (4)     Any Lien on any Principal Property existing at the time
        of acquisition of such Principal Property by the Company or a Restricted
        Subsidiary, whether or not assumed by the Company or such Restricted
        Subsidiary, provided that no such Lien may extend to any other Principal
        Property of the Company or any Restricted Subsidiary.

                (5)     Any Lien on any Principal Property (including any
        improvements on an existing Principal Property) of the Company or any
        Restricted Subsidiary, and any Lien on the shares of stock of a
        Restricted Subsidiary that was formed or is held for the purpose of
        acquiring and holding such Principal Property, in each case to secure
        all or any part of the cost of acquisition, development, operation,
        construction, alteration, repair or improvement of all or any part of
        such Principal Property (or to secure Indebtedness incurred by the
        Company or a Restricted Subsidiary for the purpose of financing all or
        any part of such cost); provided that such Lien is created prior to, at
        the time of, or within 12 months after the latest of, the acquisition,
        completion of construction or improvement or commencement of commercial
        operation of such Principal Property and provided, further, that no such
        Lien may extend to any other Principal Property of the Company or any
        Restricted Subsidiary, other than any theretofore unimproved real
        property on which the Principal Property is so constructed or developed
        or the improvement is located.

                (6)     Any Lien on any Principal Property or Restricted
        Securities to secure Indebtedness owing to the Company or to another
        Restricted Subsidiary.

                (7)     Any Lien in favor of governmental bodies to secure
        advances or other payments pursuant to any contract or statute or to
        secure Indebtedness incurred to finance the purchase price or cost of
        constructing or improving the property subject to such Lien.

                (8)     Any Lien created in connection with a project financed
        with, and created to secure, Non-Recourse Indebtedness.

                (9)     Carriers', warehousemen's, mechanics', landlords',
        materialmen's, repairmen's or other similar Liens arising in the
        ordinary course of business which are not delinquent or remain payable
        without penalty or which are being contested in good faith and by
        appropriate proceedings.

                (10)    Liens (other than Liens imposed by ERISA) on the
        property of the Company or any of its Restricted Subsidiaries incurred,
        or pledges or deposits required, in connection with workmen's
        compensation, unemployment insurance and other social security
        legislation.

                (11)    Liens securing taxes that remain payable without penalty
        or which are being contested in good faith by appropriate proceedings
        where collection thereof is stayed; provided that the Company or any
        Restricted Subsidiary has set aside on its books reserves with respect
        to such taxes (segregated to the extent required by GAAP) deemed by it
        to be adequate.

                (12)    Any right which any municipal or governmental body or
        agency may have by virtue of any franchise, license or contract to
        purchase or designate a purchaser of, or

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        order the sale of, any property of the Company upon payment of
        reasonable compensation therefor or to terminate any franchise, license
        or other rights or to regulate the property and business of the Company.

                (13)    Any Liens, neither assumed by the Company or any
        Restricted Subsidiary or on which it customarily pays interest, existing
        upon real estate or rights in or relating to real estate acquired by the
        Company or any Restricted Subsidiary for sub-station, measuring station,
        regulating station, gas purification station, compressor station,
        transmission line, distribution line or right-of-way purposes.

                (14)    Easements or reservations in any property of the Company
        or any Restricted Subsidiary for the purpose of roads, pipe lines, gas
        transmission and distribution lines, electric light and power
        transmission and distribution lines, water mains and other like
        purposes, and zoning ordinances, regulations and restrictions which do
        not impair the use of such property in the operation of the business of
        the Company or any Restricted Subsidiary.

                (15)    Any extension, renewal, substitution or replacement (or
        successive extensions, renewals, substitutions or replacements), in
        whole or in part, of any Lien referred to in the foregoing clauses (l)
        through (13), provided that the Indebtedness secured thereby may not
        exceed the principal amount of Indebtedness so secured at the time of
        such renewal or refunding, and that such renewal or refunding Lien must
        be limited to all or any part of the same property and improvements
        thereon, shares of stock or Indebtedness that secured the Lien renewed
        or refunded.

                (16)    Any Lien not permitted above securing Indebtedness that,
        together with the aggregate outstanding principal amount of other
        secured Indebtedness that would otherwise be subject to the foregoing
        restrictions (excluding Indebtedness secured by Liens permitted under
        the foregoing exceptions) and the Attributable Debt in respect of all
        Sale and Leaseback Transactions (not including Attributable Debt in
        respect of any such Sale and Leaseback Transactions described in clause
        (3) or (4) of Section 1007) would not then exceed 15% of Consolidated
        Net Tangible Assets.

                SECTION 1007.  Limitations on Sale and Leaseback Transactions.

                The Company covenants and agrees that it will not, and will not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless (i) the Company or a Restricted Subsidiary would be entitled,
without securing the Outstanding Securities, to incur Indebtedness secured by a
Lien on the Principal Property that is the subject of such Sale and Leaseback
Transaction; (ii) the Attributable Debt associated therewith would be in an
amount permitted under clause (16) of Section 1006 hereof; (iii) the proceeds
received in respect of the Principal Property so sold and leased back at the
time of entering into such Sale and Leaseback Transaction are used for the
business and operations of the Company or any Subsidiary; or (iv) within 12
months after the sale or transfer, an amount equal to the proceeds received in
respect of the Principal Property so sold and leased back at the time of
entering into such Sale and Leaseback Transaction is applied to the prepayment
(other than mandatory prepayment) of any Outstanding Securities or Funded
Indebtedness of the Company or a

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Restricted Subsidiary (other than Funded Indebtedness that is held by the
Company or any Restricted Subsidiary or Funded Indebtedness of the Company that
is subordinate in right of payment to any Outstanding Securities).

                SECTION 1008.  Additional Amounts.

                If any Securities of a series provide for the payment of
additional amounts to any Holder who is not a United States person in respect of
any tax, assessment or governmental charge ("Additional Amounts"), the Company
shall pay to the Holder of any Security of such series such Additional Amounts
as may be specified pursuant to Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (and premium, if any
on) or interest, if any, on, or in respect of, any Security of a series or the
net proceeds received on the sale or exchange of any Security of a series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for by the terms of such series established pursuant to Section 301 to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made Except as otherwise specified pursuant to
Section 301, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date, if any, with
respect to Securities of such series (or if the Securities of such series do not
bear interest or will not bear interest prior to Maturity, the first day on
which a payment of principal and any premium is made), and at least 10 days
prior to each date of payment of interest or principal and any premium if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish the Trustee and the Paying
Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and the Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any, on) or interest, if any, on the
Securities of such series shall be made to Holders of Securities of such series
who are not United States persons without withholding for or on account of any
tax, assessment or other governmental charge described in the Securities of the
series.

                If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of such series and the Company
shall pay to the Trustee or the Paying Agent or Paying Agents the Additional
Amounts required by the terms of such Securities. In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal, premium or interest with respect to any
Securities of a series until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal, premium and interest with
respect to the Securities of a series without withholding or deductions until
otherwise advised. The Company hereby covenants and agrees to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability, cost or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

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                SECTION 1009.  Waiver of Certain Covenants.

                Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 803 or Sections 1005 to 1007,
inclusive, if before or after the time for such compliance the Holders of at
least a majority in principal amount of all Outstanding Securities, by Act of
such Holders, waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                SECTION 1101.  Applicability of Article.

                Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.

                SECTION 1102.  Election to Redeem; Notice to Trustee.

                The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
and Opinion of Counsel evidencing compliance with such restriction.

                SECTION 1103.  Selection by Trustee of Securities to Be
Redeemed.

                If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series established
pursuant to Section 301.

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                The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

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

                SECTION 1104.  Notice of Redemption.

                Except as otherwise specified as contemplated by Section 301,
notice of redemption shall be given in the manner provided for in Section 106
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed.

                All notices of redemption shall identify the Securities
(including CUSIP number, if any) to be redeemed and shall state:

                (1)     the Redemption Date,

                (2) the Redemption Price and the amount of accrued interest to
        the Redemption Date payable as provided in Section 1106, if any,

                (3)     if less than all the Outstanding Securities of any
        series are to be redeemed, the identification (and, in the case of
        partial redemption, the principal amounts) of the particular Securities
        to be redeemed,

                (4)     in case any Security is to be redeemed in part only, the
        notice which relates to such Security shall state that on and after the
        Redemption Date, upon surrender of such Security, the Holder will
        receive, without charge, a new Security or Securities of authorized
        denominations for the principal amount thereof remaining unredeemed,

                (5)     that on the Redemption Date, the Redemption Price and
        accrued interest, if any, to the Redemption Date payable as provided in
        Section 1106 will become due and payable upon each such Security, or the
        portion thereof, to be redeemed and, if applicable, that interest
        thereon will cease to accrue on and after said date,

                (6)     the Place or Places of Payment where such Securities
        maturing after the Redemption Date, are to be surrendered for payment of
        the Redemption Price and accrued interest, if any, and

                (7)     that the redemption is for a sinking fund, if such is
        the case.

                Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

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                SECTION 1105.  Deposit of Redemption Price.

                Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money (except as otherwise specified pursuant to Section 301 for the Securities
of such series) sufficient to pay the Redemption Price of, and accrued interest,
if any, on, all the Securities which are to be redeemed on that date.

                SECTION 1106.  Securities Payable on Redemption Date.

                Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein (except as otherwise specified pursuant
to Section 301 for the Securities of such series)(together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall, if the same were interest-bearing,
cease to bear interest, and except to the extent provided below, shall be void.
Upon surrender of any such Security for redemption in accordance with said
notice such Security shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided,
however, that installments of interest on Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 308.

                If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

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                SECTION 1107.  Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                   CONVERSION

                SECTION 1201.  Conversion.

                If the Board Resolution establishing the terms of a series of
Securities so provides, Securities of any series may be convertible at the
option of the Holders or otherwise into or for Common Stock or other equity or
debt securities (a "Conversion Right"). The Board Resolution may establish,
among other things, the Conversion Rate, provisions for adjustments to the
Conversion Rate and limitations upon exercise of the Conversion Right.

                Unless the Board Resolution otherwise provides, a Holder may
convert a portion of a Security if the portion is $1,000 or an integral multiple
thereof. Provisions of this Indenture that apply to the conversion of the
aggregate principal amount of a Security also apply to conversion of a portion
of it.

                The Board Resolution providing for Securities with a Conversion
Right may establish any terms in addition to, or other than (including terms
inconsistent with), those set forth in this Article Twelve with respect to the
conversion of the Securities established thereby.

                SECTION 1202.  Conversion Procedure.

                To convert a Security a Holder must satisfy all applicable
requirements in the Securities or the Board Resolution and, if required, (i)
complete and manually sign the conversion notice (the "Conversion Notice")
provided for in the Board Resolution or the Security (or complete and manually
sign a facsimile thereof) and deliver such notice to the Conversion Agent or any
other office or agency maintained for such purpose, (ii) surrender the Security
to the Conversion Agent or at such other office or agency by physical delivery,
(iii) furnish appropriate endorsements and transfer documents, and (iv) pay all
transfer or similar taxes. The date on which such notice shall have been
received by and the Security shall have been so surrendered to the Conversion
Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and
may not be withdrawn by a Holder for any reason.

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                The Company will complete settlement of any conversion of
Securities not later than the fifth Business Day following the Conversion Date
in respect of the cash portion elected to be delivered in lieu of the securities
into which the Security is convertible and not later than the seventh Business
Day following the Conversion Date in respect of the portion to be settled in
such securities.

                If any Security is converted between the Regular Record Date for
the payment of interest and the next succeeding Interest Payment Date, such
Security must be accompanied by funds equal to the interest payable on such
succeeding Interest Payment Date on the principal amount so converted (unless
such Security shall have been called for redemption during such period, in which
case no such payment shall be required). A Security converted on an Interest
Payment Date need not be accompanied by any payment, and the interest on the
principal amount of the Security being converted will be paid on such Interest
Payment Date to the registered holder of such Security on the immediately
preceding Regular Record Date. Subject to the aforesaid right of the registered
holder to receive interest, no payment or adjustment will be made on conversion
for interest accrued on the converted Security or for interest, dividends or
other distributions payable on any security issued on conversion.

                If a Holder converts more than one Security at the same time,
the securities into which the Security is convertible which are issuable upon
such conversion or the cash payable upon the conversion shall be based on the
total principal amount of the Securities converted.

                Upon surrender of a Security that is converted in part the
Trustee or any Authenticating Agent shall authenticate for the Holder a new
Security of the same series equal in principal amount to the unconverted portion
of the Security surrendered; except that if a Global Security is so surrendered
the Trustee shall authenticate and, if applicable, deliver to the depository a
new Global Security of the same series in a denomination equal to and in
exchange for the unconverted portion of the principal of the Global Security so
surrendered.

                If the last day on which a Security may be converted is not a
Business Day in a place where a Conversion Agent is located, the Security may be
surrendered to that Conversion Agent on the next succeeding day that is not a
legal holiday.

                SECTION 1203.  Taxes on Conversion.

                If a Holder of a Security exercises a Conversion Right, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of the securities into which the Security is convertible upon the
conversion. However, the Holder shall pay any such tax which is due because
securities or other property are issued in a name other than the Holder's name.
Nothing herein shall preclude any income tax or other withholding required by
law or regulations.

                SECTION 1204.  Company Determination Final.

                Any determination that the Board of Directors makes pursuant to
this Article Twelve or consistent with terms provided for in any Board
Resolution is conclusive, absent manifest error.

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                SECTION 1205.  Trustee's and Conversion Agent's Disclaimer.

                The Trustee (and each Conversion Agent other than the Company)
has no duty to determine when or if an adjustment under this Article Twelve or
any Board Resolution should be made, how it should be made or calculated or what
it should be. The Trustee (and each Conversion Agent other than the Company)
makes no representation as to the validity or value of any securities issued
upon conversion of Securities. The Trustee (and each Conversion Agent other than
the Company) shall not be responsible for the Company's failure to comply with
this Article Twelve or any provision of a Board Resolution relating to a
Conversion Right.

                SECTION 1206.  Company to Provide Conversion Securities.

                The Company shall reserve out of its authorized but unissued
Common Stock or its Common Stock held in treasury sufficient shares to permit
the conversion of all of the Securities convertible into Common Stock. The
Company shall arrange and make available for issuance upon conversion the full
amount of any other securities into which the Securities are convertible to
permit such conversion of the Securities.

                All shares of Common Stock or other equity securities of any
person which may be issued upon conversion of the Securities shall be validly
issued, fully paid and non-assessable.

                The Company will comply with all securities laws regulating the
offer and delivery of securities upon conversion of Securities.

                SECTION 1207.  Cash Settlement Option.

                If the Board Resolution so provides, the Company may elect to
satisfy, in whole or in part, a Conversion Right of Securities convertible into
Common Stock or other securities of any person by the delivery of cash. Except
as the Board Resolution so provides: (a) the amount of cash to be delivered
shall be equal to the Market Price on the last Trading Day preceding the
applicable Conversion Date of a share of Common Stock or other securities of any
person into which the Securities are convertible multiplied by the number of
shares of Common Stock or the number of shares or principal amount of other
securities into which the Securities are convertible, respectively, in respect
of which the Company elects to deliver cash; (b) if the Company elects to
satisfy, in whole or in part, a Conversion Right by the delivery of shares of
Common Stock or other securities, no fractional shares or portion of other
securities will be delivered. Instead, the Company will pay cash based on the
Market Price for such fractional share of Common Stock or portion of other
securities; and (c) the "Market Price" of the Common Stock into which Securities
or other equity securities into which the Securities are convertible may be
converted pursuant to a Board Resolution or this Article Twelve on any Trading
Day means the weighted average per share sale price for all sales of the Common
Stock or other equity securities on such Trading Day (or, if the information
necessary to calculate such weighted average per share sale price is not
reported, the average of the high and low sale prices, or if no sales are
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and average ask prices), as reported in the
composite transactions for the New York Stock Exchange, or if the Common Stock
or other equity securities into which the Securities are convertible are not
listed or admitted to trading on such

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exchange, as reported in the composite transactions for the principal national
or regional United States securities exchange on which the Common Stock or other
equity securities into which the Securities are convertible are listed or
admitted to trading or, if the Common Stock or other equity securities into
which the Securities are convertible are not listed or admitted to trading on a
United States national or regional securities exchange, as reported by NASDAQ or
by the National Quotation Bureau Incorporated, or if not so reported, as
determined in the manner set forth in the appropriate Board Resolution. In the
absence of such quotations, the Company shall be entitled to determine the
Market Price on the basis of such quotations as it considers appropriate.

                The "Market Price" of any debt security into which Securities
are convertible shall be determined as set forth in the applicable Board
Resolution.

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

                SECTION 1301.  Applicability of Article.

                Retirements of Securities of any series pursuant to any sinking
fund shall be made in accordance with the terms of such Securities and (except
as otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

                The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any mandatory sinking fund payment may be subject
to reduction as provided in Section 1302. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                SECTION 1302.  Satisfaction of Sinking Fund Payments with
Securities.

                Subject to Section 1303, in lieu of making all or any part of
any mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company and/or (2) receive
credit for the principal amount of Securities of such series which have been
previously delivered to the Trustee by the Company or for Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for

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redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

                SECTION 1303.  Redemption of Securities for Sinking Fund.

                Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
and the portion thereof, if any, which is to be satisfied by delivering or
crediting Securities of that series pursuant to Section 1302 (which Securities
will, if not previously delivered, accompany such certificate) and whether the
Company intends to exercise its right to make a permitted optional sinking fund
payment with respect to such series. Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of the Company to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit
Securities as provided in Section 1302 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

                Not more than 60 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                Prior to any sinking fund payment date, the Company shall pay to
the Trustee or a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) in cash a sum
equal to any interest that will accrue to the date fixed for redemption of
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 1303.

                Notwithstanding the foregoing, with respect to a sinking fund
for any series of Securities, if at any time the amount of cash to be paid into
such sinking fund on the next succeeding sinking fund payment date, together
with any unused balance of any preceding sinking fund payment or payments for
such series, does not exceed in the aggregate $100,000, the Trustee, unless
requested by the Company, shall not give the next succeeding notice of the
redemption of Securities of such series through the operation of the sinking
fund. Any such unused balance of moneys deposited in such sinking fund shall be
added to the sinking fund payment for such series to be made in cash on the next
succeeding sinking fund payment date or, at the written request of the Company,
shall be applied at any time or from time to time to the purchase of Securities
of such series, by public or private purchase, in the open market or otherwise,
at a purchase price for such Securities (excluding accrued interest and
brokerage

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commissions, for which the Trustee or any Paying Agent will be promptly
reimbursed by the Company) not in excess of the principal amount thereof.

                                ARTICLE FOURTEEN

                         REPAYMENT AT OPTION OF HOLDERS

                SECTION 1401.  Applicability of Article.

                Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this Article.

                SECTION 1402.  Repayment of Securities.

                Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount
thereof, together with interest, if any, thereon accrued to the Repayment Date
specified in or pursuant to the terms of such Securities. The Company covenants
that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest, if any, on,
all the Securities or portions thereof, as the case may be, to be repaid on such
date.

                SECTION 1403.  Exercise of Option.

                Securities of any series subject to repayment at the option of
the Holders thereof will contain an "Option to Elect Repayment" form on the
reverse of such Securities. To be repaid at the option of the Holder, any
Security so providing for such repayment, with the "Option to Elect Repayment"
form on the reverse of such Security duly completed by the Holder (or by the
Holder's attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the

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option of the Holder thereof, exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.

                SECTION 1404.  When Securities Presented for Repayment Become
Due and Payable.

                If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
except to the extent provided below, shall be void.

                Upon surrender of any such Security for repayment in accordance
with such provisions, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that, in the case of Securities, installments
of interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 308.

                If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

                SECTION 1405.  Securities Repaid in Part.

                Upon surrender of any Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                SECTION 1501.  Company's Option to Effect Defeasance or
Covenant Defeasance.

                Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fifteen shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under

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Section 1502, or covenant defeasance of the Securities of or within a series
under Section 1503 in accordance with the terms of such Securities and in
accordance with this Article.

                SECTION 1502.  Defeasance and Discharge.

                Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities on the date the conditions set forth in Section 1504
are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities, which shall thereafter
be deemed to be "Outstanding" only for the purposes of Section 1505 and the
other Sections of this Indenture referred to in (A) and (B) below, 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 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 such Outstanding Securities to receive,
solely from the trust fund described in Section 1504 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any)
and interest, if any, on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
307, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1008, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Fifteen. Subject to compliance with this Article Fifteen, the Company may
exercise its option under this Section 1502 notwithstanding the prior exercise
of its option under Section 1503 with respect to such Securities. Money and
securities held in trust pursuant to this Section 1502 shall not be subject to
Article Sixteen.

                SECTION 1503.  Covenant Defeasance.

                Upon the Company's exercise under Section 1501 of the option
applicable to this Section 1503 with respect to any Securities of or within a
series, the Company shall be released from its obligations under Sections 1006
and 1007, and if specified pursuant to Section 301, its obligations under any
other covenant, with respect to such Outstanding Securities on and after the
date the conditions set forth in Section 1504 are satisfied (hereinafter,
"covenant defeasance"), and such Securities shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
Outstanding for financial accounting purposes). For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities, 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 covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 501(3) or Section 501(7) or otherwise, as the
case may be, but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby.

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                SECTION 1504.  Conditions to Defeasance or Covenant
Defeasance.

                The following shall be the conditions to application of either
Section 1502 or Section 1503 to any Outstanding Securities of or within 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 608 who shall agree to comply with the
        provisions of this Article Fifteen applicable to it) as trust 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 such Securities, (A) an amount or (B) Government Obligations
        applicable to such Securities which through the scheduled payment of
        principal and interest in respect thereof in accordance with their terms
        will provide, not later than one day before the due date of any payment
        of principal of and premium, if any, and interest, if any, under such
        Securities 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, (i) the
        principal of (and premium, if any) and interest, if any, on such
        Outstanding Securities on the Stated Maturity (or Redemption Date, if
        applicable) of such principal (and premium, if any) or installment of
        interest, if any, and (ii) any mandatory sinking fund payments or
        analogous payments applicable to such Outstanding Securities on the day
        on which such payments are due and payable in accordance with the terms
        of this Indenture and of such Securities; provided that the Trustee
        shall have been irrevocably instructed to apply such money or the
        proceeds of such Government Obligations to said payments with respect to
        such Securities. Before such a deposit, the Company may give to the
        Trustee, in accordance with Section 1102 hereof, a notice of its
        election to redeem all or any portion of such Outstanding Securities at
        a future date in accordance with the terms of the Securities of such
        series and Article Eleven hereof, which notice shall be irrevocable.
        Such irrevocable redemption notice, if given, shall be given effect in
        applying the foregoing.

                (2)     No Default or Event of Default with respect to such
        Securities shall have occurred and be continuing on the date of such
        deposit or, insofar as paragraphs (5) and (6) of Section 501 are
        concerned, at any time during the period ending on the 91st day after
        the date of such deposit (it being understood that this condition shall
        not be deemed satisfied until the expiration of such period).

                (3)     No event or condition shall exist that would prevent the
        Company from making payments of the principal of (and premium, if any)
        or interest on the Securities on the date of such deposit or at any time
        during the period ending on the 91st day after the date of such deposit
        (it being understood that this condition shall not be deemed satisfied
        until the expiration of such period).

                (4)     Such defeasance or covenant defeasance shall not result
        in a breach or violation of, or constitute a default under, this
        Indenture or any other material agreement or instrument to which the
        Company is a party or by which it is bound.

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                (5)     In the case of an election under Section 1502, the
        Company shall have delivered to the Trustee an Opinion of Counsel
        stating that (x) the Company has received from, or there has been
        published by, the Internal Revenue Service a ruling, or (y) since the
        date of execution of this Indenture, there has been a change in the
        applicable federal income tax law, in either case to the effect that,
        and based thereon such opinion shall confirm that, the Holders of such
        Outstanding Securities will not recognize income, gain or loss for
        federal income tax purposes as a result of such 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 defeasance had
        not occurred.

                (6)     In the case of an election under Section 1503, the
        Company shall have delivered to the Trustee an Opinion of Counsel to the
        effect that the Holders of such Outstanding Securities 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.

                (7)     In the case of an election under either Section 1502 or
        1503, the Company shall represent to the Trustee that the deposit made
        by the Company pursuant to its election under Section 1502 or 1503 was
        not made by the Company with the intent of preferring the Holders of
        Securities of any series over other creditors of the Company or with the
        intent of defeating, hindering, delaying or defrauding creditors of the
        Company or others.

                (8)     Notwithstanding any other provisions of this Section,
        such defeasance or covenant defeasance shall be effected in compliance
        with any additional or substitute terms, conditions or limitations in
        connection therewith pursuant to Section 301.

                (9)     The Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that all
        conditions precedent provided for relating to either the defeasance
        under Section 1502 or the covenant defeasance under Section 1503 (as the
        case may be) have been complied with.

                SECTION 1505.  Deposited Money and Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions.

                Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
1505, the "Trustee") pursuant to Section 1504 in respect of such 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 (including the Company acting as its own
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 (and premium, if
any) and interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

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                The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1504 or the principal and 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 such Outstanding Securities.

                Anything in this Article Fifteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company. Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1504
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 defeasance or covenant defeasance, as
applicable, in accordance with this Article.

                SECTION 1506.  Reinstatement.

                If the Trustee or any Paying Agent is unable to apply any money
in accordance with Section 1505 by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1502 or 1503, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1505; provided, however, that if the Company makes any payment of
principal of (or premium, if any) or interest, if any, on any such Security
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent.

                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

                SECTION 1601.  Agreement to Subordinate.

                Except as otherwise specified pursuant to Section 301, the
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities by his acceptance thereof, likewise covenants and agrees,
that the payment of the principal of (and premium, if any) and interest, if any,
on each and all of the Securities is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness.

                SECTION 1602.  Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities.

                Except as otherwise specified pursuant to Section 301, upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise (subject to the power of a court of competent jurisdiction

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to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities and the holders thereof by a lawful plan of reorganization under
applicable Bankruptcy Law):

                (a)     the holders of all Senior Indebtedness shall be entitled
to receive payment in full of the principal thereof (and premium, if any) and
interest due thereon before the Holders of the Securities are entitled to
receive any payment upon the principal (or premium, if any) or interest, if any,
on indebtedness evidenced by the Securities;

                (b)     any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Sixteen shall be paid by the liquidating trustee or
agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of the principal
of (and premium, if any) and interest on the Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness; and

                (c)     in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness is paid in full, such
payment or distribution shall be paid over, upon written notice to the Trustee,
to the holder of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instrument evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness.

                Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities. It is understood that
the provisions of this Article Sixteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing
contained in this Article Sixteen or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to

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pay to the Holders of the Securities the principal of (and premium, if any) and
interest, if any, on the Securities as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness, nor shall anything herein or in the Securities prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Sixteen of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy. Upon any payment or distribution of assets of the
Company referred to in this Article Sixteen, the Trustee, subject to the
provisions of Section 601, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Sixteen.

                The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

                If the Trustee or any Holder of Securities does not file a
proper claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim in
such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

                SECTION 1603.  No Payment on Securities in Certain
Circumstances.

                Except as otherwise specified pursuant to Section 301,

                (a)     Upon the maturity of any Senior Indebtedness by lapse of
time, acceleration (unless waived, rescinded or annulled) or otherwise, or upon
any payment default (with or without the giving of notice or lapse of time or
both, in accordance with the terms of the instrument governing such Senior
Indebtedness, and without any waiver or forgiveness) with respect to any Senior
Indebtedness, all amounts payable thereon shall first be paid in full, or such
Senior Indebtedness, before any payment is made, directly or indirectly by set
off or otherwise, on account of principal of, or interest on, the Securities of
such series or to acquire any of the Securities of such series or on account of
the redemption provisions of the Securities of such series.

                (b)     Upon a default with respect to any Senior Indebtedness
(other than under circumstances when the terms of paragraph (a) of this Section
are applicable), as such default is defined therein or in the instrument under
which it is outstanding, permitting the holders to accelerate the maturity
thereof, upon written notice thereof given to the Company and the Trustee by or
on behalf of holders of such Senior Indebtedness ("Default Notice"), then,
unless and until such default shall have been cured or waived by the holders of
such Senior Indebtedness or shall have ceased to exist (the "Payment Blockage
Period"), no direct or indirect

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payment shall be made by the Company with respect to the principal of, or
interest on, the Securities of such series and the coupons, if any, appertaining
thereto or to acquire any of such Securities or on account of the redemption
provisions of the Securities of such series and the coupons, if any,
appertaining thereto; provided, however, that this paragraph (b) shall not
prevent the making of any payment (which is not otherwise prohibited by
paragraph (a)) for more than 179 days after the Default Notice shall have been
given unless the Senior Indebtedness in respect of which such event of default
exists has been declared due and payable in its entirety, in which case no such
payment may be made until such acceleration has been rescinded or annulled or
such Senior Indebtedness has been paid in full.

                (c)     If, notwithstanding the foregoing provisions of this
Section, any payment on account of principal of, or interest on, the Securities
of such series or of any coupon appertaining thereto shall be received by the
Trustee, by and Holder or by any Paying Agent (or, if the Company is acting as
its own Paying Agent, money for any such payment is segregated and held in
trust), then, unless and until such payment is no longer prohibited by this
Section, such payment (subject to the provisions of Section 1604) shall be held
in trust for the benefit of the holders of Senior Indebtedness and, upon receipt
of written notice by the Trustee or such Paying Agent from the representative of
the holders of the Senior Indebtedness and pursuant to the directions of such
representative, shall be paid over or delivered to the holders of Senior
Indebtedness or their representative(s), ratably according to the aggregate
amount remaining unpaid on account of the principal of and interest on the
Senior Indebtedness held or represented by each, for application to the payment
or prepayment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in accordance with its terms,
after giving effect to any concurrent payment or distribution or provision
therefor to or for the holders of Senior Indebtedness. Promptly after becoming
aware thereof, the Company shall give written notice to the Trustee of any event
prohibiting payments on account of principal of, or interest on, the Securities
of any series and any coupons appertaining thereto and, in such event, shall
provide to the Trustee, in the form of an Officers' Certificate, the names and
addresses of the holders of such Senior Indebtedness and their
representative(s), if any, the amount of the Senior Indebtedness held by each
such holder, any information necessary to calculate the daily or other increase
in Senior Indebtedness held by such holders and any other information which the
Trustee may reasonably request to comply with this Article. Subject to the
provisions of Section 1602 hereof, in the event that the Trustee or the Paying
Agent reasonably determines that additional evidence is required with respect to
any person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee or the Paying Agent, as the
case may be, may request that such person furnish evidence to its reasonable as
to the extent such person is entitled to participate in such payment or
distribution and as to other facts pertinent to the rights of such persons under
this Article and if such evidence is not furnished, the Trustee or the Paying
Agent, as the case may be, may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.

                SECTION 1604.  Payments on Securities Permitted.

                Nothing contained in this Indenture or in any of the Securities
shall (a) affect the obligation of the Company to make, or prevent the Company
from making, at any time except as provided in Sections 1602 and 1603, payments
of principal of (or premium, if any) or interest, if

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any, on the Securities or (b) prevent the application by the Trustee of any
moneys deposited with it hereunder to the payment of or on account of the
principal of (or premium, if any) or interest, if any, on the Securities, unless
a Responsible Officer of the Trustee shall have received at its Corporate Trust
Office written notice of any event prohibiting the making of such payment more
than three Business Days prior to the date fixed for such payment.

                SECTION 1605.  Authorization of Holders to Trustee to Effect
Subordination.

                Each Holder of Securities by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

                SECTION 1606.  Notices to Trustee.

                Notwithstanding the provisions of this Article or any other
provisions of this Indenture, neither the Trustee nor any Paying Agent (other
than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until a Responsible
Officer of the Trustee or such Paying Agent shall have received (in the case of
the Trustee, at its Corporate Trust Office) written notice thereof from the
Company or from the holder of any Senior Indebtedness or from the trustee for
any such holder, together with proof satisfactory to the Trustee of such holding
of Senior Indebtedness or of the authority of such trustee; provided, however,
that if at least two Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 1606, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it within three Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to a
Responsible Officer of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Indebtedness
or a trustee on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article Sixteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article
Sixteen and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

                SECTION 1607.  Trustee as Holder of Senior Indebtedness.

                The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article Sixteen in respect of any Senior
Indebtedness at any time held by it to the same

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extent as any other holder of Senior Indebtedness and nothing in Section 613 or
elsewhere in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

                Nothing in this Article Sixteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 606.

                SECTION 1608.  Modifications of Terms of Senior Indebtedness.

                Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.

                SECTION 1609.  Reliance on Judicial Order or Certificate of
Liquidating Agent.

                Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen.

                                    * * * * *

                This Indenture 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 Indenture.

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<PAGE>

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

                                         ONEOK, INC.


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

                                         SUNTRUST BANK, as Trustee


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

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