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                                                                     EXHIBIT 4.2

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                          SUBORDINATED DEBT SECURITIES

                                    INDENTURE

                                     between

                          WESTERN WIRELESS CORPORATION

                                       and

                         _______________________________

                                   as Trustee

                            Dated as of _____________

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                           <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................       1

         Section 1.01.     Definitions..................................................................       1
         Section 1.02.     Compliance Certificate and Opinions..........................................       7
         Section 1.03.     Forms of Documents Delivered to Trustee......................................       8
         Section 1.04.     Acts of Holders..............................................................       8
         Section 1.05.     Notices, etc., to Trustee and Company........................................       9
         Section 1.06.     Notice to Holders; Waiver....................................................      10
         Section 1.07.     Conflict with Trust Indenture Act............................................      10
         Section 1.08.     Effect of Headings and Table of Contents.....................................      10
         Section 1.09.     Successors and Assigns.......................................................      10
         Section 1.10.     Separability Clause..........................................................      11
         Section 1.11.     Benefits of Indenture........................................................      11
         Section 1.12.     Governing Law................................................................      11
         Section 1.13.     Nonbusiness Days.............................................................      11
         Section 1.14.     No Security Interest Created.................................................      11
         Section 1.15.     Limitation on Individual Liability...........................................      11

ARTICLE II SECURITY FORMS...............................................................................      12

         Section 2.01.     Forms Generally..............................................................      12
         Section 2.02.     Form of Trustee's Certificate of Authentication..............................      12
         Section 2.03.     Securities in Global Form....................................................      13

ARTICLE III THE SECURITIES..............................................................................      13

         Section 3.01.     Amount Unlimited; Issuable in Series.........................................      13
         Section 3.02.     Denominations................................................................      16
         Section 3.03.     Execution, Authentication, Delivery and Dating...............................      16
         Section 3.04.     Temporary Securities.........................................................      18
         Section 3.05.     Registration, Transfer and Exchange..........................................      18
         Section 3.06.     Mutilated, Destroyed, Lost and Stolen Securities.............................      20
         Section 3.07.     Payment of Interest; Interest Rights Preserved...............................      20
         Section 3.08.     Persons Deemed Owners........................................................      22
         Section 3.09.     Cancellation.................................................................      23
         Section 3.10.     Computation of Interest......................................................      23
         Section 3.11.     CUSIP Numbers................................................................      23

ARTICLE IV SATISFACTION AND DISCHARGE...................................................................      23

         Section 4.01.     Satisfaction and Discharge of Indenture......................................      23
         Section 4.02.     Application of Trust Money...................................................      24
         Section 4.03.     Applicability of Defeasance Provisions; Company's
                           Option to Effect Defeasance or Covenant Defeasance...........................      25
         Section 4.04.     Defeasance and Discharge.....................................................      25
         Section 4.05.     Covenant Defeasance..........................................................      25
         Section 4.06.     Conditions to Defeasance or Covenant Defeasance..............................      26
</TABLE>

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<TABLE>
<S>                                                                                                           <C>
         Section 4.07.     Deposited Money and Government Obligations to be Held in Trust...............      28
         Section 4.08.     Repayment to Company.........................................................      28
         Section 4.09.     Indemnity For Government Obligations.........................................      28
         Section 4.10.     Reimbursement................................................................      28

ARTICLE V REMEDIES......................................................................................      28

         Section 5.01.     Events of Default............................................................      28
         Section 5.02.     Acceleration of Maturity; Rescission and Annulment...........................      30
         Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee..............      31
         Section 5.04.     Trustee May File Proofs of Claim.............................................      32
         Section 5.05.     Trustee May Enforce Claim Without Possession of Securities...................      33
         Section 5.06.     Application of Money Collected...............................................      33
         Section 5.07.     Limitation on Suits..........................................................      34
         Section 5.08.     Unconditional Right of Holders To Receive Principal, Premium and Interest....      34
         Section 5.09.     Restoration of Rights and Remedies...........................................      34
         Section 5.10.     Rights and Remedies Cumulative...............................................      35
         Section 5.11.     Delay or Omission Not Waiver.................................................      35
         Section 5.12.     Control by Holders...........................................................      35
         Section 5.13.     Waiver of Past Defaults......................................................      36
         Section 5.14.     Undertaking for Costs........................................................      36
         Section 5.15.     Waiver of Stay or Extension Laws.............................................      37

ARTICLE VI THE TRUSTEE..................................................................................      37

         Section 6.01.     Certain Duties and Responsibilities..........................................      37
         Section 6.02.     Notice of Defaults...........................................................      38
         Section 6.03.     Certain Rights of Trustee....................................................      38
         Section 6.04.     Not Responsible for Recitals or Issuance of Securities.......................      40
         Section 6.05.     May Hold Securities..........................................................      40
         Section 6.06.     Money Held In Trust..........................................................      40
         Section 6.07.     Compensation and Reimbursement...............................................      40
         Section 6.08.     Disqualification; Conflicting Interest.......................................      41
         Section 6.09.     Corporate Trustee Required; Eligibility......................................      41
         Section 6.10.     Resignation and Removal; Appointment of Successor............................      41
         Section 6.11.     Acceptance of Appointment by Successor.......................................      43
         Section 6.12.     Merger, Conversion, Consolidation or Succession to Business..................      44
         Section 6.13.     Preferential Collection of Claims Against Company............................      44
         Section 6.14.     Appointment of Authenticating Agent..........................................      44
         Section 6.15.     Trustee's Application for Instructions from the Company......................      46

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........................................      46
</TABLE>

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<TABLE>
<S>                                                                                                           <C>
         Section 7.01.     Company To Furnish Trustee Names and Addresses of Holders....................      46
         Section 7.02.     Preservation of Information, Communications to Holders.......................      47
         Section 7.03.     Reports by Trustee...........................................................      48
         Section 7.04.     Reports by Company...........................................................      48

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................................      49

         Section 8.01.     Company May Consolidate, etc., Only on Certain Terms.........................      49
         Section 8.02.     Successor Person Substituted.................................................      49

ARTICLE IX SUPPLEMENTAL INDENTURES......................................................................      50

         Section 9.01.     Supplemental Indentures Without Consent of Holders...........................      50
         Section 9.02.     Supplemental Indentures with Consent of Holders..............................      51
         Section 9.03.     Execution of Supplemental Indentures.........................................      52
         Section 9.04.     Effect of Supplemental Indentures............................................      52
         Section 9.05.     Conformity with Trust Indenture Act..........................................      53
         Section 9.06.     Reference in Securities to Supplemental Indentures...........................      53
         Section 9.07.     Notice of Supplemental Indenture.............................................      53

ARTICLE X COVENANTS ....................................................................................      53

         Section 10.01.    Payment of Principal, Premium and Interest...................................      53
         Section 10.02.    Maintenance of Office or Agency..............................................      53
         Section 10.03.    Money for Security Payments To Be Held in Trust..............................      54
         Section 10.04.    Payment of Taxes and Other Claims............................................      55
         Section 10.05.    Statement as to Compliance...................................................      55
         Section 10.06.    Waiver of Certain Covenants..................................................      56

ARTICLE XI REDEMPTION OF SECURITIES.....................................................................      56

         Section 11.01.    Applicability of This Article................................................      56
         Section 11.02.    Election To Redeem; Notice to Trustee........................................      56
         Section 11.03.    Selection of Securities To Be Redeemed.......................................      56
         Section 11.04.    Notice of Redemption.........................................................      57
         Section 11.05.    Deposit of Redemption Price..................................................      57
         Section 11.06.    Payment of Securities Called for Redemption..................................      58

ARTICLE XII SINKING FUNDS...............................................................................      58

         Section 12.01.    Applicability of Article.....................................................      58
         Section 12.02.    Satisfaction of Sinking Fund Payments with Securities........................      58
         Section 12.03.    Redemption of Securities for Sinking Fund....................................      59

ARTICLE XIII SUBORDINATION..............................................................................      61

         Section 13.01.    Securities Subordinate to Senior Indebtedness................................      61
         Section 13.02.    Payment Over of Proceeds Upon Dissolution, Etc. .............................      61
         Section 13.03.    No Payment When Senior Indebtedness in Default...............................      62
         Section 13.04.    Payment Permitted If No Default..............................................      63
         Section 13.05.    Subrogation to Rights of Holders of Senior Indebtedness......................      63
         Section 13.06.    Provisions Solely to Define Relative Rights..................................      64
         Section 13.07.    Trustee to Effectuate Subordination..........................................      64
         Section 13.08.    No Waiver of Subordination Provisions........................................      64
         Section 13.09.    Notice to Trustee............................................................      65
         Section 13.10.    Reliance on Judicial Order or Certificate of Liquidating Agent...............      66
         Section 13.11.    Trustee Not Fiduciary for Holders of Senior Debt.............................      66
         Section 13.12.    Rights of Trustee as Holder of Senior Indebtedness;
                             Preservation of Trustee's Rights...........................................      66
         Section 13.13.    Article Applicable to Paying Agents..........................................      66
         Section 13.14.    Defeasance of this Article XIII..............................................      67

ARTICLE XIV MISCELLANEOUS...............................................................................      67

         Section 14.01.    Miscellaneous................................................................      67
</TABLE>

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                            CROSS REFERENCE SHEET(*)

         Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of _______ between WESTERN WIRELESS CORPORATION. and ___________, Trustee:

<TABLE>
<CAPTION>
SECTION OF THE ACT                                                                         SECTION OF INDENTURE
------------------                                                                         --------------------
<S>                                                                                  <C>
310(a)(1) and (2 ) ........................................................                                 6.9

310(a)(3) and (4)..........................................................                        Inapplicable

310(b).....................................................................          8 and 6.10(a), (b) and (d)

310(c).....................................................................                        Inapplicable

311(a).....................................................................                                6.13

311(b).....................................................................                                6.13

311(c).....................................................................                        Inapplicable

312(a).....................................................................                         7.1 and 7.2

312(b).....................................................................                                 7.2

312(c).....................................................................                                 7.2

313(a).....................................................................                                 7.3

313(b)(1)..................................................................                        Inapplicable

313(b)(2)..................................................................                                 7.3

313(c).....................................................................                                 7.3

313(d).....................................................................                                 7.3

314(a).....................................................................                                 7.4

314(b).....................................................................                        Inapplicable

314(c)(1) and (2)..........................................................                                 1.2

314(c)(3)..................................................................                        Inapplicable

314(d).....................................................................                        Inapplicable

314(e).....................................................................                                 1.2

314(f).....................................................................                        Inapplicable

315(a), (c) and (d)........................................................                                 6.1

315(b).....................................................................                                 6.2

315(e).....................................................................                                5.14

316(a)(1)..................................................................                       5.12 and 5.13

316(a)(2)..................................................................                        Not required
</TABLE>

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<TABLE>
<S>                                                                                                 <C>
316(a) (last sentence).....................................................                                 1.1

316(b).....................................................................                                 5.8

317(a).....................................................................                         5.3 and 5.4

317(b).....................................................................                                10.3

318(a).....................................................................                                 1.7
</TABLE>

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

                                        v
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         SUBORDINATED DEBT SECURITIES INDENTURE (this "Indenture"), dated as of
___________, between WESTERN WIRELESS CORPORATION, a Washington corporation
(hereinafter called the "Company"), having its principal office at 3650 131st
Avenue S.E., Bellevue, Washington 98006 and ____________________, as Trustee
(hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness (hereinafter called the "Securities")
to be issued in one or more series, authenticated and delivered in accordance
with this Indenture.

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

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

         NOW, THEREFORE:

         For and in consideration of the premises and the purchases of the
Securities by the Holders (as defined below) thereof, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
all Holders of the Securities or of any series thereof, as follows:

                                   ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01.     Definitions.

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

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

                  (b)      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;

                  (c)      all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
with respect to any computation required or permitted hereunder shall mean such
accounting principles which are generally accepted at the date or time of such
computation; provided that when two or more principles are so generally
accepted, it shall mean that set of principles consistent with those in use by
the Company; and

<PAGE>

                  (d)      the words "therein", "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.

         "Act" when used with respect to any Holder has the meaning specified in
Section 1.04.

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

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means either the board of directors of the Company
or any committee of that board duly authorized to act hereunder.

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

         "Business Day" means every day except a Saturday, Sunday or a day on
which banking institutions in the City of New York, New York, are permitted or
required by any applicable law or executive order to close.

         "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Indebtedness
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance with
generally accepted accounting principles. The stated maturity of such obligation
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty. The principal amount of such obligation
shall be the capitalized amount thereof that would appear on the face of a
balance sheet of such Person in accordance with generally accepted accounting
principles.

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

                                        2
<PAGE>

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

         "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman, President or
a Vice President, and by the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee in
the City of _________, at which at any particular time its corporate trust
business shall be administered, which office at the date of initial execution of
this Indenture is __________________, Attention: Corporate Trust Administration.

         "Corporation" includes corporations, associations, companies and
business trusts.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 with respect to such series (or any successor thereto).

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

         "Event of Default" unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in
Article V.

         "Foreign Currency" means any currency issued by the government of one
or more countries other than the United States of America or by any recognized
confederation or association of such governments.

         "Global Security" means a Security in the form prescribed herein
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

         "Government Obligations" means, with respect to the Securities of any
series, securities which are (i) direct obligations of the United States of
America or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed by the United States of America and which,
in either case, are full faith and credit obligations of the United States of
America and are not callable or redeemable at the option of the issuer thereof
and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such Government Obligation or a specific payment of

                                        3
<PAGE>

interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

         "Holder", "Securityholder" or other similar terms mean a Person in
whose name a Security is registered in the Securities Register.

         "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii)
every obligation of such Person evidenced by bonds, debentures, notes or similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business), (v) every Capital Lease Obligation of such Person,
(vi) the maximum fixed redemption or repurchase price of any equity security of
such Person at the time of determination that by its terms or otherwise is
required to be redeemed prior to the final Stated Maturity of the Securities or
is redeemable at the option of the holder thereof at any time prior to the final
Stated Maturity of the Securities, (vii) every obligation to pay rent or other
payment amounts of such Person with respect to any [sale and leaseback
transaction] to which such Person is a party and (viii) every obligation of the
type referred to in Clauses (i) through (vii) of another Person and all
dividends of another Person the payment of which, in either case, such Person is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise. The amount of any Indebtedness outstanding as of any date shall be
the accreted value thereof, in the case of any Indebtedness that does not
require current payments of interest.

         "Indenture" means 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 each particular series of Securities established
as contemplated by Section 3.01.

         "Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

         "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being the rate of interest payable on such
Security.

         "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 or by declaration of
acceleration, call for redemption or otherwise.

                                        4
<PAGE>

         "Notice of Default" has the meaning specified in Section 5.01(d).

         "Officers' Certificate" means a certificate signed by the Chairman,
President or a Vice President, and by the Treasurer, an Associate Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

         "Original Issue Date" means the date of issuance specified as such in
each Security.

         "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 5.02.

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

                           (i)      securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

                           (ii)     securities for whose payment money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent in trust for the Holders of such Securities; and

                           (iii)    securities in substitution for or in lieu of
which other Securities have been authenticated and delivered or which have been
paid pursuant to Section 3.06, unless proof satisfactory to the Trustee is
presented that any such Securities are held by Holders in whose hands such
Securities are valid, binding and legal 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,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledge
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. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company, or any other obligor on the Securities or any

                                        5
<PAGE>

Affiliate of the Company or such obligor, and, subject to the provisions of
Section 6.01, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

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

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

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to this Indenture or such
Security.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee, including any vice
president, any assistant vice president, any assistant secretary, the treasurer,
any assistant treasurer or other officer of the Corporate Trust Office of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Payment" has the meaning specified in Section 13.02.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.05.

         "Senior Indebtedness" means (x) all Indebtedness for money borrowed of
the Company, whether incurred on or prior to the date of this Indenture or
thereafter incurred, other than the Securities and (y) amendments, renewals,
extensions, modifications, refinancings and refundings of any such
Indebtedness; provided, however, the following shall not constitute Senior
Indebtedness: (A) any Indebtedness owed to a Person when such Person is a
Subsidiary of the Company and (B) any Indebtedness which by the terms of the
instrument creating or evidencing the same is not superior in right of payment
to the Securities.

         "Senior Non-monetary Default" has the meaning specified in Section
13.03.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

                                        6
<PAGE>

         "Subsidiary" means any corporation, partnership, limited liability
company or entity of which, at the time of determination, the Company owns or
controls directly or indirectly more than 50% of the outstanding shares of
Voting Stock.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.05.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument 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 and,
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

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

         "Voting Stock" means stock of any class or classes having general
voting power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of the entity in question, provided that, for
the purposes hereof, stock which carries only the right to vote conditionally on
the happening of an event shall not be considered Voting Stock whether or not
such event shall have happened.

         Section 1.02.     Compliance Certificate 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
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition 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 with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.05) shall include:

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

                                        7
<PAGE>

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

                  (c)      a statement that, in the opinion of each such
individual, he or she has made such examination or investigation as in his or
her reasonable judgment is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and

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

         Section 1.03.     Forms 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 an Opinion of Counsel unless such
officer knows, or in the exercise of reasonable care should know, that the
Opinion of Counsel with respect to matters upon which his or her 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 1.04.     Acts of Holders.

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

                                        8
<PAGE>

this Indenture and (subject to conclusive in favor of the Trustee and the
Company and any agent of the Trustee or 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 by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the
execution thereof. Where such execution is by a Person acting in other than his
or her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority.

                  (c)      The fact and date of the execution by any Person of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient
and in accordance with such reasonable rules as the Trustee may determine.

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

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

                  (f)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to take any
action under this Indenture by vote or consent. Except as otherwise provided
herein, such record date shall be the later of 30 days prior to the first
solicitation of such consent or vote or the date of the most recent list of
Holders furnished to the Trustee pursuant to Section 7.01 prior to such
solicitation. If a record date is fixed, those persons who were Holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date; provided, however, that unless such vote or consent is obtained
from the Holders (or their duly designated proxies) of the requisite principal
amount of Outstanding Securities prior to the date which is the 120th day after
such record date, any such vote or consent previously given shall automatically
and without further action by any Holder be canceled and of no further effect.

         Section 1.05.     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, the Trustee by any Holder or
by the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to

                                         9
<PAGE>

or with the Trustee at its Corporate Trust office; or the Company by the Trustee
or by any Holder shall be sufficient for every purpose (except as otherwise
provided in Section 5.01 hereof) hereunder if in writing and mailed, first
class, postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to the Trustee by the Company.

         Section 1.06.     Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, 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 the address of such Holder as it appears in the Securities
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 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. 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 upon its receipt thereof, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Section 1.07.     Conflict with Trust Indenture Act.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any required provision of the Trust Indenture Act through
operation of Section 318(c) thereof, such imposed duties shall control.

         Section 1.08.     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 1.09.     Successors and Assigns.

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

                                       10
<PAGE>

         Section 1.10.     Separability Clause.

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

         Section 1.11.     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 Paying Agent and
their successors and assigns, holders of Senior Indebtedness (subject to
Article IV) and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 1.12.     Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, except as may otherwise be
required by mandatory provisions of law.

         Section 1.13.     Nonbusiness Days.

         In any case where any Interest Payment Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest or principal need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or at the
Stated Maturity, except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date, and no
interest shall accrue for the period from and after such Interest Payment Date
or Stated Maturity, as the case may be, until the next succeeding Business Day.

         Section 1.14.     No Security Interest Created.

         Nothing in this Indenture or in any Security, express or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be
located.

         Section 1.15.     Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator, officer
or director, as such, past, present or future, of the Company, either directly
or through the Company, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
shareholders, officers or

                                       11
<PAGE>

directors, as such, of the Company, or any of them, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.

                                   ARTICLE II
                                 SECURITY FORMS

         Section 2.01.     Forms Generally.

         The definitive Securities of each series shall be in substantially such
form or forms as shall be established pursuant to Section 3.01, 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
the Company may deem appropriate and as are not contrary to the provisions of
this Indenture or any supplemental indenture, or as may be required to comply
with the rules of any securities exchange or of any automated quotation or
book-entry system, or to conform to usage, all as may be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

         The Securities of each series shall be issuable in registered form
without coupons. The definitive Securities shall be produced in such manner as
shall be determined by the officers executing such Securities, as evidenced by
their execution thereof.

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

         The Trustee's certificate of authentication shall be in substantially
the form set forth below:

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

                                             Dated:
                                                _______________________________,
                                                as Trustee,

                                             By:________________________________
                                                Authorized Signatory

                                       12
<PAGE>

         Section 2.03.     Securities in Global Form.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.03 or 3.04 with respect
thereto. Subject to the provisions of Section 3.03 and, if applicable, Section
3.04, the Trustee shall deliver and redeliver, in each case at the Company's
expense, 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 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.07, unless otherwise
specified in or pursuant to this Indenture or any Security, payment of principal
of, any premium and interest on, and any Additional Amounts in respect of, any
Security in temporary or permanent global form shall be made to the Person or
Persons specified therein.

                                   ARTICLE III
                                 THE SECURITIES

         Section 3.01.     Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

                  (a)      the title or designation of the securities of such
series, which shall distinguish the Securities of the series from all other
Securities;

                  (b)      the limit, if any, upon the aggregate principal
amount of the Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05,

                                       13
<PAGE>

3.06, 9.06 or 11.06); provided, however, that the authorized aggregate principal
amount of such series may be increased above such amount by a Board Resolution
to such effect;

                  (c)      the Stated Maturity or Maturities on which the
principal of the Securities of such series is payable or the method of
determination thereof;

                  (d)      the rate or rates, if any, at which the Securities of
such series shall bear interest, the Interest Payment Dates on which such
interest shall be payable, the right, if any, of the Company to defer or extend
an Interest Payment Date and the minimum length of any such deferral period, and
the Regular Record Date for the interest payable on any Interest Payment Date or
the method by which any of the foregoing shall be determined;

                  (e)      the place or places where the principal of (and
premium, if any) and interest on the Securities of such series shall be payable,
the place or places where the Securities of such series may be presented for
registration of transfer or exchange, and the place or places where notices and
demands to or upon the Company in respect of the Securities of such series may
be made;

                  (f)      the period or periods within or the date or dates on
which, if any, the price or prices at which and the terms and conditions upon
which the Securities of such series may be redeemed, in whole or in part, at the
option of the Company, pursuant to any sinking fund or otherwise;

                  (g)      the obligation or the right, if any, of the Company
to redeem, repay or purchase the Securities of such series pursuant to any
sinking fund, amortization or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which and the
other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

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

                  (i)      if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and premium, if
any) and interest, if any, on the Securities of the series shall be payable, or
in which the Securities of the series shall be denominated;

                  (j)      the additions, modifications or deletions, if any, in
the Events of Default or covenants of the Company set forth herein with respect
to the Securities of such series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth
therein;

                  (k)      if other than the principal amount thereof, the
portion of the principal amount of Securities of such series that shall be
payable upon declaration of acceleration of the Maturity thereof;

                                       14
<PAGE>

                  (l)      the additions or changes, if any, to this Indenture
with respect to the Securities of such series as shall be necessary to permit or
facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;

                  (m)      any index or indices used to determine the amount of
payments of principal of and premium, if any, on the Securities of such series
or the manner in which such amounts will be determined;

                  (n)      the issuance of a temporary Global Security
representing all of the Securities of such series and exchange of such temporary
Global Security for definitive Securities of such series;

                  (o)      whether the Securities of the series shall be issued
in whole or in part in the form of one or more Global Securities and, in such
case, the Depositary for such Global Securities, which Depositary shall be a
clearing agency registered under the Securities Exchange Act of 1934 as amended;

                  (p)      the appointment of any Paying Agent or Agents for the
Securities of such series;

                  (q)      the additions, modifications or deletions, if any,
to the provisions of Article XIII in respect of such Securities of such series;

                  (r)      whether the Securities of the series will be
convertible into other securities of the Company and/or exchangeable for
securities of another issuer, and if so, the terms and conditions upon which
such Securities will be so convertible or exchangeable, and any deletions from
or modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Securities or the administration
thereof; and

                  (s)      any other terms of the Securities of such series and
any other deletion from or modifications or additions to this Indenture in
respect of such Securities of such series.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the

                                       15
<PAGE>

Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting forth the terms
of the series.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIII.

         Section 3.02.     Denominations.

         Unless otherwise provided for in or pursuant to the Indenture, the
principal amount of, and any premium and interest on the Securities shall be
payable in Dollars. The Securities of each series shall be in registered form
without coupons and shall be issuable in denominations of $1,000 and any
integral multiple thereof, unless otherwise specified as contemplated by Section
3.01. Securities not denominated in Dollars shall be issuable in such
denominations as are established with respect to such Securities in or pursuant
to this Indenture.

         Section 3.03.     Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
President or one of its Vice Presidents under its corporate seal reproduced or
impressed thereon and attested by its Secretary or one of its Assistant
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 executed by the Company to the Trustee for authentication. Securities
may be authenticated on original issuance from time to time and delivered
pursuant to such procedures acceptable to the Trustee ("Procedures") as may be
specified from time to time by Company Order. Procedures may authorize
authentication and delivery pursuant to written or electronic instructions of
the Company or a duly authorized agent.

         Prior to the delivery of a Security in any such form to the Trustee for
authentication, the Company shall deliver to the Trustee the following:

                  (a)      a Company Order requesting the Trustee's
authentication and delivery of all or a portion of the Securities of such
series, and, if less than all, setting forth procedures for such authentication;

                  (b)      the Board Resolution by or pursuant to which such
form of Security has been approved, and the Board Resolution, if any, by or
pursuant to which the terms of the Securities of such series have been approved,
and, if pursuant to a Board Resolution, an Officers' Certificate describing the
action taken;

                  (c)      an Officers' Certificate dated the date such
certificate is delivered to the Trustee, stating that all conditions precedent
provided for in this Indenture relating to the authentication and delivery of
Securities in such form and with such terms have been complied with; and

                                       16
<PAGE>

                  (d)      an Opinion of Counsel stating that (i) the form of
such Securities has been duly authorized and approved in conformity with the
provisions of this Indenture; (ii) the terms of such Securities have been duly
authorized and determined in conformity with the provisions of this Indenture,
or, if such terms are to be determined pursuant to Procedures, when so
determined such terms shall have been duly authorized and determined in
conformity with the provisions of this Indenture; and (iii) Securities in such
form when completed by appropriate insertions and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
within the authorization as to aggregate principal amount established from time
to time by the Board of Directors and sold in the manner specified in such
Opinion of Counsel, will be the legal, valid and binding obligations of the
Company entitled to the benefits of this Indenture, subject to applicable
bankruptcy, reorganization, insolvency and similar laws generally affecting
creditors' rights, and subject to general equitable principles except as
enforcement thereof may be limited by (A) requirements that a claim with respect
to any Securities denominated other than in Dollars (or a Foreign Currency or
currency unit judgment in respect of such claim) be converted into Dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
(B) governmental authority to limit, delay or prohibit the making of payments in
Foreign Currencies or currency units or payments outside the United States and
subject to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Securities.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
or any person designated in writing by an Authorized Officer that the Trustee
authenticate and deliver Securities of such series for original issue will be
deemed to be a certification by the Company that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with and that no Event of Default with
respect to any of the Securities has occurred or is continuing. The Trustee
shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised in writing by counsel, determines
within a reasonable amount of time that such action may not lawfully be taken or
if the Trustee in good faith determines within a reasonable amount of time that
such action would expose the Trustee to personal liability to existing Holders.

         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
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

                                       17
<PAGE>

         Section 3.04.     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 printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities of such series in lieu of which they are
issued 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.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, the Company will cause definitive Securities of such
series to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for that purpose without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities,
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 having the same Original Issue Date and
Stated Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

         Section 3.05.     Registration, Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a 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. Such register is herein sometimes referred to as the
"Securities Register". The Trustee is hereby appointed "Securities Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided. The Company shall have the right to remove and replace from time to
time the Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose, 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 of any authorized denominations, of a like aggregate principal amount, of
the same Original Issue Date and Stated Maturity and having the same terms.

                                       18
<PAGE>

         At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, 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 deliver, the
Securities which the Holder making the exchange is entitled to receive.

         All Securities issued upon any 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 transfer or exchange.

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

         No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

         Notwithstanding any of the foregoing, any Global Security of a series
shall be exchangeable pursuant to this Section 3.05 for Securities registered in
the names of Persons other than the Depositary for such Security or its nominee
only if (i) such Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor Depositary registered as a
clearing agency under the Securities Exchange Act of 1934, as amended, is not
appointed by the Company within 90 days of such notice, (ii) the Company
executes and delivers to the Trustee a Company Order that such Global Security
shall be so exchangeable or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Securities of such series. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as such Depositary shall
direct.

         Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

         Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of 15 business days before
the day of selection for redemption of Securities pursuant to Article XI and
ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so

                                       19
<PAGE>

selected for redemption in whole or in part, except, in the case of any Security
to be redeemed in part, any portion thereof not to be redeemed.

         Section 3.06.     Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such mutilated
Security, and bearing a number not contemporaneously outstanding.

         If there 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
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 issuing Company shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same issue
and series of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such destroyed,
lost or stolen Security, and bearing a number not contemporaneously outstanding.

         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 cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

         The provisions of this Section 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 3.07.     Payment of Interest; Interest Rights Preserved.

         Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of

                                       20
<PAGE>

business on the Regular Record Date for such interest in respect of Securities
of such series, except that, unless otherwise provided in the Securities of such
series, interest payable on the Stated Maturity of a Security shall be paid to
the Person to whom principal is paid. The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 3.01 with respect to the related
series of Securities.

         Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below.

                  (a)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series
in respect of which interest is in default (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 and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money 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 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 clause 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 mailed, first class, postage prepaid,
to each Holder of a Security of such series at the address of such Holder as it
appears in the Securities Register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the expense
of the Company, cause a similar notice to be published at least once in a
newspaper, customarily published in the English language on each Business Day
and of general circulation in the City of New York, New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
clause (b).

                  (b)      The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange on

                                       21

<PAGE>

which the Securities of the series in respect of which interest is in default
may be listed and, upon such notice as may be required by such exchange (or by
the Trustee if the Securities are not listed), if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
payment shall be deemed practicable by the Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Securities that bear
interest may be paid by mailing a check to the address of the Person entitled
thereto as such address shall appear in the Security Register or by transfer to
an account maintained by the payee with a bank located in the United States.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon 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.

         In the case of any Security of any series that is convertible into
other securities of the Company or exchangeable for securities of another
issuer, which Security is converted or exchanged after any Regular Record Date
and on or prior to the next succeeding Interest Payment Date (other than any
Security with respect to which the Stated Maturity is prior to such Interest
Payment Date), interest with respect to which the Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Security (or one or more predecessor Securities) is registered at the close
of business on such Regular Record Date. Except as otherwise expressly provided
in the immediately preceding sentence, in the case of any Security which is
converted or exchanged, interest with respect to which the Stated Maturity is
after the date of conversion or exchange of such Security shall not be payable.

         Section 3.08.     Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         No Holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to

                                       22

<PAGE>

or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

         Section 3.09.     Cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled 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 all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed or otherwise disposed of by the Trustee in
accordance with its usual practices and the Trustee shall, upon request, deliver
to the Company a certificate of such destruction.

         Section 3.10.     Computation of Interest.

          Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months and, with respect to any
period less than a full calendar month, on the basis of the actual number of
days elapsed during such period in relation to the deemed 30 days of such month.

         Section 3.11.     CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption 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 of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         Section 4.01.     Satisfaction and Discharge of Indenture.

         (1) This Indenture shall cease to be of further effect (except as to
(i) any surviving rights of transfer, substitution and exchange of Securities,
(ii) rights hereunder of Holders to receive payments of principal of (and
premium, if any) and interest on the Securities and other rights, duties and
obligations of the Holders as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee and (iii) the rights and obligations of
the Trustee hereunder), and the Trustee, upon a Company Request specifying such
action

                                       23

<PAGE>

to be taken and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when (a) either (i)
all Securities theretofore authenticated and delivered (other than (A)
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06 and (B) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee for
cancellation; or (ii) all such Securities not theretofore delivered to the
Trustee for cancellation (x) have become due and payable, or (y) will become due
and payable at their Stated Maturity (or scheduled for redemption) within one
year of the date of deposit, and the Company, in the case of (x) or (y) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose an amount in the currency or currencies in which the Securities
of such series are payable 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 to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity; (b) the Company has paid or caused to be paid all other
sums payable hereunder by the Company (including any amounts due to the Trustee
in respect of its compensation and expense reimbursement); and (c) the Company
has delivered to the Trustee a Company Request specifying such action to be
taken and 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 have been complied with.

         (2) Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.07 and, if money
shall have been deposited with the Trustee pursuant to this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
10.03 shall survive.

         Section 4.02.     Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 or money or Government
Obligations deposited with the Trustee pursuant to Section 4.03, or received by
the Trustee in respect of Government Obligations deposited with the Trustee
pursuant to Section 4.03, 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 for whose
payment such money or obligations have been deposited with or received by the
Trustee; provided, however, such moneys need not be segregated from other funds
except to the extent required by law.

                                       24

<PAGE>

         Section 4.03.     Applicability of Defeasance Provisions; Company's
Option to Effect Defeasance or Covenant Defeasance.

         If pursuant to Section 3.01 provision is made for either or both of (i)
defeasance of the Securities of any series under Section 4.04 or (ii) covenant
defeasance of the Securities of any series under Section 4.05, then the
provisions of such Section or Sections, as the case may be, together with the
provisions of Sections 4.06 through 4.09 inclusive, with such modifications
thereto as may be specified pursuant to Section 3.01 with respect to any
Securities, shall be applicable to such Securities, and the Company may at its
option by or pursuant to Board Resolution, at any time, with respect to such
Securities, elect to have Section 4.04 (if applicable) or Section 4.05 (if
applicable) be applied to such Outstanding Securities upon compliance with the
conditions set forth below in this Article IV.

         Section 4.04.     Defeasance and Discharge.

         Upon the Company's exercise of the option specified in Section 4.03
applicable to this Section with respect to the Securities of any series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities on and after the date the conditions set forth in
Section 4.06 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 Securities which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 4.07 and the other
Sections of this Indenture referred to in clause (ii) of this Section, 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 on a Company Order execute proper instruments
acknowledging the same), except the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such
Securities to receive, solely from the trust funds described in Section 4.06(a)
and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest, if any, on such Securities when
such payments are due; (ii) the Company's obligations with respect to such
Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the
payment of additional amounts, if any, payable with respect to such Securities
as specified pursuant to Section 3.01; (iii) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (iv) this Article IV. Subject to
compliance with this Article IV, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 4.05 with
respect to such Securities. Following a defeasance, payment of such Securities
may not be accelerated because of an Event of Default.

         Section 4.05.     Covenant Defeasance.

         Upon the Company's exercise of the option specified in Section 4.03
applicable to this Section with respect to any Securities of any series, the
Company shall be released from its obligations under Section 8.01 and, if
specified pursuant to Section 3.01, its obligations under any other covenant
with respect to such Securities on and after the date the conditions set forth
in Section 4.06 are satisfied (hereinafter, "covenant defeasance"),

                                       25

<PAGE>

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 Section 8.01 or such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such 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
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other 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 5.01(d) or 5.01(g) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.

         Section 4.06.     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of Section 4.04 or
Section 4.05 to any Securities of a series:

                  (a)      The Company shall have deposited or caused to be
deposited irrevocably with the Trustee (or another Trustee satisfying the
requirements of Section 6.09 who shall agree to comply with, and shall be
entitled to the benefits of, the provisions of Sections 4.03 through 4.09
inclusive and the last paragraph of Section 10.03 applicable to the Trustee, for
purposes of such Sections also a "Trustee") as trust funds in trust for the
purpose of making the payments referred to in clauses (X) and (Y) of this
Section 4.06(a), specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of such Securities, with instructions to the Trustee
as to the application thereof, (i) money in an amount (in such currency,
currencies or currency unit or units in which such Securities are then specified
as payable at maturity), or (ii) if Securities of such Series are not subject to
repayment at the option of Holders, Government Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment
referred to in clause (X) or (Y) of this Section 4.06(a), money in an amount or
(iii) a combination thereof in an amount sufficient, without reinvestment, in
the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee to pay
and discharge, (X) the principal of, premium, if any, and interest, if any, on
Securities on the maturity (or redemption) of such principal or installment of
principal or interest and (Y) any mandatory sinking fund payments applicable to
such Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and such Securities. Before such a
deposit the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article XI
which shall be given effect in applying the foregoing.

                  (b)      Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default or Event of Default
under, this Indenture or result

                                       26

<PAGE>

in a breach or violation of, or constitute a default under, any other material
agreement or instrument to which the Issuer is a party or by which it is bound.

                  (c)      In the case of an election under Section 4.04, the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel to the effect that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (ii)
since the date of 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 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
and in the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred.

                  (d)      In the case of an election under Section 4.05, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such 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.

                  (e)      The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 4.04 or the covenant
defeasance under Section 4.05 (as the case may be), including those contained in
this Section 4.06 other than the 90 day period specified in Section 4.06(g),
have been complied with.

                  (f)      This Company shall have delivered to the Trustee an
Officers' Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.

                  (g)      No event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 5.01(e) and (f),
at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

                  (h)      such defeasance or covenant defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act of 1940 unless such trust shall
be registered under such Act or exempt from registration thereunder.

                  (i)      Such defeasance or covenant defeasance shall be
effected in compliance with any additional or substitute terms, conditions or
limitations which may be imposed on the Company in connection therewith as
contemplated by Section 3.01.

                                       27

<PAGE>

         Section 4.07.     Deposited Money and Government Obligations to be
Held in Trust.

         Subject to the provisions of the last paragraph of Section 10.03, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.01) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.06 in respect of any Securities of any series 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, premium, if any, and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

         Section 4.08.     Repayment to Company.

         The Trustee (or any paying agent) shall promptly pay to the Company
upon Company Order any excess money or securities held by them at any time.

         Section 4.09.     Indemnity For Government Obligations.

         The Company shall pay, and shall indemnify the Trustee against, any
tax, fee or other charge imposed on or assessed against Government Obligations
deposited pursuant to this Article IV or the principal and interest and any
other amount received on such Government Obligations.

         Section 4.10.     Reimbursement.

         If the Trustee or the paying agent is unable to apply any money in
accordance with this Article IV with respect to any Securities by reason of any
order or judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 4.04 or 4.05 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article IV with respect to such
Securities, until such time as the Trustee or paying agent is permitted to apply
all money held in trust pursuant to Section 4.07 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                   ARTICLE V
                                    REMEDIES

         Section 5.01.     Events of Default.

         "Event of Default", wherever used herein with respect to the Securities
of any series, means each one of the following events which shall have occurred
and be

                                       28
<PAGE>

continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officers' Certificate establishing the terms of such series
pursuant to this Indenture:

                  (a)      default in the payment of all or any part of the
principal of (or premium, if any, on) any Security of that series when due,
either at its Maturity (or upon any redemption), by declaration or otherwise;

                  (b)      default in the payment of any interest upon any
Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; provided, however that if the Company is
permitted by the terms of the Securities of the applicable series to defer the
payment in question, the date on which such payment is due and payable shall be
the date on which the Company is required to make payment following such
deferral, if such deferral has been elected pursuant to the terms of the
Securities of that series;

                  (c)      default in the payment of any sinking fund
installment as and when the same shall become due and payable by the terms of
the Securities of such series;

                  (d)      failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in
the Securities of such series (other than a covenant or agreement in respect of
the Securities of such series a default in the performance or breach of which is
elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities
other than such Series) for a period of 60 days after the date on which written
notice specifying such failure, stating that such notice is a "Notice of
Default" hereunder and demanding that the Company remedy the same, shall have
been given by registered or certified mail, return receipt requested, 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 the Outstanding Securities of such
series; or

                  (e)      the entry of a decree or order by a 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 any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days;

                  (f)      the institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State bankruptcy, insolvency,

                                       29

<PAGE>

reorganization or other similar law, or the consent by it 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 its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due and its willingness to be adjudicated a
bankrupt, or the taking of corporate action by the Company in furtherance of any
such action;

                  (g)      any other Event of Default with respect to that
Series, including an Event of Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security for
such series.

         If an Event of Default described in clauses (a), (b), (c), (d) or (g)
occurs and is continuing, then, and in each and every such case, except for any
series of Securities the principal of which shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding hereunder by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of any
such affected series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable. If an Event of Default specified in clause (e) or
(f) occurs, all unpaid principal (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of all the Securities then Outstanding, and interest accrued
thereon, if any, shall be due and payable immediately, without any declaration
or other act on the part of the Trustee or any Securityholder.

         Section 5.02.     Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and 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, such
portion of the principal amount as may be specified in the terms of that series)
of all the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.

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

                                       30

<PAGE>

                  (a)      the Company has paid or deposited with the Trustee a
sum sufficient to pay:

                           (i)     all overdue installments of interest on all
Securities of that series;

                           (ii)    the principal of (and premium, if any, on)
any Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the
Securities;

                           (iii)   to the extent that payment of such interest
is lawful, interest upon overdue installments of interest at the rate borne by
the Securities;

                           (iv)    sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and

                  (b)      all Events of Default with respect to Securities of
that series, other than the nonpayment of the principal of Securities of that
series which has become due solely by such acceleration, have been cured or
waived as provided in Section 5.13.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon. Upon receipt by the Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, with
respect to Securities of a series all or part of which is represented by a
Global Security, a record date shall be established for determining Holders of
Outstanding Securities of such series entitled to join in such notice, which
record date shall be at the close of business on the day the Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 60 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 60-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice which has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this
Section 5.02.

         Section 5.03.     Collection of Indebtedness and Suits for Enforcement
by Trustee.

         The Company covenants that if:

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

                                       31

<PAGE>

                  (b)      default is made in the payment of the principal of
(and premium, if any, on) any Security at the Maturity thereof;

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, including any sinking fund payment or analogous
obligations (and premium, if any) and interest, including, to the extent that
payment of such interest shall be lawful, interest on any overdue principal (and
premium if any) and on any overdue installments of interest at the rate borne by
the Securities; and, in addition thereto, all amounts owing the Trustee under
Section 6.07.

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

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

         Section 5.04.     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;

                  (a)      the Trustee (irrespective of whether the principal of
the Securities of any series shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal (and
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) and interest owing and unpaid in
respect to the Securities and to file such other papers or documents as may be
necessary or advisable and to take any and all actions as are authorized under
the Trust Indenture Act in order to have the claims of the Holders and any
predecessor to the Trustee under Section 6.07 and of the Holders allowed in any
such judicial proceedings;

                                       32
<PAGE>

                           (ii)    and in particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same in accordance with
Section 5.06; and

                  (b)      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 for distribution in accordance with Section 5.06, and in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it and any predecessor Trustee
under Section 6.07.

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

         Section 5.05.     Trustee May Enforce Claim 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
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.07, 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 5.06.     Application of Money Collected.

         Subject to Article XIII, any money or property collected or to be
applied by the Trustee with respect to a series of Securities 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 or property on
account of principal (or premium, if any) or interest, 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 and any
predecessor Trustee under Section 6.07;

         second, to the extent provided in Article XIII, to the holders of
Senior Indebtedness in accordance with Article XIII;

         third, to the payment of the amounts then due and unpaid upon such
series of Securities for principal (and premium, if any) and interest, 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 series of Securities for principal (and premium, if any)
and interest, respectively; and

         fourth, the balance, if any, to the Person or Persons entitled thereto.

                                       33
<PAGE>

         Section 5.07.     Limitation on Suits.

         No Holder of any Securities of any series shall have any right to
institute, against the Company, any proceeding, judicial or otherwise, with
respect to this Indenture or for the appointment of a receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) or for any other
remedy hereunder, unless:

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

                  (b)      the Holders of not less than 25% in principal amount
of the Outstanding Securities of each affected series (treated as one class)
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;

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

                  (d)      the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such
proceeding; and

                  (e)      no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of each affected
series (treated as one class);

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, 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 such Holders.

         Section 5.08.     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 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

         Section 5.09.     Restoration of Rights and Remedies.

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

                                       34
<PAGE>

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 5.10.     Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy 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 5.11.     Delay or Omission Not Waiver.

         Except as otherwise provided in the last paragraph of Section 3.06, 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 5.12.     Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any 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, with respect to the
Securities of such series; provided that:

                  (a)      such direction shall not be in conflict with any rule
of law or with this Indenture or with the Securities of such series;

                  (b)      the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction; and

                  (c)      subject to the provisions of Section 6.01, the
Trustee shall have the right to decline to follow such direction if the Trustee
in good faith shall, by a Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed would be unjustly prejudicial to the
Holders not joining in any such direction or would involve the Trustee in
personal liability.

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a

                                       35
<PAGE>

record date shall be established for determining Holders of Outstanding
Securities of such series entitled to join in such notice, which record date
shall be at the close of business on the day the Trustee receives such notice.
The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided that, unless the Holders of a
majority in principal amount of the Outstanding Securities of such series shall
have joined in such notice prior to the day which is 90 days after such record
date, such notice shall automatically and without further action by any Holder
be canceled and of no further effect.

         Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, after expiration of such 90-day period, a new notice
identical to a notice which has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.12.

         Section 5.13.     Waiver of Past Defaults.

         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 hereunder with respect to such
series and its consequences, except a default:

                  (a)      in the payment of the principal of (or premium, if
any) or interest on any Security of such series, or

                  (b)      in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.

         Upon any such waiver, such default 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 impair any right consequent thereon.

         Section 5.14.     Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the 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;
provided, that neither this Section 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.

                                       36
<PAGE>

         Section 5.15.     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 or extension 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 VI
                                   THE TRUSTEE

         Section 6.01.     Certain Duties and Responsibilities.

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

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

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

                  (b)      In case an Event of Default actually known to a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

                           (ii)     the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it shall
be proved that the Trustee was negligent in ascertaining the pertinent facts;
and the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with

                                       37
<PAGE>

the direction of Holders pursuant to Section 5.12 relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series.

                  (d)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers.

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

         Section 6.02.     Notice of Defaults.

         Within 90 days after actual knowledge of the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names and
addresses appear in the Securities 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 on any Security 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 interests of the Holders of Securities of
such series; and provided further that, in the case of any default of the
character specified in Section 5.01(d), no such notice to Holders of Securities
of such series shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

         Section 6.03.     Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

                  (a)      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 or other evidence of indebtedness, Security or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                  (b)      any request 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;

                  (c)      whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically

                                       38
<PAGE>

prescribed) may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;

                  (d)      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;

                  (e)      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 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;

                  (f)      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, indenture, Security or other paper or document, but the Trustee in
its discretion may make such inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney, at the sole cost of the
Company, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;

                  (g)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys 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;

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

                  (i)      the Authenticating Agent, Paying Agent, and Security
Registrar shall have the same protections as the Trustee set forth hereunder;

                  (j)      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;

                  (k)      whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Article VI;

                  (l)      the permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein; and

                                       39
<PAGE>

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

         Section 6.04.     Not Responsible for Recitals or Issuance of
Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, 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 made by
it in a Statement of Eligibility on Form T-1 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 the Securities or the proceeds thereof.

         Section 6.05.     May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.08 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Securities Registrar or such other
agent.

         Section 6.06.     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 or in this Indenture. 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 6.07.     Compensation and Reimbursement.

         The Company agrees:

                  (a)      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);

                  (b)      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 its
negligence or bad faith; and

                                       40
<PAGE>

                  (c)      to indemnify each of the Trustee and any Predecessor
Trustee and their respective officers, directors, stockholders, employees and
agents for, and to hold each of them harmless against, any loss, liability or
expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) to the extent incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
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.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or a successor statute.
The provisions of this Section 6.07 shall survive the termination of this
Indenture.

         Section 6.08.     Disqualification; Conflicting Interest.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 3.10(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 3.10(b) of the Trust
Indenture Act.

         Section 6.09.     Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state, territory or the District of Columbia, authorized under
such laws to exercise corporate trust powers and subject to supervision or
examination by Federal, state, territorial or District of Columbia authority,
having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

         Section 6.10.     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 6.11.

                  (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 an instrument of

                                       41
<PAGE>

acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.

                  (c)      The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d)      If at any time:

                           (i)      the Trustee shall fail to comply with
Section 6.08 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

                           (ii)     the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the
Company or by any such Holder; or

                           (iii)    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, (A) the Company by Board Resolution may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  (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 with respect to
the Securities of that or those 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 not have
been appointed by the Company, a successor Trustee 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, and the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Securities of such series and
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
for at least six months may, subject to Section 5.14, on behalf of himself or
herself and all others similarly situated, petition any court of competent

                                       42
<PAGE>

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 the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of such series as their names and
addresses appear in the Securities Register. 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.

                  (g)      In no event shall any retiring Trustee be liable for
the acts or omissions of any successor Trustee hereunder.

         Section 6.11.     Acceptance of Appointment by Successor.

                  (a)      In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed 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
and the resigning or removed Trustee shall be therefrom deemed released and
discharged of the trusts and duties hereunder; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, 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 (i) 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, (ii) if the retiring Trustee is not retiring with respect to
all Securities, 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 (iii) 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

                                       43
<PAGE>

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.

                  (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 6.12.     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, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

         Section 6.13.     Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon 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 6.14.     Appointment of Authenticating Agent.

         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

                                       44
<PAGE>

authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof, and 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. 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 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, or of any state, territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent 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 all or
substantially all of the corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, 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 notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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
provision 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 the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.07.

         The provisions of Sections 3.08, 6.04 and 6.05 shall be applicable to
each Authenticating Agent.

                                       45
<PAGE>

         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 alternative
certificate of authentication in the following form:

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

                                             Dated:

                                             _________________________________,
                                             as Trustee,

                                             By:______________________________
                                                as Authenticating Agent

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.

         Section 6.15.     Trustee's Application for Instructions from the
Company.

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

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         The Company will furnish or cause to be furnished to the Trustee:

                                       46
<PAGE>

                  (a)      semiannually, not more than 15 days after June 1 and
December 1, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such June 1 and December 1; and

                  (b)      at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

         Section 7.02.     Preservation of Information, Communications to
Holders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

                           (i)      afford such applicants access to the
information with respect to the Holders of such series preserved at the time by
the Trustee in accordance with paragraph (a) of this Section, or

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

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of such series whose name and address appear in the
information preserved at the time by the Trustee in accordance with paragraph
(a) of this Section a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Commission, together

                                       47
<PAGE>

with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders of such series or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

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

         Section 7.03.     Reports by Trustee.

                  (a)      The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act, at the times and in the manner provided
pursuant thereto.

                  (b)      Within 60 days after May 15 of each year, the Trustee
shall transmit by mail to all Holders of Securities as provided in Section
313(c) of the Trust Indenture Act, a brief report dated as of May 15, if
required by and in compliance with Section 313(a) of the Trust Indenture Act.

                  (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed and also with the Commission. The Company will
promptly notify the Trustee whenever the Securities are listed on any stock
exchange.

         Section 7.04.     Reports by Company.

         The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended, shall be filed with the Trustee within 15 days after the same is
required to be filed with the Commission.

                                       48
<PAGE>

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 8.01.     Company May Consolidate, etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets in entirety or
substantially as an entirety to any Person, and no Person shall consolidate with
or merge into the Company or convey, sell, transfer or lease its properties and
assets in entirety or substantially as an entirety to the Company, unless:

                  (a)      in case the Company shall consolidate with or merge
into another corporation or convey, sell, transfer or lease its properties and
assets in entirety or substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance, sale or transfer, or which leases, the properties
and assets of the Company in entirety or substantially as an entirety shall be a
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia, and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed and shall provide for conversion or exchange rights in accordance with
the provisions of the Securities of any series that are convertible or
exchangeable into Common Stock or other securities;

                  (b)      immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have happened and be continuing; and

                  (c)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance, sale, transfer or lease and any such supplemental indenture
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with; and the Trustee, subject
to Section 6.01, may rely upon such Officers' Certificate and Opinion of Counsel
as conclusive evidence that such transaction complies with this Section 8.01.

         Section 8.02.     Successor Person Substituted.

         Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, sale, transfer or lease by the Company of its
properties and assets in entirety or substantially as an entirety to any Person
in accordance with Section 8.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
sale, transfer or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the

                                       49
<PAGE>

Company herein; and in the event of any such conveyance, sale, transfer or lease
the Company shall be discharged from all obligations and covenants under the
Indenture and the Securities and may be dissolved and liquidated. Such successor
Person 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 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
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication pursuant to such provisions and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee on its behalf for the purpose pursuant to
such provisions. 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. In
case of any such consolidation, merger, sale, conveyance or lease, such changes
in phraseology and form may be made in the Securities thereafter to be issued as
may be appropriate.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         Section 9.01.     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:

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

                  (b)      to provide for the issuance under this Indenture of
Securities in bearer form (including securities registrable as to principal
only) and to provide for exchangeability of such Securities for Securities
issued hereunder in fully registered form, and to make all appropriate changes
for such purpose;

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

                  (d)      to secure the Securities;

                  (e)      to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01;

                                       50
<PAGE>

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

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

                  (h)      to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Securities, as herein set forth;

                  (i)      to add any additional Events of Default with respect
to all or any series of Securities (as shall be specified in such supplemental
indenture);

                  (j)      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 Article IV, provided that any
such action shall not adversely affect the interests of any Holder of an
Outstanding Security of such series or any other Outstanding Security in any
material respect;

                  (k)      to make provisions with respect to conversion or
exchange rights of Holders of Securities of any series; or

                  (l)      to amend or supplement any provision contained herein
or in any supplemental indenture, provided that no such amendment or supplement
shall materially adversely affect the interests of the Holders of any Securities
then Outstanding.

         Section 9.02.     Supplemental Indentures with Consent of Holders.

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

                  (a)      extend the Stated Maturity of the principal of any
Outstanding Security, or reduce the principal amount thereof or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change currency in which the principal thereof
(including any amount in respect of

                                       51
<PAGE>

Original Issue Discount Security), premium, if any, or interest thereon is
payable or reduce the amount of any Original Issue Discount Security that is
payable upon acceleration or provable in bankruptcy or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof or modify the provisions of this Indenture with respect to the
subordination of the Securities in a material manner adverse to the Holders;

                  (b)      reduce the percentage in principal amount of the
Outstanding Securities of any series, 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 provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

                  (c)      modify any of the provisions of this Section, Section
5.13 or Section 10.06, 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 Security affected thereby; or

                  (d)      make any change that adversely affects the right to
convert or exchange any Security into or for securities of the Company or other
securities (whether or not issued by the Company), cash or property in
accordance with its terms.

         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.

         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 9.03.     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 Section 6.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Section 9.04.     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.

                                       52
<PAGE>

         Section 9.05.     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 9.06.     Reference in Securities to Supplemental Indentures.

         Securities 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 Board of Directors, 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 9.07.     Notice of Supplemental Indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.02, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                    ARTICLE X
                                    COVENANTS

         Section 10.01.    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) and interest on the Securities of that series in accordance with the
terms of such Securities and this Indenture.

         Section 10.02.    Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series, an
office or agency where Securities of that series may be presented or surrendered
for payment and an office or agency where Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain such
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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such

                                       53
<PAGE>

designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation and any change in the location of
any such office or agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough
of Manhattan, The City of New York for the Securities of any series.

         Section 10.03.    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 will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act. Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal and premium (if any) or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its failure so to act. The Company will cause
each Paying Agent other than the Trustee 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:

                  (a)      hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities 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;

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

                  (c)      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 trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such

                                       54
<PAGE>

payment by the Company or any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money. 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) or
interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) 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 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 a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the city of New
York, New York, 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
the Company.

         Section 10.04.    Payment of Taxes and Other Claims.

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

         Section 10.05.    Statement as to Compliance.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, signed by at least one of the principal executive officer,
principal financial officer and principal accounting officer of the Company,
covering the preceding calendar year, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions,
covenants and conditions of this Indenture, and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge. For the purpose of this Section 10.05, compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

                                       55
<PAGE>

         Section 10.06.    Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 10.04, with respect to the Securities
of any series if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

         Section 11.01.    Applicability of This Article.

         Redemption of Securities (whether by operation of a sinking fund or
otherwise) as permitted or required by any form of Security issued pursuant to
this Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of Security
shall conflict with any provision of this Article, the provision of such form of
Security shall govern. Except as otherwise set forth in the form of Security for
such series, each Security shall be subject to partial redemption only in the
amount of $1,000 or integral multiples of $1,000.

         Section 11.02.    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 date fixed for
redemption (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee (by Company Request) of such date and of the principal amount
of Securities of that series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities, the Company shall furnish the Trustee
with an Officers' Certificate and an Opinion of Counsel evidencing compliance
with such restriction.

         Section 11.03.    Selection of Securities To Be Redeemed.

         If less than all the Securities of a particular series and having the
same terms are to be redeemed, the Trustee shall select, not more than 60 days
prior to the date fixed for redemption, in such manner as in its sole discretion
it shall deem appropriate and fair, the Securities or portions thereof of such
series to be redeemed. The Trustee shall promptly notify the Company in writing
of the Securities selected for partial redemption and 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. If the

                                       56
<PAGE>

Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

         Section 11.04.    Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the 30th day, and not earlier than the 60th day,
prior to the date fixed for redemption, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register. With respect to Securities of each series to be redeemed, each notice
of redemption shall identify the Securities to be redeemed (including CUSIP
number(s), if any) and shall state:

                  (a)      the date fixed for redemption for Securities of such
series;

                  (b)      the redemption price at which Securities of such
series are to be redeemed;

                  (c)      if less than all Outstanding Securities of such
particular series and having the same terms are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the particular Securities to be redeemed;

                  (d)      that on the date fixed for redemption, the redemption
price at which such Securities are to be redeemed will become due and payable
upon each such Security or portion thereof, and that interest thereon, if any,
shall cease to accrue on and after said date;

                  (e)      the place or places where such Securities are to be
surrendered for payment of the redemption price at which such Securities are to
be redeemed; and

                  (f)      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 written request, by the
Trustee in the name and at the expense of the Company. The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, a failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

         Section 11.05.    Deposit of Redemption Price.

         Prior to the redemption date specified in the notice of redemption
given as provided in Section 11.04, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities so called for redemption at the applicable
redemption price.

                                       57
<PAGE>

         Section 11.06.    Payment of Securities Called for Redemption.

         If any notice of redemption has been given as provided in Section
11.04, the Securities or portion of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable redemption price. On presentation
and surrender of such Securities at a place of payment in said notice specified,
the said securities or the specified portions thereof shall be paid and redeemed
by the Company at the applicable redemption price. Upon presentation of any
Security redeemed in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unredeemed portion of the Security so
presented and having the same Original Issue Date, Stated Maturity and terms. If
a Global Security is so surrendered, such new Security will also be a new Global
Security.

                                   ARTICLE XII
                                  SINKING FUNDS

         Section 12.01.    Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.01 for such Securities. The minimum amount of any
sinking fund payment provided for by the terms of any Securities of any series
is herein referred to as a "mandatory sinking fund payment", and any sinking
fund payment in excess of such minimum amount which is permitted to be made by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the term of any Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of such
Securities.

         Section 12.02.    Satisfaction of Sinking Fund Payments with
Securities.

         In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 30 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in

                                       58
<PAGE>

the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 12.03.    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
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.01) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 12.02 and will also deliver to the
Trustee any Securities to be so delivered. 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 succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
Certificate (or, as required by this Indenture and the Securities specified in
such Certificate), the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 12.02 and without the right to make the
optional sinking fund payment with respect to such series at such time.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the redemption price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.03) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 12.03. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 10.03) on the last sinking fund payment
date with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 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 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 11.06.

                                       59
<PAGE>

On or before each sinking fund payment date, the Company shall pay to the
Trustee (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 10.03) in cash a sum in the
currency in which Securities of such series are payable (except as provided
pursuant to Section 3.01) equal to the principal and any interest accrued to the
redemption date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 12.03.

         Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XII. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of the
Securities of such series; provided, however, that in case such default or Event
of Default shall have been cured or waived herein, such moneys shall thereafter
be applied on the next sinking fund payment date for the Securities of such
series on which such moneys may be applied pursuant to the provisions of this
Section 12.03.

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<PAGE>

                                  ARTICLE XIII

                                 SUBORDINATION

      Section 13.01. Securities Subordinate to Senior Indebtedness.

      The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article IV), the Indebtedness represented by the Securities and the payment of
the principal of (and premium, if any) and interest on each and all of the
Securities are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

      Section 13.02. Payment Over of Proceeds Upon Dissolution, Etc.

      In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Indebtedness
shall be entitled to receive payment in full of all amounts due or to become due
on or in respect of all Senior Indebtedness, or provision shall be made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Indebtedness, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of the Company subordinated to the payment of the Securities), on
account of principal of (or premium, if any) or interest on or other obligations
in respect of the Securities or on account of any purchase or other acquisition
of Securities by the Company or any Subsidiary of the Company (all such
payments, distributions, purchases and acquisitions herein referred to,
individually and collectively, as a "Securities Payment"), and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to
the payment thereof, any Securities Payment which may be payable or deliverable
in respect of the Securities in any such Proceeding.

      In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Indebtedness is paid in full or payment
thereof has been provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, and if such fact
shall, at or prior to the time of such Securities Payment, have been made known
to the Trustee by delivery to the Trustee of any notice set forth in Section
13.09 or, as the case may be, such Holder, then and in such event such
Securities


                                       61
<PAGE>
Payment shall be paid over or delivered forthwith by the Trustee (if any notice
set forth in Section 13.09 has been delivered to the Trustee) or by the Holder
to the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or distribution of assets of the
Company for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all Senior Indebtedness in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness. Any taxes that have been withheld or deducted from any
Securities Payment, or any taxes that ought to have been withheld or deducted
from any such Securities Payment that have been remitted to the relevant taxing
authority, shall not be considered to be an amount that the Trustee or the
Holder of any Security receives for purposes of this Section.

      For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include a payment or distribution of stock or securities of the
Company provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Indebtedness to substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of all or substantially all of its properties and assets as an
entirety to another Person upon the terms and conditions set forth in Article
VIII shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article VIII.

      Section 13.03. No Payment When Senior Indebtedness in Default.

      In the event that any Senior Payment Default (as defined below) shall have
occurred and be continuing, then no Securities Payment shall be made unless and
until such Senior Payment Default shall have been cured or waived or shall have
ceased to exist or all amounts then due and payable in respect of Senior
Indebtedness shall have been paid in full, or provision shall have been made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness. "Senior Payment Default" means any
default in the payment of principal of (or premium, if any) or interest on any
Senior Indebtedness when due, whether at the maturity of any such payment
or by declaration of acceleration, call for redemption or otherwise. In the
event that any Senior Non-monetary Default (as defined below) shall have
occurred and be continuing, then, upon the receipt by the Company and the
Trustee of written notice of such Senior Non-monetary Default from a holder of
Senior Indebtedness or its representative, no Securities Payment shall be made
during the period (the "Payment Blockage Period") commencing on the date of such
receipt of such written notice and ending on the earlier of (i) the date on
which such Senior Non-monetary

                                       62
<PAGE>
Default shall have been cured or waived or shall have ceased to exist and any
acceleration of Senior Indebtedness shall have been rescinded or annulled or the
Senior Indebtedness to which such Senior Non-monetary Default relates shall have
been discharged or (ii) the 179th day after the date of such receipt of such
written notice. No more than one Payment Blockage Period may be commenced with
respect to the Securities during any 360-day period and there shall be a period
of at least 181 consecutive days in each 360-day period when no Payment Blockage
Period is in effect. For all purposes of this paragraph, no Senior Non-monetary
Default that was known to the holders of Senior Indebtedness to exist or be
continuing on the date of commencement of any Payment Blockage Period shall be,
or be made, the basis for the commencement of a subsequent Payment Blockage
Period by a holder of Senior Indebtedness or its representative unless such
Senior Non-monetary Default shall have been cured for a period of not less than
90 consecutive days. "Senior Non-monetary Default" means the occurrence or
existence and continuance of any event of default, or of any event which, after
notice or lapse of time (or both), would become an event of default, under the
terms of any instrument pursuant to which any Senior Indebtedness is
outstanding, permitting (after notice or lapse of time or both) one or more
holders of such Senior Indebtedness (or a trustee or agent on behalf of the
holders thereof) to declare such Senior Indebtedness due and payable prior to
the date on which it would otherwise become due and payable, other than a Senior
Payment Default.

      Section 13.04. Payment Permitted If No Default.

      Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time except during the
pendency of any Proceeding referred to in Section 13.02 or under the conditions
described in Section 13.03, from making Securities Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of such application by the Trustee, it had not received any
notice set forth in Section 13.09.

      Section 13.05. Subrogation to Rights of Holders of Senior Indebtedness.

      Subject to the payment in full of all amounts due or to become due on or
in respect of Senior Indebtedness, or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.

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      Section 13.06. Provisions Solely to Define Relative Rights.

      The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders on the one hand and the holders
of Senior Indebtedness on the other hand. Nothing contained in this Article or
else where in this Indenture or in the Securities is intended to or shall
(a)impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional (and which, subject to the rights under this
Article of the holders of Senior Indebtedness, is intended to rank equally with
all other general obligations of the Company), to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or (b) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) 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 of the holders
of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

      Section 13.07. Trustee to Effectuate Subordination.

      Each Holder of a Security 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 provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.

      Section 13.08. No Waiver of Subordination Provisions.

      No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any

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Person liable in any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.

      Section 13.09. Notice to Trustee.

      The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or its representative or from any
trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 6.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
5 Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (and premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within 5 Business Days prior
to such date.

      Subject to the provisions of Section 6.01, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Indebtedness (or
a trustee therefor). 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, 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, 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 13.10. Reliance on Judicial Order or Certificate of Liquidating
Agent.

      Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, 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 Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, 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 the Senior

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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.

      Section 13.11. Trustee Not Fiduciary for Holders of Senior Debt.

      The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and it undertakes to perform and observe only such of its
covenants and obligations with respect to the Senior Indebtedness as are
specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the Senior Indebtedness shall be read into this
Indenture against the Trustee and the Trustee shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.

      Section 13.12. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

      Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

      Section 13.13. Article Applicable to Paying Agents.

      In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires)be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that Section 13.12 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

      Section 13.14. Defeasance of this Article XIII.

      The subordination of the Securities provided by this Article XIII is
expressly made subject to the provisions for defeasance or covenant defeasance
in Article IV hereof and, anything herein to the contrary notwithstanding, upon
the effectiveness of any such defeasance or covenant defeasance, the Securities
then outstanding shall thereupon cease to be subordinated pursuant to this
Article XIII.

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                                  ARTICLE XIV
                                  MISCELLANEOUS

         Section 14.01.    Miscellaneous.

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


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

                                             WESTERN WIRELESS CORPORATION

                                             By:_______________________________
                                             Name:
                                             Title:

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