<PAGE>
                                                                     EXHIBIT 4.3

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

                              JLG INDUSTRIES, INC.

                                       AND

                         [_________________], AS TRUSTEE

                                    ---------

                                    Indenture

                          Dated as of [______________]

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

<PAGE>


                                      -i-

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
PARTIES.......................................................................1
RECITAL OF THE COMPANY........................................................1

                                   ARTICLE ONE

             Definitions and Other Provisions of General Application

   SECTION 101.  Definitions..................................................1
   SECTION 102.  Compliance Certificates and Opinions.........................7
   SECTION 103.  Form of Documents Delivered to Trustee.......................8
   SECTION 104.  Acts of Holders..............................................9
   SECTION 105.  Notices, etc. to Trustee and Company........................10
   SECTION 106.  Notice to Holders of Securities; Waiver.....................11
   SECTION 107.  Language of Notices.........................................12
   SECTION 108.  Conflict with Trust Indenture Act...........................12
   SECTION 109.  Effect of Headings and Table of Contents....................12
   SECTION 110.  Successors and Assigns......................................12
   SECTION 111.  Separability Clause.........................................12
   SECTION 112.  Benefits of Indenture.......................................12
   SECTION 113.  Governing Law...............................................13
   SECTION 114.  Legal Holidays..............................................13

                                   ARTICLE TWO

                                 Security Forms

   SECTION 201.  Forms Generally.............................................13
   SECTION 202.  Form of Legend for Global Security..........................14
   SECTION 203.  Form of Trustee's Certificate of Authentication.............14

                                  ARTICLE THREE

                                 The Securities

   SECTION 301.  Amount Unlimited; Issuable in Series........................14
   SECTION 302.  Denominations...............................................18
   SECTION 303.  Execution, Authentication, Delivery and Dating..............18
   SECTION 304.  Temporary Securities........................................21
   SECTION 305.  Registration, Registration of Transfer and Exchange.........21
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities............23
   SECTION 307.  Payment of Interest; Interest Rights Preserved..............24
   SECTION 308.  Persons Deemed Owners.......................................25
   SECTION 309.  Cancellation by Security Registrar..........................25
   SECTION 310.  Computation of Interest.....................................26
   SECTION 311.  Payment to Be in Proper Currency............................26
</TABLE>

Note: This table of contents shall not, for any purpose, be deemed to be part of
the Indenture.

<PAGE>

                                      -ii-


<TABLE>
   <S>           <C>                                                                 <C>
   SECTION 312.  Extension of Interest Payment.......................................26
   SECTION 313.  CUSIP and ISIN Numbers..............................................26

                                  ARTICLE FOUR

                            Redemption of Securities

   SECTION 401.  Applicability of Article............................................27
   SECTION 402.  Election to Redeem; Notice to Trustee...............................27
   SECTION 403.  Selection of Securities to Be Redeemed..............................27
   SECTION 404.  Notice of Redemption................................................28
   SECTION 405.  Securities Payable on Redemption Date...............................29
   SECTION 406.  Securities Redeemed in Part.........................................29

                                  ARTICLE FIVE

                                  Sinking Funds

   SECTION 501.  Applicability of Article............................................30
   SECTION 502.  Satisfaction of Sinking Fund Payments with Securities...............30
   SECTION 503.  Redemption of Securities for Sinking Fund...........................30

                                   ARTICLE SIX

                                    Covenants

   SECTION 601.  Payment of Principal, Premium and Interest..........................31
   SECTION 602.  Maintenance of Office or Agency.....................................31
   SECTION 603.  Money for Securities Payments to Be Held in Trust...................32
   SECTION 604.  Corporate Existence.................................................33
   SECTION 605.  Vacancy in the Office of Trustee....................................33
   SECTION 606.  Annual Officer's Certificate as to Compliance.......................33
   SECTION 607.  Waiver of Certain Covenants.........................................34
   SECTION 608.  Calculation of Original Issue Discount..............................34

                                  ARTICLE SEVEN


                     Defeasance, Satisfaction and Discharge

   SECTION 701.  Company's Option to Elect Legal Defeasance or Covenant Defeasance...34
   SECTION 702.  Legal Defeasance....................................................34
   SECTION 703.  Covenant Defeasance.................................................35
   SECTION 704.  Conditions to Legal Defeasance and Covenant Defeasance..............35
   SECTION 705.  Application of Trust Money..........................................37
   SECTION 706.  Reinstatement.......................................................38
   SECTION 707.  Satisfaction and Discharge of Indenture.............................38
</TABLE>

<PAGE>

                                     -iii-

<TABLE>
<S>           <C>                                                                                             <C>
                                                 ARTICLE EIGHT

                                         Events of Default; Remedies

SECTION 801.  Events of Default...............................................................................39
SECTION 802.  Acceleration of Maturity; Rescission and Annulment..............................................40
SECTION 803.  Collection of Indebtedness and Suits for Enforcement by Trustee.................................41
SECTION 804.  Trustee May File Proofs of Claim................................................................41
SECTION 805.  Trustee May Enforce Claims Without Possession of Securities.....................................42
SECTION 806.  Application of Money Collected..................................................................42
SECTION 807.  Limitation on Suits.............................................................................43
SECTION 808.  Unconditional Right of Holders to Receive Principal, Premium and Interest.......................43
SECTION 809.  Restoration of Rights and Remedies..............................................................43
SECTION 810.  Rights and Remedies Cumulative..................................................................44
SECTION 811.  Delay or Omission Not Waiver....................................................................44
SECTION 812.  Control by Holders of Securities................................................................44
SECTION 813.  Waiver of Past Defaults.........................................................................44
SECTION 814.  Undertaking for Costs...........................................................................45
SECTION 815.  Waiver of Stay or Extension Laws................................................................45

                                                  ARTICLE NINE

                                                  The Trustee

SECTION 901.  Certain Duties and Responsibilities.............................................................45
SECTION 902.  Notice of Defaults..............................................................................47
SECTION 903.  Certain Rights of Trustee.......................................................................47
SECTION 904.  Not Responsible for Recitals or Issuance of Securities..........................................48
SECTION 905.  May Hold Securities.............................................................................48
SECTION 906.  Money Held in Trust.............................................................................49
SECTION 907.  Compensation and Reimbursement..................................................................49
SECTION 908.  Disqualification; Conflicting Interests.........................................................50
SECTION 909.  Corporate Trustee Required; Eligibility.........................................................50
SECTION 910.  Resignation and Removal; Appointment of Successor...............................................51
SECTION 911.  Acceptance of Appointment by Successor..........................................................52
SECTION 912.  Merger, Conversion, Consolidation or Succession to Business.....................................54
SECTION 913.  Preferential Collection of Claims Against Company...............................................54
SECTION 914.  Co-trustees and Separate Trustees...............................................................54
SECTION 915.  Appointment of Authenticating Agent.............................................................55

                                                    ARTICLE TEN

                                 Holders' Lists and Reports by Trustee and Company

SECTION 1001.  Lists of Holders...............................................................................57
SECTION 1002.  Reports by Trustee and Company.................................................................58
</TABLE>

<PAGE>

                                      -iv-


<TABLE>
<S>            <C>                                                                                            <C>
                                                    ARTICLE ELEVEN

                              Consolidation, Merger, Conveyance or Other Transfer

SECTION 1101.  Company May Consolidate, etc., Only on Certain Terms...........................................58
SECTION 1102.  Successor Corporation Substituted..............................................................59

                                                    ARTICLE TWELVE

                                               Supplemental Indentures

SECTION 1201.  Supplemental Indentures Without Consent of Holders.............................................60
SECTION 1202.  Supplemental Indentures With Consent of Holders................................................61
SECTION 1203.  Execution of Supplemental Indentures...........................................................62
SECTION 1204.  Effect of Supplemental Indentures..............................................................63
SECTION 1205.  Conformity With Trust Indenture Act............................................................63
SECTION 1206.  Reference in Securities to Supplemental Indentures.............................................63
SECTION 1207.  Modification Without Supplemental Indenture....................................................63

                                                   ARTICLE THIRTEEN

                                                      Guarantees

                                                   ARTICLE FOURTEEN


       Immunity of Incorporators, Shareholders, Officers and Directors

SECTION 1401.  Liability Solely Corporate.....................................................................64
</TABLE>

<PAGE>

                              JLG INDUSTRIES, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                  AND INDENTURE, DATED AS OF [_______________]

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                                       INDENTURE SECTION
---------------------------                                                                       -----------------
<S>      <C>                                                                                      <C>
ss.310   (a)(1).................................................................................................909
         (a)(2).................................................................................................909
         (a)(3).................................................................................................914
         (a)(4)......................................................................................Not Applicable
         (b)....................................................................................................908
                                                                                                                910
ss.311   (a)....................................................................................................913
         (b)....................................................................................................913
         (c)....................................................................................................913
ss.312   (a)...................................................................................................1001
         (b)...................................................................................................1001
         (c)...................................................................................................1001
ss.313   (a)...................................................................................................1002
         (b)...................................................................................................1002
         (c)...................................................................................................1002
         (d)...................................................................................................1002
ss.314   (a)...................................................................................................1002
         (a)(4).................................................................................................606
         (b).........................................................................................Not Applicable
         (c)(1).................................................................................................102
         (c)(2).................................................................................................102
         (c)(3)......................................................................................Not Applicable
         (d).........................................................................................Not Applicable
         (e)....................................................................................................102
ss.315   (a)....................................................................................................901
                                                                                                                903
         (b)....................................................................................................902
         (c)....................................................................................................901
         (d)....................................................................................................901
         (e)....................................................................................................814
ss.316   (a)(1)(A)..............................................................................................802
                                                                                                                812
         (a)(1)(B)..............................................................................................813
         (a)(2)......................................................................................Not Applicable
         (b)....................................................................................................808
         (c)....................................................................................................104
ss.317   (a)(1).................................................................................................803
         (a)(2).................................................................................................804
         (b)....................................................................................................603
ss.318   (a)....................................................................................................108
</TABLE>

<PAGE>

                  INDENTURE, dated as of [_________________], between JLG
INDUSTRIES, INC., a corporation duly organized and existing under the laws of
the State of Pennsylvania, having its principal office at 1 JLG Drive,
McConnellsburg, Pennsylvania 17233 (herein called the "Company"), and
[________________], a [________________], having its principal corporate trust
office at [______________], as Trustee (herein called the "Trustee").

                             RECITAL OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness (herein called the "Securities"), in an
unlimited aggregate principal amount to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid
agreement of the Company have been performed.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

                  (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 terms used herein without definition 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 in the United States, and, except as otherwise
         herein expressly provided, the term "generally accepted accounting
         principles" with respect to any computation required or permitted
         hereunder shall mean such accounting principles as are generally
         accepted in the United States at the date of such computation or, at
         the election of the Company from time to time, at the date of the
         execution and delivery of this Indenture; provided, however, that in
         determining generally accepted accounting principles applicable to the
         Company, the Company shall, to the extent required, conform to any
         order, rule or regulation of any administrative agency, regulatory
         authority or other governmental body having jurisdiction over the
         Company; and

<PAGE>

                                      -2-


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

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

                  "ACT", when used with respect to any Holder of a Security, has
the meaning specified in Section 104.

                  "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 through one or
more intermediaries, 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 (other than the
Company or an Affiliate of the Company) authorized by the Trustee pursuant to
Section 915 to act on behalf of the Trustee to authenticate one or more series
of Securities or Tranche thereof.

                  "AUTHORIZED OFFICER" means the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, or any
other officer or agent of the Company duly authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or any committee thereof duly authorized to act in respect of
matters relating to this Indenture.

                  "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 and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

                  "BUSINESS DAY", when used with respect to a Place of Payment
or any other particular location specified in the Securities or this Indenture,
means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in such Place of Payment or other
location are generally authorized or required by law, regulation or executive
order to remain closed, except as may be otherwise specified as contemplated by
Section 301.

                  "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 date of execution and delivery of
this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, performing
such duties at such time.

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

<PAGE>

                                      -3-


                  "COMPANY REQUEST" or "COMPANY ORDER" means a written request
or order signed in the name of the Company by an Authorized Officer and
delivered to the Trustee.

                  "CORPORATE TRUST OFFICE" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
instrument is located at [_______].

                  "CORPORATION" means a corporation, association, company,
limited liability company, partnership, joint stock company or business trust.

                  "DEFAULTED INTEREST" has the meaning specified in Section 307.

                  "DEPOSITARY" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such series by the Company
pursuant to Section 301, which Person shall be a "clearing agency" registered
under the Exchange Act; and if at any time there is more than one such Person,
"Depositary", as used with respect to the Securities of any series, shall mean
the Depositary with respect to the Securities of such series.

                  "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 802.
"Interest" with respect to a Discount Security means interest, if any, borne by
such Security at a Stated Interest Rate.

                  "DOLLAR" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

                  "ELIGIBLE OBLIGATIONS" means:

                  (a) with respect to Securities denominated in Dollars,
         Government Obligations; or

                  (b) with respect to Securities denominated in a currency other
         than Dollars or in a composite currency, such other obligations or
         instruments as shall be specified with respect to such Securities, as
         contemplated by Section 301.

                  "EVENT OF DEFAULT" has the meaning specified in Section 801.

                  "EXCHANGE ACT" means, as of any time, the Securities Exchange
Act of 1934, or any successor statute, as in effect at such time.

                  "GUARANTEE" means the guarantee by any guarantor of the
obligations under this Indenture.

                  "GLOBAL SECURITY" means a Security bearing the legend
prescribed in Section 202 (or such legend as may be specified as contemplated by
Section 301 for such Securities)

<PAGE>

                                      -4-


evidencing all or part of a series of Securities, authenticated and delivered to
the Depositary for such series or to its nominee, and registered in the name of
such Depositary or nominee.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States or of any State or Territory thereof or of the District of Columbia or of
any county, municipality or other political subdivision of any of the foregoing,
or any department, agency, authority or other instrumentality of any of the
foregoing.

                  "GOVERNMENT OBLIGATIONS" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         and entitled to the benefit of the full faith and credit thereof; and

                  (b) certificates, depositary receipts or other instruments
         which evidence a direct ownership interest in obligations described in
         clause (a) above or in any specific interest or principal payments due
         in respect thereof; provided, however, that the custodian of such
         obligations or specific interest or principal payments shall be a bank
         or trust company (which may include the Trustee or any Paying Agent)
         subject to Federal, State or District of Columbia supervision or
         examination with a combined capital and surplus of at least
         $50,000,000; and provided, further, that except as may be otherwise
         required by law, such custodian shall be obligated to pay to the
         holders of such certificates, depositary receipts or other instruments
         the full amount received by such custodian in respect of such
         obligations or specific payments and shall not be permitted to make any
         deduction therefrom.

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

                  "INDENTURE" means this instrument as originally executed and
delivered and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of a particular series of
Securities established as contemplated by Section 301.

                  "INTEREST PAYMENT DATE", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "MATURITY", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as provided in such Security or in this Indenture,
whether at the Stated Maturity, by declaration of acceleration, upon call for
redemption or otherwise.

                  "OFFICER'S CERTIFICATE" means a certificate signed by an
Authorized Officer and delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be an employee of the Company, or other counsel acceptable to the Trustee.

<PAGE>

                                      -5-


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

                  (a) Securities theretofore canceled or delivered to the
         Security Registrar for cancellation;

                  (b) Securities deemed to have been paid in accordance with
         Section 702; and

                  (c) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof reasonably satisfactory to it and the Company that
         such Securities are held by a bona fide purchaser or purchasers in
         whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,

                           (x) Securities owned by the Company or any other
                  obligor upon the Securities or any Affiliate of the Company or
                  of such other obligor (unless the Company, such Affiliate or
                  such obligor owns all Securities Outstanding under this
                  Indenture, or (except for the purposes of actions to be taken
                  by Holders of (i) more than one series voting as a class under
                  Section 812 or (ii) more than one series or more than one
                  Tranche, as the case may be, voting as a class under Section
                  1202) all Outstanding Securities of each such series and each
                  such Tranche, as the case may be, determined without regard to
                  this clause (x)) 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 or upon
                  any such determination as to the presence of a quorum, only
                  Securities which a Responsible Officer of the Trustee actually
                  knows to be so owned shall be so disregarded; provided,
                  however, that Securities so owned which have been pledged in
                  good faith may be regarded as Outstanding if the pledgee
                  establishes to the satisfaction of the Trustee the pledgee's
                  right so to act with respect to such Securities and that the
                  pledgee is not the Company or any other obligor upon the
                  Securities or any Affiliate of the Company or of such other
                  obligor; and

                           (y) the principal amount of a Discount Security that
                  shall be deemed to be Outstanding for such purposes shall be
                  the amount of the principal thereof that would be due and
                  payable as of the date of such determination upon a
                  declaration of acceleration of the Maturity thereof pursuant
                  to Section 802;

provided, further, that, in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount
of such Security that shall be

<PAGE>

                                      -6-


deemed to be Outstanding at any time for all purposes of this Indenture shall be
the original principal amount thereof less the aggregate amount of principal
thereof theretofore paid.

                  "PAYING AGENT" means any Person, including the Company,
authorized by the Company to pay the principal of, and premium, if any, or
interest, if any, on any Securities on behalf of the Company.

                  "PERIODIC OFFERING" means an offering of Securities of a
series from time to time any or all of the specific terms of which Securities,
including without limitation the rate or rates of interest, if any, thereon, the
Stated Maturity or Maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

                  "PERSON" means any individual, corporation, joint venture,
trust or unincorporated organization or any Governmental Authority.

                  "PLACE OF PAYMENT", when used with respect to the Securities
of any series, or any Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 602, principal of and
premium, if any, and interest, if any, on the Securities of such series or
Tranche are payable.

                  "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 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed (to the
extent lawful) to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

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

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

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

                  "REQUIRED CURRENCY" has the meaning specified in Section 311.

                  "RESPONSIBLE OFFICER", when used with respect to the Trustee,
means any officer in the Corporate Trust Office of the Trustee or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

                  "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any securities authenticated and
delivered under this Indenture.

<PAGE>

                                      -7-


                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in Section 305.

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by the Trustee
pursuant to Section 307.

                  "STATED INTEREST RATE" means a rate (whether fixed or
variable) at which an obligation by its terms is stated to bear simple interest.
Any calculation or other determination to be made under this Indenture by
reference to the Stated Interest Rate on a Security shall be made without regard
to the effective interest cost to the Company of such Security and without
regard to the Stated Interest Rate on, or the effective cost to the Company of,
any other indebtedness in respect of which the Company's obligations are
evidenced or secured in whole or in part by such Security.

                  "STATED MATURITY", when used with respect to any obligation or
any installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or
interest is stated to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).

                  "SUBSIDIARY" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock that ordinarily has voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency.

                  "TRANCHE" means a group of Securities which (a) are of the
same series and (b) have identical terms except as to date of issuance.

                  "TRUST INDENTURE ACT" means, as of any time, the Trust
Indenture Act of 1939, or any successor statute, as in effect at such time.

                  "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
with respect to one or more series of Securities 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.

                  "UNITED STATES" means the United States of America, its
Territories, its possessions and other areas subject to its political
jurisdiction.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Except as otherwise expressly provided in this Indenture, upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee an Officer's Certificate stating that in the
opinion of the Authorized Officer executing such Officer's Certificate all

<PAGE>

                                      -8-


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

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

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

                  (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 Person, such
         Person has made such examination or investigation as is necessary to
         enable such Person 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
         Person, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer's certificate or opinion are
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.

<PAGE>
                                      -9-

                  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.

                  Whenever, subsequent to the receipt by the Trustee of any
Board Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.

SECTION 104. ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
         consent, election, waiver or other action provided by this Indenture to
         be made, given 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. Except as
         herein otherwise expressly provided, such action shall become effective
         when such instrument or instruments 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 this Indenture and (subject to Section
         901) conclusive in favor of the Trustee and the Company, if made in the
         manner provided in this Section. Without limiting the generality of the
         foregoing, a Holder, including a Depositary that is a Holder of a
         Global Security, may make, give or take, by a proxy or proxies, duly
         appointed in writing, any request, demand, authorization, direction,
         notice, consent, waiver or other Act provided or permitted in this
         Indenture to be made, given or taken by Holders, and a Depositary that
         is a Holder of a Global Security may provide its proxy or proxies to
         the beneficial owners of interest in any such Global Security.

                  (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 a certificate of a 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 the

<PAGE>

                                      -10-


         execution thereof or may be proved in any other manner which the
         Trustee and the Company deem sufficient. Where such execution is by a
         signer acting in a capacity other than his individual capacity, such
         certificate or affidavit shall also constitute sufficient proof of his
         authority.

                  (c) The principal amount (except as otherwise contemplated in
         clause (y) of the first proviso to the definition of Outstanding) and
         serial numbers of Securities held by any Person, and the date of
         holding the same, shall be proved by the Security Register.

                  (d) Any request, demand, authorization, direction, notice,
         consent, election, waiver or other Act of a Holder shall bind every
         future Holder of the same Security and the Holder of every Security
         issued upon the registration of transfer thereof or in exchange
         therefor or in lieu thereof in respect of anything done, omitted 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.

                  (e) Until such time as written instruments shall have been
         delivered to the Trustee with respect to the requisite percentage of
         principal amount of Securities for the action contemplated by such
         instruments, any such instrument executed and delivered by or on behalf
         of a Holder may be revoked with respect to any or all of such
         Securities by written notice by such Holder or any subsequent Holder,
         proven in the manner in which such instrument was proven.

                  (f) Securities of any series, or any Tranche thereof,
         authenticated and delivered after any Act of Holders may, and shall if
         required by the Trustee, bear a notation in form approved by the
         Trustee as to any action taken by such Act of Holders. If the Company
         shall so determine, new Securities of any series, or any Tranche
         thereof, so modified as to conform, in the opinion of the Trustee and
         the Company, to such action may be prepared and executed by the Company
         and authenticated and delivered by the Trustee in exchange for
         Outstanding Securities of such series or Tranche.

                  (g) If the Company shall solicit from Holders any request,
         demand, authorization, direction, notice, consent, waiver or other Act,
         the Company may, at its option, fix in advance a record date for the
         determination of Holders entitled to give such request, demand,
         authorization, direction, notice, consent, waiver or other Act, but the
         Company shall have no obligation to do so. If such a record date is
         fixed, such request, demand, authorization, direction, notice, consent,
         waiver or other Act may be given before or after such record date, but
         only the Holders of record at the close of business on the record date
         shall be deemed to be Holders for the purposes of determining whether
         Holders of the requisite proportion of the Outstanding Securities have
         authorized or agreed or consented to such request, demand,
         authorization, direction, notice, consent, waiver or other Act, and for
         that purpose the Outstanding Securities shall be computed as of the
         record date.

SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.

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

<PAGE>

                                      -11-


given or furnished to, or filed with, the Trustee by any Holder or by the
Company, or the Company by the Trustee or by any Holder, shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and delivered personally to an officer or other responsible employee of
the addressee at the applicable location set forth below or at such other
location as such party may from time to time designate by written notice, or
transmitted by facsimile transmission to the applicable telephone number set
forth below or to such other telephone number as such party may from time to
time designate by written notice, or transmitted by other direct written
electronic means to such electronic communications address as the parties hereto
shall from time to time designate by written notice, or transmitted by certified
or registered mail, charges prepaid, to the applicable address set forth below
or to such other address as either party hereto may from time to time designate
by written notice:

                  If to the Trustee, to:

                  [_______]
                  [_______]
                  Attention:        [_______]

                  Telephone:        [_______]
                  Facsimile:        [_______]

                  If to the Company, to:

                  JLG Industries, Inc.
                  1 JLG Drive
                  McConnellsburg, PA  17233
                  Attention: Executive Vice President and Chief Financial
                             Officer

                  Telephone:        (717) 485-5161
                  Facsimile:        (717) __________

Any communication contemplated herein shall be deemed to have been made, given,
furnished and filed if personally delivered, on the date of delivery, if
transmitted by facsimile transmission or other direct written electronic means,
on the date of receipt, and if transmitted by certified or registered mail, on
the date of receipt.

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

                  Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders 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 Security Register, not later
than the latest date, if any, and not earlier than the earliest date, if any,
prescribed for the giving of such notice. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given or
provided, whether or not such notice is received by the Holder.

<PAGE>

                                      -12-


                  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 to
Holders by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. 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.

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

SECTION 107. LANGUAGE OF NOTICES.

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language.

SECTION 108. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the provision of the Trust
Indenture Act shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of the Trust Indenture Act shall be deemed to apply to
this Indenture as so modified or to be excluded.

SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 110. SUCCESSORS AND ASSIGNS.

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

SECTION 111. SEPARABILITY CLAUSE.

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

SECTION 112. BENEFITS OF INDENTURE.

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

<PAGE>

                                      -13-


SECTION 113. GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY
CONFLICTS OR CHOICE OF LAW RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER
CONSTRUCTION OR INTERPRETATION OF THIS INDENTURE TO THE SUBSTANTIVE LAW OF
ANOTHER JURISDICTION.

SECTION 114. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities other than a provision in Securities of any series, or any Tranche
thereof, or in the Board Resolution or Officer's Certificate which establishes
the terms of the Securities of such series or Tranche, which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal and premium, if any, need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment, with the same force and effect, and in the same amount, as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the
case may be, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

                  The definitive Securities of each series shall be in
substantially the form or forms thereof established in the indenture
supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form or forms of
Securities of any series are established in a Board Resolution or in an
Officer's Certificate pursuant to a Board Resolution, such Board Resolution and
Officer's Certificate, if any, shall be delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

                  Unless otherwise specified as contemplated by Section 301 or
clause (g) of Section 1201, 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.

<PAGE>
                                      -14-


SECTION 202. FORM OF LEGEND FOR GLOBAL SECURITY.

                  Unless otherwise specified as contemplated by Section 301 for
the Securities evidenced thereby, any Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

                  "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary or a nominee thereof, and no such transfer may be registered, except
in the limited circumstances described in the Indenture. Every Security
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, this Security shall be a Global Security that is subject to the
foregoing, except in such limited circumstances."

SECTION 203. 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 of the series designated therein
referred to in the within-mentioned Indenture.



Dated:



                                       -----------------------------------------
                                       as Trustee



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

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

                  The Securities may be issued in one or more series. Securities
of any one series need not be issued at the same time and, unless specifically
provided otherwise, a series may be reopened, without the consent of the
Holders, from time to time for issuances of additional Securities. Subject to
the last paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a Board Resolution:

<PAGE>

                                      -15-


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

                  (b) any limit 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 such series pursuant to Section 304, 305, 306, 406
         or 1206 and except for any Securities which, pursuant to Section 303,
         are deemed never to have been authenticated and delivered hereunder);

                  (c) the Person or Persons (without specific identification) to
         whom interest on Securities of such series, or any Tranche thereof,
         shall be payable on any Interest Payment Date, if other than the
         Persons in whose names such Securities (or one or more Predecessor
         Securities) are registered at the close of business on the Regular
         Record Date for such interest;

                  (d) the date or dates on which the principal of the Securities
         of such series, or any Tranche thereof, is payable or any formula or
         other method or other means by which such date or dates shall be
         determined, by reference to an index or other fact or event
         ascertainable outside of this Indenture or otherwise (without regard to
         any provisions for redemption, prepayment, acceleration, purchase or
         extension);

                  (e) the rate or rates at which the Securities of such series,
         or any Tranche thereof, shall bear interest, if any (including the rate
         or rates at which overdue principal shall bear interest, if different
         from the rate or rates at which such Securities shall bear interest
         prior to Maturity, and, if applicable, the rate or rates at which
         overdue premium or interest shall bear interest, if any), or any
         formula or other method or other means by which such rate or rates
         shall be determined, by reference to an index or other fact or event
         ascertainable outside of this Indenture or otherwise; the date or dates
         from which such interest shall accrue; the Interest Payment Dates on
         which such interest shall be payable and the Regular Record Date, if
         any, for the interest payable on such Securities on any Interest
         Payment Date; the right of the Company, if any, to extend the interest
         payment periods and the duration of any such extension as contemplated
         by Section 312; and the basis of computation of interest, if other than
         as provided in Section 310;

                  (f) the place or places at which or methods by which (1) the
         principal of and premium, if any, and interest, if any, on Securities
         of such series, or any Tranche thereof, shall be payable, (2)
         registration of transfer of Securities of such series, or any Tranche
         thereof, may be effected, and (3) exchanges of Securities of such
         series, or any Tranche thereof, may be effected; the Security Registrar
         for such series or Tranche; and if such is the case, that the principal
         of such Securities shall be payable without presentment or surrender
         thereof;

                  (g) the period or periods within which, or the date or dates
         on which, the price or prices at which and the terms and conditions
         upon which the Securities of such series, or any Tranche thereof, may
         be redeemed, in whole or in part, at the option of the Company and any
         restrictions on such redemptions, including but not limited to a
         restriction on a

<PAGE>

                                      -16-


         partial redemption by the Company of the Securities of any series, or
         any Tranche thereof, resulting in delisting of such Securities from any
         national exchange;

                  (h) the obligation or obligations, if any, of the Company to
         redeem or purchase the Securities of such series, or any Tranche
         thereof, pursuant to any sinking fund or other mandatory redemption
         provisions or at the option of a Holder thereof and the period or
         periods within which, or the date or dates on which, the price or
         prices at which and the terms and conditions upon which such Securities
         shall be redeemed or purchased, in whole or in part, pursuant to such
         obligation, and applicable exceptions to the requirements of Section
         404 in the case of mandatory redemption or redemption at the option of
         the Holder;

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

                  (j) the currency or currencies, including composite
         currencies, in which payment of the principal of and premium, if any,
         and interest, if any, on the Securities of such series, or any Tranche
         thereof, shall be payable (if other than in Dollars), and the manner of
         determining the equivalent thereof in Dollars for purposes of the
         definition of "Outstanding" in Section 101;

                  (k) if the principal of or premium, if any, or interest, if
         any, on the Securities of such series, or any Tranche thereof, are to
         be payable, at the election of the Company or a Holder thereof, in a
         coin or currency other than that in which the Securities are stated to
         be payable, the period or periods within which and the terms and
         conditions upon which, such election may be made;

                  (l) if the principal of or premium, if any, or interest, if
         any, on the Securities of such series, or any Tranche thereof, are to
         be payable, or are to be payable at the election of the Company or a
         Holder thereof, in securities or other property, the type and amount of
         such securities or other property, or the formula or other method or
         other means by which such amount shall be determined, and the period or
         periods within which, and the terms and conditions upon which, any such
         election may be made;

                  (m) if the amount payable in respect of principal of or
         premium, if any, or interest, if any, on the Securities of such series,
         or any Tranche thereof, may be determined with reference to an index,
         formula or other fact or event ascertainable outside of this Indenture,
         the manner in which such amounts shall be determined to the extent not
         established pursuant to clause (e) of this paragraph;

                  (n) if other than the principal amount thereof, the portion of
         the principal amount of Securities of such series, or any Tranche
         thereof, which shall be payable upon declaration of acceleration of the
         Maturity thereof pursuant to Section 802;

                  (o) any Events of Default, in addition to those specified in
         Section 801, with respect to the Securities of such series, and any
         covenants of the Company for the benefit of the Holders of the
         Securities of such series, or any Tranche thereof, in addition to those
         set forth in Article Six;

<PAGE>

                                      -17-


                  (p) the terms, if any, pursuant to which the Securities of
         such series, or any Tranche thereof, may be converted into or exchanged
         for shares of capital stock or other securities of the Company or any
         other Person;

                  (q) the obligations or instruments, if any, which shall be
         considered to be Eligible Obligations in respect of the Securities of
         such series, or any Tranche thereof, denominated in a currency other
         than Dollars or in a composite currency;

                  (r) whether the Securities of the series shall be issuable in
         whole or in part in the form of one or more Global Securities and, in
         such case, the Depositary or Depositaries for such Global Security or
         Global Securities, and any circumstances, other than those set forth in
         the last paragraph of Section 305, in which any such Global Security
         may be transferred to, and registered and exchanged for Securities
         registered in the name of, a Person other than the Depositary for such
         Global Security or a nominee thereof and in which any such transfer may
         be registered;

                  (s) if the Securities of such series, or any Tranche thereof,
         are to be issuable as bearer securities, any and all matters incidental
         thereto which are not specifically addressed in a supplemental
         indenture as contemplated by clause (g) of Section 1201;

                  (t) to the extent not established pursuant to clause (r) of
         this paragraph, any limitations on the rights of the Holders of the
         Securities of such Series, or any Tranche thereof, to transfer or
         exchange such Securities or to obtain the registration of transfer
         thereof; and if a service charge will be made for the registration of
         transfer or exchange of Securities of such series, or any Tranche
         thereof, the amount or terms thereof;

                  (u) any exceptions to Section 114, or variation in the
         definition of Business Day, with respect to the Securities of such
         series, or any Tranche thereof;

                  (v) any collateral security, assurance or guarantee for the
         Securities of such series, including without limitation whether the
         Securities of such series shall have the benefits of any Guarantee and,
         if so, the identity of the guarantor or guarantors and the terms and
         provisions applicable to any such Guarantee;

                  (w) whether the Securities of such series rank as senior debt
         securities, senior subordinated debt securities, subordinated debt
         securities, or any combination thereof, and the subordination
         provisions, if any, applicable thereto;

                  (x) any non-applicability of Section 608 to the Securities of
         such series or any exceptions or modifications of Section 608 with
         respect to the Securities of such series;

                  (y) any rights or duties of another Person to assume the
         obligations of the Company with respect to the Securities of such
         series (whether as joint obligor, primary obligor, secondary obligor or
         substitute obligor) and any rights or duties to discharge and release
         any obligor with respect to the Securities of such series or the
         Indenture to the extent related to such series; and

<PAGE>

                                      -18-


                  (z) any other terms of the Securities of such series, or any
         Tranche thereof, not inconsistent with the provisions of this
         Indenture.

                  With respect to Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto, the Board Resolution or the
Officer's Certificate pursuant to a Board Resolution which establishes such
series, as the case may be, may provide general terms or parameters for
Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by clause (b) of Section 303.

SECTION 302. DENOMINATIONS.

                  Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, the Securities of
each series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, the Securities
shall be executed on behalf of the Company by an Authorized Officer and may have
the corporate seal of the Company affixed thereto or reproduced thereon attested
by any other Authorized Officer or by the Secretary or an Assistant Secretary of
the Company. The signature of any or all of these officers on the Securities may
be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at the time of execution Authorized Officers or the
Secretary or an Assistant Secretary 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.

                  The Trustee shall authenticate and deliver Securities of a
series, for original issue, at one time or from time to time in accordance with
the Company Order referred to below, upon receipt by the Trustee of:

                  (a) the instrument or instruments establishing the form or
         forms and terms of such series, as provided in Sections 201 and 301;

                  (b) a Company Order requesting the authentication and delivery
         of such Securities and, to the extent that the terms of such Securities
         shall not have been established in an indenture supplemental hereto or
         in a Board Resolution, or in an Officer's Certificate pursuant to a
         Board Resolution, all as contemplated by Sections 201 and 301, either
         (i) establishing such terms or (ii) in the case of Securities of a
         series subject to a Periodic Offering, specifying procedures,
         acceptable to the Trustee, by which such terms are to be established
         (which procedures may provide, to the extent acceptable to the Trustee,
         for authentication and delivery pursuant to oral or electronic
         instructions from the Company or any agent or agents thereof, which
         oral instructions are to be promptly

<PAGE>

                                      -19-


         confirmed electronically or in writing), in either case in accordance
         with the instrument or instruments delivered pursuant to clause (a)
         above;

                  (c) the Securities of such series, executed on behalf of the
         Company by an Authorized Officer;

                  (d) an Opinion of Counsel to the effect that:

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

                           (ii)     the terms of such Securities have been duly
                                    authorized by the Company and have been
                                    established in conformity with the
                                    provisions of this Indenture;

                           (iii)    that all consents or approvals of the
                                    Commission (or any successor agency) and of
                                    any other Federal or State regulatory agency
                                    required in connection with the Company's
                                    execution and delivery of such Securities
                                    have been obtained and are in full force and
                                    effect (except that no statement need be
                                    made with respect to State securities laws);
                                    and

                           (iv)     such Securities, when authenticated and
                                    delivered by the Trustee and issued and
                                    delivered by the Company in the manner and
                                    subject to any conditions specified in such
                                    Opinion of Counsel, will have been duly
                                    issued under this Indenture and will
                                    constitute valid and legally binding
                                    obligations of the Company, entitled to the
                                    benefits provided by this Indenture, and
                                    enforceable in accordance with their terms,
                                    subject, as to enforcement, to laws relating
                                    to or affecting generally the enforcement of
                                    creditors' rights, including, without
                                    limitation, bankruptcy and insolvency laws,
                                    and to general principles of equity
                                    (regardless of whether such enforceability
                                    is considered in a proceeding in equity or
                                    at law);

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Securities (provided that such Opinion of Counsel addresses the authentication
and delivery of all Securities of such series) and that in lieu of the opinions
described in clauses (ii) and (iv) above Counsel may opine that:

                           (x) when the terms of such Securities shall have been
                  established pursuant to a Company Order or Orders or pursuant
                  to such procedures (acceptable to the Trustee) as may be
                  specified from time to time by a Company Order or Orders, all
                  as contemplated by and in accordance with the instrument or
                  instruments delivered pursuant to clause (a) above, such terms
                  will have been duly authorized

<PAGE>

                                      -20-


                  by the Company and will have been established in conformity
                  with the provisions of this Indenture; and

                           (y) such Securities, when authenticated and delivered
                  by the Trustee in accordance with this Indenture and the
                  Company Order or Orders or specified procedures referred to in
                  paragraph (x) above and issued and delivered by the Company in
                  the manner and subject to any conditions specified in such
                  Opinion of Counsel, will have been duly issued under this
                  Indenture and will constitute valid and legally binding
                  obligations of the Company, entitled to the benefits provided
                  by the Indenture, and enforceable in accordance with their
                  terms, subject, as to enforcement, to laws relating to or
                  affecting generally the enforcement of creditors' rights,
                  including, without limitation, bankruptcy and insolvency laws,
                  and to general principles of equity (regardless of whether
                  such enforceability is considered in a proceeding in equity or
                  at law).

                  With respect to Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form, terms thereof and the legality,
validity, binding effect and enforceability thereof, and compliance of the
authentication and delivery thereof with the terms and conditions of this
Indenture, upon the Opinion of Counsel and other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, at or prior to the time of
the first authentication of Securities of such series unless and until such
opinion or other documents have been superseded or revoked or expire by their
terms. In connection with the authentication and delivery of Securities of a
series subject to a Periodic Offering, the Trustee shall be entitled to assume
that the Company's instructions to authenticate and deliver such Securities do
not violate any applicable law or any applicable rule, regulation or order of
any Governmental Authority having jurisdiction over the Company.

                  If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or adversely affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

                  If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section 303 and the Company Order with respect to
such series, authenticate and deliver one or more Global Securities in permanent
form that (a) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Global Security or Securities, (b) shall be registered in
the name of the Depositary for such Global Security or Securities or the nominee
of such Depositary, and (c) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary's instruction.

<PAGE>

                                      -21-


                  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, each Security shall
be dated the date of its authentication.

                  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, 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 or an Authenticating Agent
by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder to the Company, or any Person acting on its behalf, but
shall never have been issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309
together with a written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

SECTION 304. TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities of any
series, or any Tranche thereof, 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
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, 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; provided,
however, that temporary Securities need not recite specific redemption, sinking
fund, conversion or exchange provisions.

                  Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, after the
preparation of definitive Securities of such series or Tranche, the temporary
Securities of such series or Tranche shall be exchangeable, without charge to
the Holder thereof, for definitive Securities of such series or Tranche upon
surrender of such temporary Securities at the office or agency of the Company
maintained pursuant to Section 602 in a Place of Payment for such Securities.
Upon such surrender of temporary Securities for such exchange, the Company
shall, except as aforesaid, execute and the Trustee shall authenticate and
deliver in exchange therefor definitive Securities of the same series and
Tranche of authorized denominations and of like tenor and aggregate principal
amount.

                  Until exchanged in full as hereinabove provided, temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and Tranche and of like
tenor authenticated and delivered hereunder.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

<PAGE>

                                      -22-


                  The Company shall cause to be kept in each office designated
pursuant to Section 602, with respect to the Securities of each series, a
register (all registers kept in accordance with this Section being collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series, or any Tranche thereof, and the registration of
transfer thereof. The Company shall designate one Person to maintain the
Security Register for the Securities of each series on a consolidated basis, and
such Person is referred to herein, with respect to such series, as the "Security
Registrar." Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices as an office in which a register with
respect to the Securities of one or more series shall be maintained, and the
Company may designate itself the Security Registrar with respect to one or more
of such series. The Security Register shall be open for inspection by the
Trustee and the Company at all reasonable times.

                  Except as otherwise specified as contemplated by Section 301
with respect to the Securities of any series, or any Tranche thereof, upon
surrender for registration of transfer of any Security of such series or Tranche
at the office or agency of the Company maintained pursuant to Section 602 in a
Place of Payment for such series or Tranche, 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 and Tranche, of
authorized denominations and of like tenor and aggregate principal amount. The
Securities shall be transferable only upon the surrender of a Security for
registration of transfer.

                  Except as otherwise specified as contemplated by Section 301
with respect to the Securities of any series, or any Tranche thereof, any
Security of such series or Tranche may be exchanged at the option of the Holder,
for one or more new Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at any 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 delivered upon any registration of transfer or
exchange of Securities shall be valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

                  Unless otherwise specified as contemplated by Section 301 with
respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection

<PAGE>

                                      -23-


with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 406 or 1206 not involving any transfer.

                  The Company shall not be required to execute or to provide for
the registration of transfer of or the exchange of (a) Securities of any series,
or any Tranche thereof, during a period of 15 days immediately preceding the
date notice is to be mailed identifying the Securities of such series or Tranche
called for redemption or (b) any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

                  Notwithstanding the foregoing and except as otherwise
specified as contemplated by Section 301, no Global Security shall be
exchangeable pursuant to this Section 305 or Sections 304, 406 or 1206 for
Securities registered in the name of, and no transfer of a Global Security of
any series may be registered to, any Person other than the Depositary for such
Security or its nominee, unless (a) such Depositary (i) notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or (ii) ceases to be a "clearing agency" registered under the Exchange
Act, and the Company within 90 days after it receives such notice or becomes
aware of such ineligibility does not appoint a successor Depositary, (b) the
Company executes and delivers to the Trustee a Company Order that such Global
Security shall be so exchangeable and the transfer thereof so registerable, or
(c) there shall have occurred and be continuing an Event of Default, or an event
which with notice or lapse of time or both would become an Event of Default,
with respect to the Securities evidenced by such Global Security. Upon the
occurrence in respect of any Global Security of any series of any one or more of
the conditions specified in clause (a), (b) or (c) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 301 for
such series, such Global Security shall be exchanged for Securities registered
in the names of, and the transfer of such Global Security shall be registered
to, such Persons (including Persons other than the Depositary with respect to
such series and its nominees) as such Depositary shall direct. Notwithstanding
any other provision of this Indenture, any Security authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, any Global
Security shall also be a Global Security and shall bear the legend specified in
Section 202, except for any Security authenticated and delivered in exchange
for, or upon registration of transfer of, a Global Security pursuant to the
preceding sentence.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Security and (b) such security or indemnity as may be reasonably
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
is held by a Person purporting to be the owner of such Security, the Company
shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or

<PAGE>

                                      -24-


stolen Security, a new Security of the same series and Tranche, and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

                  Notwithstanding the foregoing, 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
reasonable expenses (including the fees and expenses of the Trustee) connected
therewith.

                  Every new Security of any series 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
other than the Holder of such new Security, and any such new Security shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of such series 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 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, interest on any
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.

                  Subject to Section 312, any interest on any Security of any
series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the related 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
         (or their respective Predecessor Securities) are registered at the
         close of business on a date (herein called a "Special Record Date") for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         of such series and the date of the proposed payment, and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit on or prior to the date of the proposed
         payment, such money when deposited to be held in trust for the benefit
         of the Persons entitled to such Defaulted Interest as in this clause
         provided.

<PAGE>

                                      -25-


         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 promptly 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 Securities of such series at the
         address of such Holder as it appears in the Security Register, not less
         than 10 days prior to such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been so mailed, such Defaulted Interest shall be paid to the
         Persons in whose names the Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on such Special Record Date.

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

                  Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue in the future, which were
carried by such other Security.

SECTION 308. PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
premium, if any, and (subject to Sections 305 and 307) interest, if any, 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.

SECTION 309. CANCELLATION BY SECURITY REGISTRAR.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Security Registrar, be delivered to the Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Security Registrar. The
Company may at any time deliver to the Security Registrar for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever or which the Company shall not have
issued and sold, and all Securities so delivered shall be promptly canceled by
the Security Registrar. 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 held by the
Security

<PAGE>

                                      -26-


Registrar shall be disposed of in accordance with the customary practices of the
Security Registrar at the time in effect, and the Security Registrar shall not
be required to destroy any such certificates. The Security Registrar shall
promptly deliver a certificate of disposition to the Trustee and the Company
unless, by a Company Order, similarly delivered, the Company shall direct that
canceled Securities be returned to it. The Security Registrar shall promptly
deliver evidence of any cancellation of a Security in accordance with this
Section 309 to the Trustee (if the Security Registrar is not then the Trustee)
and the Company.

SECTION 310. COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, or any Tranche thereof, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months and for any period shorter than a full month, on the basis
of the actual number of days elapsed in such period.

SECTION 311. PAYMENT TO BE IN PROPER CURRENCY.

                  In the case of the Securities of any series, or any Tranche
thereof, denominated in any currency other than Dollars or in a composite
currency (the "Required Currency"), except as otherwise specified with respect
to such Securities as contemplated by Section 301, the obligation of the Company
to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If
any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct.

SECTION 312. EXTENSION OF INTEREST PAYMENT.

                  The Company shall have the right at any time, so long as the
Company is not in default in the payment of interest on the Securities of any
series hereunder, to extend interest payment periods on all Securities of one or
more series, if so specified as contemplated by Section 301 with respect to such
Securities and upon such terms as may be specified as contemplated by Section
301 with respect to such Securities.

SECTION 313. CUSIP AND ISIN NUMBERS.

                  The Company in issuing the Securities may use "CUSIP" or
"ISIN" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" or "ISIN" 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 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

<PAGE>

                                      -27-


by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee of any change in the "CUSIP" or "ISIN" numbers

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401. APPLICABILITY OF ARTICLE.

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

SECTION 402. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or an Officer's Certificate. The Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of such Securities
to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.

SECTION 403. SELECTION OF SECURITIES TO BE REDEEMED.

                  If less than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the particular Securities to be redeemed shall be
selected by the Trustee from the Outstanding Securities of such series or
Tranche not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of such series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
such series or Tranche; provided, however, that if, as indicated in an Officer's
Certificate, the Company shall have offered to purchase all or any principal
amount of the Securities then Outstanding of any series, or any Tranche thereof,
and less than all of such Securities as to which such offer was made shall have
been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

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

<PAGE>

                                      -28-


                  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 Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

SECTION 404. NOTICE OF REDEMPTION.

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

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, all notices of redemption shall identify the
Securities to be redeemed (including CUSIP numbers) and shall state:

                  (a) the Redemption Date,

                  (b) the Redemption Price (if known),

                  (c) if less than all the Securities of any series or Tranche
         are to be redeemed, the identification of the particular Securities to
         be redeemed and the portion of the principal amount of any Security to
         be redeemed in part,

                  (d) that on the Redemption Date the Redemption Price, together
         with accrued interest, if any, to the Redemption Date, will become due
         and payable upon each such Security to be redeemed and, if applicable,
         that interest thereon will 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 and accrued interest,
         if any, unless it shall have been specified as contemplated by Section
         301 with respect to such Securities that such surrender shall not be
         required,

                  (f) that the redemption is for a sinking or other fund, if
         such is the case, and

                  (g) such other matters as the Company shall deem desirable or
         appropriate.

                  Unless otherwise specified with respect to any Securities in
accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such
notice, such Securities shall be deemed to have been paid in accordance with
Section 702, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, on such Securities and that if
such money shall not have been so received such notice shall be of no force or
effect and the Company shall not be required to redeem such Securities. In the
event that such notice of redemption contains such a condition and such money is
not so received, the redemption shall not be made and within a reasonable time
thereafter

<PAGE>

                                      -29-


notice shall be given, in the manner in which the notice of redemption was
given, that such money was not so received and such redemption was not required
to be made, and the Paying Agent or Agents for the Securities otherwise to have
been redeemed shall promptly return to the Holders thereof any of such
Securities which had been surrendered for payment upon such redemption.

                  Notice of redemption of Securities to be redeemed at the
election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, at the Company's
request, by the Security Registrar in the name and at the expense of the
Company. Notice of mandatory redemption of Securities shall be given by the
Security Registrar in the name and at the expense of the Company.

SECTION 405. SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with such notice, such Security or portion thereof shall be paid
by the Company at the Redemption Price, together with accrued interest, if any,
to the Redemption Date; provided, however, that no such surrender shall be a
condition to such payment if so specified as contemplated by Section 301 with
respect to such Security; and provided, further, that except as otherwise
specified as contemplated by Section 301 with respect to such Security, any
installment of interest on any Security the Stated Maturity of which installment
is on or prior to the Redemption Date shall be payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close
of business on the related Regular Record Date according to the terms of such
Security and subject to the provisions of Section 307.

SECTION 406. SECURITIES REDEEMED IN PART.

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

                                  ARTICLE FIVE

                                  SINKING FUNDS

<PAGE>

                                      -30-


SECTION 501. APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of any series, or any Tranche
thereof, except as otherwise specified as contemplated by Section 301 for
Securities of such series or Tranche.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series, or any Tranche thereof, is herein
referred to as a "mandatory sinking fund payment", and any payment in excess of
such minimum amount provided for by the terms of Securities of any series, or
any Tranche thereof, is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 502. Each sinking fund payment shall be applied
to the redemption of Securities of the series or Tranche in respect of which it
was made as provided for by the terms of such Securities.

SECTION 502. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

                  The Company (a) may deliver to the Trustee Outstanding
Securities (other than any previously called for redemption) of a series or
Tranche in respect of which a mandatory sinking fund payment is to be made and
(b) may apply as a credit Securities of such series or Tranche which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of such mandatory sinking fund payment with respect to the
Securities of such series; provided, however, that no Securities shall be
applied in satisfaction of a mandatory sinking fund payment if such Securities
shall have been previously so applied. Securities so applied shall be received
and credited for such purpose by the Trustee at the Redemption Price specified
in such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 503. REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 45 days prior to each sinking fund payment date
for the Securities of any series, or any Tranche thereof, the Company shall
deliver to the Trustee an Officer's Certificate specifying:

                  (a) the amount of the next succeeding mandatory sinking fund
         payment for such series or Tranche;

                  (b) the amount, if any, of the optional sinking fund payment
         to be made together with such mandatory sinking fund payment;

                  (c) the aggregate sinking fund payment;

                  (d) the portion, if any, of such aggregate sinking fund
         payment which is to be satisfied by the payment of cash; and

<PAGE>

                                      -31-


                  (e) the portion, if any, of such aggregate sinking fund
         payment which is to be satisfied by delivering and crediting Securities
         of such series or Tranche pursuant to Section 502 and stating the basis
         for such credit and that such Securities have not previously been so
         credited, and the Company shall also deliver to the Trustee any
         Securities to be so delivered.

                  If the Company shall have not delivered such Officer's
Certificate and, to the extent applicable, all such Securities, the next
succeeding sinking fund payment for such series or Tranche shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 403 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 404. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 405
and 406.

                                   ARTICLE SIX

                                    COVENANTS

SECTION 601. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company shall pay the principal of and premium, if any,
and interest, if any, on the Securities of each series in accordance with the
terms of such Securities and this Indenture. Interest on Securities shall be
payable without presentment of such Securities, and only to the registered
Holders thereof determined as provided in Section 307. The Company shall have
the right to require a Holder, in connection with the payment of the principal
of and premium, if any, or interest on a Security, to present at the office or
agency of the Company at which such payment is made a certificate, in such form
as the Company may from time to time prescribe, to enable the Company to
determine its duties and liabilities with respect to any taxes, assessments or
governmental charges that it may be required to deduct or withhold therefrom
under any present or future law of the United States of America or of any State,
county, municipality or taxing or withholding authority therein, and the Company
shall be entitled to determine its duties and liabilities with respect to such
deduction or withholding on the basis of information contained in such
certificate or, if no such certificate shall be so presented, on the basis of
any presumption created by any such law, and shall be entitled to act in
accordance with such determination.

SECTION 602. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in each Place of Payment for the
Securities of each series, or any Tranche thereof, an office or agency where
payment of such Securities shall be made, where the registration of transfer or
exchange of such Securities may be effected and where notices and demands to or
upon the Company in respect of such Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of each such office or agency and prompt notice to
the Holders of any such change in the manner specified in Section 106. If at any
time the Company

<PAGE>

                                      -32-


shall fail to maintain any such required office or agency in respect of
Securities of any series, or any Tranche thereof, or shall fail to furnish the
Trustee with the address thereof, payment of such Securities shall be made,
registration of transfer or exchange thereof may be effected and notices and
demands in respect thereof may be served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent for all such
purposes in any such event.

                  The Company may also from time to time designate one or more
other offices or agencies with respect to the Securities of one or more series,
or any Tranche thereof, for any or all of the foregoing purposes and may from
time to time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of such series or Tranche, no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
for such purposes in each Place of Payment for such Securities in accordance
with the requirements set forth above. The Company shall give prompt written
notice to the Trustee, and prompt notice to the Holders in the manner specified
in Section 106, of any such designation or rescission and of any change in the
location of any such other office or agency.

                  Anything herein to the contrary notwithstanding, any office or
agency required by this Section may be maintained at an office of the Company,
in which event the Company shall perform all functions to be performed at such
office or agency.

SECTION 603. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to the Securities of any series, or any Tranche thereof, it shall,
on or before each due date of the principal of and premium, if any, and
interest, if any, on any of such Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
and premium or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided. The Company shall promptly
notify the Trustee of any failure by the Company (or any other obligor on such
Securities) to make any payment of principal of or premium, if any, or interest,
if any, on such Securities.

                  Whenever the Company shall have one or more Paying Agents for
the Securities of any series, or any Tranche thereof, it shall, on or before
each due date of the principal of and premium, if any, and interest, if any, on
such Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such
sums to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company shall promptly notify the Trustee of any failure by it so to act.

                  The Company shall cause each Paying Agent for the Securities
of any series, or any Tranche thereof, other than the Company or 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 shall:

                  (a) hold all sums held by it for the payment of the principal
         of and premium, if any, or interest, if any, on such Securities in
         trust for the benefit of the Persons entitled

<PAGE>

                                      -33-


         thereto until such sums shall be paid to such Persons or otherwise
         disposed of as herein provided;

                  (b) give the Trustee notice of any failure by the Company (or
         any other obligor upon such Securities) to make any payment of
         principal of or premium, if any, or interest, if any, on such
         Securities; and

                  (c) at any time during the continuance of any such failure,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent and furnish to the
         Trustee such information as it possesses regarding the names and
         addresses of the Persons entitled to such sums.

                  The Company may at any time 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, if
so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such 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, if any, on any Security and remaining unclaimed
for two years after such principal and premium, if any, or interest has become
due and payable shall be paid to the Company on Company Request, or, if then
held by the Company, shall be discharged from such trust; and, upon such payment
or discharge, the Holder of such Security shall, as an unsecured general
creditor and not as a Holder of an Outstanding Security, look only to the
Company for payment of the amount so due and payable and remaining unpaid, 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 payment to the Company, shall at the expense of the
Company cause to be mailed, on one occasion only, notice to such Holder that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such mailing, any unclaimed
balance of such money then remaining will be paid to the Company.

SECTION 604. CORPORATE EXISTENCE.

                  Subject to the rights of the Company under Article Eleven, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.

SECTION 605. VACANCY IN THE OFFICE OF TRUSTEE.

                  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, shall appoint, in the manner provided in Article Nine, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 606. ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

<PAGE>

                                      -34-


                  The Company shall deliver to the Trustee within 105 days after
the end of each fiscal year of the Company an Officer's Certificate which need
not comply with Section 102, executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
as to such officer's knowledge of the Company's compliance with all conditions
and covenants under this Indenture, such compliance to be determined without
regard to any period of grace or requirement of notice under this Indenture, and
making any other statements as may be required by the provisions of Section
314(a)(4) of the Trust Indenture Act.

SECTION 607. WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in (a) Section 602 or any additional
covenant or restriction specified with respect to the Securities of any series,
or any Tranche thereof, as contemplated by Section 301, if before the time for
such compliance the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches with respect to which
compliance with Section 602 or such additional covenant or restriction is to be
omitted, considered as one class, shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term,
provision or condition and (b) Section 604 or Article Eleven if before the time
for such compliance the Holders of a majority in principal amount of Securities
Outstanding under this Indenture shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term,
provision or condition; but, in the case of (a) or (b), no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

SECTION 608. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

                  The Company shall file with the Trustee promptly at the end of
each calendar year (a) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (b) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE SEVEN

                     DEFEASANCE, SATISFACTION AND DISCHARGE

SECTION 701. COMPANY'S OPTION TO ELECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may elect, at its option at any time, to have
Section 702 or Section 703 applied to the Securities of any series or Tranche as
provided in either Section 702 or 703 and upon compliance with the additional
requirements set forth below in this Article Seven.

SECTION 702. LEGAL DEFEASANCE.

<PAGE>

                                      -35-


                  Upon the Company's exercise of its option to have this Section
702 applied to the Securities of any series or Tranche, the Company shall be
deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series or Tranche on and after the date the
conditions precedent set forth in Section 704 are satisfied (hereinafter, "legal
defeasance"). For this purpose, such legal defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series or Tranche and to have satisfied
all of its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following rights and obligations which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of Outstanding Securities of
such series or Tranche to receive, solely from the trust fund described in
Section 705 as more fully set forth in such Section, payments of the principal
of and premium, if any, or interest on such Securities when such payments are
due, (b) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and
915, and (c) this Article Seven. Subject to compliance with this Article Seven,
the Company may exercise its option under this Section 702 notwithstanding the
prior exercise of its option under Section 703 with respect to the Securities of
such series or Tranche. Following a legal defeasance, payment of the Securities
of such series or Tranche may not be accelerated because of an Event of Default.
In the event that Securities in respect of which the Company's indebtedness
shall have been satisfied and discharged as provided in this Section do not
mature and are not to be redeemed within the 60 day period commencing with the
date of the deposit of moneys or Eligible Obligations as provided in Section 704
below, the Company shall, as promptly as practicable, give a notice, in the same
manner as a notice of redemption with respect to such Securities, to the Holders
of such Securities to the effect that such deposit has been made and the effect
thereof.

SECTION 703. COVENANT DEFEASANCE.

                  Upon the Company's exercise of its option to have this Section
703 applied to the Securities of any series or Tranche and after the date the
conditions set forth in Section 704 are satisfied, the Company shall be released
from its obligations under (a) Article Eleven and (b) any covenant established
with respect to the Securities of such series pursuant to Section 301(o) (each
such covenant, including those referred to in clause (a), hereinafter a
"defeasible covenant"), and the occurrence of an event specified in Section
801(c) with respect to such defeasible covenant shall not be deemed to be an
Event of Default with respect to the Outstanding Securities of such series or
Tranche (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability or
obligation in respect of any term, condition or limitation set forth in any such
defeasible covenant whether directly or indirectly by reason of any reference
elsewhere herein to any such defeasible covenant or by reason of any reference
in any such defeasible covenant to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby. Following a covenant defeasance, payment of the Securities
of such series or Tranche may not be accelerated because of an Event of Default
under Section 801(c) by reason of such defeasible covenant or as provided in
Section 801(d) or Section 801(e).

SECTION 704. CONDITIONS TO LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

<PAGE>

                                      -36-


                  The following shall be the conditions precedent to application
of either Section 702 or Section 703 to the Outstanding Securities of any series
or Tranche:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee as trust funds in trust for the purpose
         of making the following payments, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of such Securities,
         (i) money in an amount, (ii) Eligible Obligations which through the
         scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment, money in an amount, or (iii) a combination
         thereof, in each case sufficient, without reinvestment, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge, and which shall be applied by the Trustee (or
         other qualifying trustee) to pay and discharge, the principal of and
         premium, if any, or interest on the Outstanding Securities of such
         series or Tranche on the Maturity of such principal, premium or
         interest and any mandatory sinking fund payments or analogous payments
         applicable to the Outstanding Securities of such series or Tranche on
         the due dates thereof. 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 Four,
         which shall be given effect in applying the foregoing.

                  (b) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to the
         Securities of such series shall have occurred and be continuing (i) on
         the date of such deposit or (ii) insofar as subsections 801(d) and (e)
         are concerned, at any time during the period ending on the 91st day
         after the date of such deposit or, if longer, ending on the day
         following the expiration of the longest preference period applicable to
         the Company in respect of such deposit (it being understood that the
         condition in this clause (ii) shall not be deemed satisfied until the
         expiration of such period).

                  (c) Such legal defeasance or covenant defeasance shall not (i)
         cause the Trustee for the Securities of such series or Tranche to have
         a conflicting interest for purposes of the Trust Indenture Act or (ii)
         result in the trust arising from such deposit to constitute, unless it
         is qualified as, a regulated investment company under the Investment
         Company Act of 1940, as amended.

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

                  (e) Such legal defeasance or covenant defeasance shall not
         cause any Securities of such series or Tranche then listed on any
         national securities exchange registered under the Exchange Act to be
         delisted.

                  (f) In the case of an election under Section 702, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since

<PAGE>

                                      -37-


         the date 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 the Outstanding
         Securities of such series or Tranche will not recognize income, gain or
         loss for Federal income tax purposes as a result of such legal
         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such legal defeasance had not occurred.

                  (g) In the case of an election under Section 703, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding Securities of such series or
         Tranche 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.

                  (h) Such legal defeasance or covenant defeasance shall be
         effected in compliance with any additional terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

                  (i) The Company shall have paid, or provided for the payment
         of, the fees and expenses of the Trustee payable pursuant to Section
         907.

                  (j) The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the legal
         defeasance under Section 702 or the covenant defeasance under Section
         703 (as the case may be) have been complied with.

SECTION 705. APPLICATION OF TRUST MONEY.

                  Subject to the provisions of Section 603, all money and
Eligible Obligations (including principal or interest payments on any such
Eligible Obligations) deposited with the Trustee pursuant to Section 704 in
respect of the Outstanding Securities of any series or Tranche 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 (but not 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, or interest;
provided, however, that, so long as there shall not have occurred and be
continuing an Event of Default, any cash received from such principal or
interest payments on such Eligible Obligations, if not then needed for such
purpose, shall, to the extent practicable and upon Company Request, be invested
in Eligible Obligations of the type described in clause (a)(ii) of Section 704
and interest earned from such reinvestment shall be paid over to the Company as
received, free and clear of any trust, lien or pledge under this Indenture
except the lien provided by Section 907; and provided, further, that, so long as
there shall not have occurred and be continuing an Event of Default, any moneys
held in accordance with this Section on the Maturity of all such Securities in
excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company
free and clear of any trust, lien or pledge under this Indenture except the lien
provided by Section 907; and provided, further, that if an Event of Default
shall have occurred and be continuing, moneys


<PAGE>

                                      -38-


to be paid over to the Company pursuant to this Section shall be held until such
Event of Default shall have been waived or cured.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the money or Eligible
Obligations deposited pursuant to Section 704 or the principal and interest
received in respect thereof.

SECTION 706. REINSTATEMENT.

                  If the Trustee (or any Paying Agent) is unable to apply any
money in accordance with Section 705 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Seven until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 705; provided,
however, that if the Company makes any payment of principal, premium or interest
on any such Securities following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or the Paying Agent.

SECTION 707. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as hereinafter expressly provided), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a) no Securities remain Outstanding hereunder; and

                  (b) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company;

provided, however, that if, in accordance with Section 706, any Security,
previously deemed to have been paid for purposes of this Indenture, shall be
deemed retroactively not to have been so paid, this Indenture shall thereupon be
deemed retroactively not to have been satisfied and discharged, as aforesaid,
and to remain in full force and effect, and the Company shall execute and
deliver such instruments as the Trustee shall reasonably request to evidence and
acknowledge the same.

                  Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Company and the Trustee under
Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and
915 and this Article Seven shall survive. Upon satisfaction and discharge of
this Indenture as provided in this Section, the Trustee shall assign, transfer
and turn over to the Company, subject to the lien provided by Section 907, any
and all money, securities and other property then held by the Trustee for the
benefit of the Holders of the Securities other than money and Eligible
Obligations held by the Trustee pursuant to Section 705.

<PAGE>

                                      -39-


                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801. EVENTS OF DEFAULT.

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

                  (a) failure to pay interest, if any, on any Security of such
         series within 30 days after the same becomes due and payable; provided,
         however, that a valid extension of the interest payment period by the
         Company as contemplated in Section 312 of this Indenture shall not
         constitute a failure to pay interest for this purpose; or

                  (b) failure to pay the principal of or premium, if any, on any
         Security of such series at its Maturity; or

                  (c) failure to perform or breach of any covenant or warranty
         of the Company in this Indenture (other than a covenant or warranty a
         default in the performance of which or breach of which is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of one or more series
         of Securities other than such series) for a period of 90 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee, or to the Company and the Trustee by the Holders of a
         majority in principal amount of the Outstanding Securities of such
         series, a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder, unless the Trustee, or the Trustee and the
         Holders of a principal amount of Securities of such series not less
         than the principal amount of Securities the Holders of which gave such
         notice, as the case may be, shall agree in writing to an extension of
         such period prior to its expiration; provided, however, that the
         Trustee, or the Trustee and the Holders of such principal amount of
         Securities of such series, as the case may be, shall be deemed to have
         agreed to an extension of such period if corrective action is initiated
         by the Company within such period and is being diligently pursued; or

                  (d) the entry by a court having jurisdiction in the premises
         of (1) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (2) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition by one or more Persons other
         than the Company seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Company under any applicable
         Federal or State law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official for the
         Company or for any substantial part of its property, or ordering the
         winding up or liquidation of its affairs, and any such decree or order
         for relief or any such other decree or order shall have remained
         unstayed and in effect for a period of 90 consecutive days; or


<PAGE>

                                      -40-


                  (e) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in a case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any bankruptcy or insolvency case or proceeding against
         it, or the filing by it of a petition or answer or consent seeking
         reorganization or relief under any applicable Federal or State law, or
         the consent by it to the filing of such petition or to the appointment
         of or taking possession by a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or 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, or the
         authorization of such action by the Board of Directors; or

                  (f) any other Event of Default specified with respect to
         Securities of such series.

SECTION 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default due to the default in payment of
principal of, or interest on, any series of Securities or due to the default in
the performance or breach of any other covenant or warranty of the Company
applicable to the Securities of such series but not applicable to all
Outstanding Securities shall have occurred and be continuing, either the Trustee
or the Holders of a majority in principal amount of the Outstanding Securities
of such series may by notice in writing to the Company then declare the
principal amount (or, if any of the Securities of such series are Discount
Securities, such portion of the principal amount as may be specified in the
terms thereof as contemplated by Section 301) of all Securities of such series
and interest accrued thereon to be due and payable immediately. If an Event of
Default due to default in the performance of any other of the covenants or
agreements herein applicable to all Outstanding Securities or an Event of
Default specified in Section 801(d) or (e) shall have occurred and be
continuing, either the Trustee or the Holders of a majority in principal amount
of all Securities then Outstanding (considered as one class), and not the
Holders of the Securities of any one of such series, may by notice in writing to
the Company declare the principal of all Securities and interest accrued thereon
to be due and payable immediately. As a consequence of each such declaration
(herein referred to as a declaration of acceleration) with respect to Securities
of any series, the principal amount (or portion thereof in the case of Discount
Securities) of such Securities and interest accrued thereon shall become due and
payable immediately.

                  At any time after such a declaration of acceleration with
respect to Securities of any series shall have been made and before a judgment
or decree for payment of the money due shall have been obtained by the Trustee
as hereinafter in this Article provided, the Event or Events of Default giving
rise to such declaration of acceleration shall, without further act, be deemed
to have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if

                  (a) the Company shall have paid or deposited with the Trustee
         a sum sufficient to pay



<PAGE>

                                      -41-


                           (1) all matured installments of interest upon all
                  Securities of that series;

                           (2) the principal of (and premium, if any, on) any
                  and all Securities of that series that have become due
                  otherwise than by acceleration (with interest on overdue
                  installments of interest (to the extent that payment of such
                  interest is enforceable under applicable law) and on such
                  principal (and premium, if any) at the rate of interest
                  prescribed therefor by such Securities, to the date of such
                  payment or deposit); and

                           (3) all amounts due to the Trustee under Section 907;

and

                  (b) any other Event or Events of Default with respect to
         Securities of such series, other than the nonpayment of the principal
         of Securities of such series which shall have become due solely by such
         declaration of acceleration, shall have been cured or waived as
         provided in Section 813.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.

SECTION 803. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  If an Event of Default described in clause (a) or (b) of
Section 801 shall have occurred and be continuing, the Company shall, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the
Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal
and premium, if any, and interest, if any, and, to the extent permitted by law,
interest on any overdue principal and interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover any amounts due to the Trustee under Section 907.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee, in its own name and as trustee as
an express trust, 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 under this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

SECTION 804. TRUSTEE MAY FILE PROOFS OF CLAIM.

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



<PAGE>

                                      -42-


payment of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of
         principal, premium, if any, and interest, if any, owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for amounts due to the Trustee under
         Section 907) and of the Holders allowed in such judicial proceeding,
         and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

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

SECTION 805. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806. APPLICATION OF MONEY COLLECTED.

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

                  FIRST: To the payment of all amounts due the Trustee under
Section 907;

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




<PAGE>
                                      -43-


                  THIRD: To the payment of the remainder, if any, to the Company
or to whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

SECTION 807. LIMITATION ON SUITS.

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

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

                  (b) the Holders of a majority in aggregate principal amount of
         the Outstanding Securities of all series in respect of which an Event
         of Default shall have occurred and be continuing, considered 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 shall have offered to the Trustee
         indemnity reasonably satisfactory to the Trustee 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 shall have failed to institute any such
         proceeding; and

                  (e) no direction inconsistent with such written request shall
         have been given to the Trustee during such 60-day period by the Holders
         of a majority in aggregate principal amount of the Outstanding
         Securities of all series in respect of which an Event of Default shall
         have occurred and be continuing, considered 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 of
such Holders 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 of such
Holders.

SECTION 808. 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 Sections 307 and 312) interest, if any, on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 809. RESTORATION OF RIGHTS AND REMEDIES.


<PAGE>

                                      -44-


                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding shall have
been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, the Trustee and such
Holder shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and such Holder
shall continue as though no such proceeding had been instituted.

SECTION 810. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided in the last paragraph of Section
306, 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 811. DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder 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 812. CONTROL BY HOLDERS OF SECURITIES.

                  The Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series; provided, however, that if an Event of Default
shall have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided, further, that such direction shall not be in
conflict with any rule of law or with this Indenture. The Trustee may take any
other action, deemed proper by the Trustee, which is not inconsistent with any
such direction. Before proceeding to exercise any right or power hereunder at
the direction of such Holders, the Trustee shall be entitled to receive from
such Holders security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
any such direction.

SECTION 813.  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



<PAGE>

                                      -45-


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

                  (b) in respect of a covenant or provision hereof which under
         Section 1202 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 and all Events 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 814. UNDERTAKING FOR COSTS.

                  The Company and the Trustee agree, and each Holder of a
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of
the Outstanding Securities of all series in respect of which such suit may be
brought, considered as one class, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of or premium, if any, or
interest, if any, on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

SECTION 815. 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 NINE

                                   THE TRUSTEE

SECTION 901. CERTAIN DUTIES AND RESPONSIBILITIES.

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

<PAGE>
                                      -46-


                           (i) the Trustee undertakes to perform such duties,
                           and only such duties, as specifically are 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 such certificates or opinions to
                           determine whether or not they conform to the
                           requirements of this Indenture.

                  (b) In case an Event of Default has occurred and is
         continuing, the Trustee shall exercise such of the rights and powers
         vested in it by this Indenture, and use the same degree of care and
         skill in their exercise, as a prudent person would exercise or use
         under the circumstances in the conduct of such person's 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, to
         the extent permitted by the Trust Indenture Act that:

                           (i) 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;

                           (ii) the Trustee shall not be liable with respect to
                           any action taken or omitted to be taken by it in good
                           faith in accordance with the direction of the Holders
                           of a majority in principal amount of the Outstanding
                           Securities of any series (or if an Event of Default
                           shall have occurred and be continuing with respect to
                           more than one series of Securities, the Holders of a
                           majority in aggregate principal amount of the
                           Outstanding Securities of all such series, considered
                           as one class), 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 the affected series,
                           provided such direction shall not be in conflict with
                           any rule of law or with this Indenture; and

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

<PAGE>

                                      -47-


                  (d) 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 902. NOTICE OF DEFAULTS.

                  The Trustee shall give notice of any default hereunder known
to the Trustee with respect to the Securities of any series to the Holders of
Securities of such series in the manner and to the extent required to do so by
the Trust Indenture Act, unless such default shall have been cured or waived.
For the purpose of this Section and clause (i) of Section 903, the term
"default" means any event which is, or after notice or lapse of time, or both,
would become, an Event of Default.

SECTION 903. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

                  (a) the Trustee may conclusively rely and shall be protected
         in acting or refraining from acting in good faith upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document reasonably 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,
         or as otherwise expressly provided herein, 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 prescribed) may,
         in the absence of bad faith on its part, rely upon an Officer's
         Certificate, except that in the case of any such Officer's Certificate
         that by any provision hereof is specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not it conforms to the requirements of this
         Indenture;

                  (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 except that in the case of any such Opinion of Counsel that by
         any provision hereof is specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not it conforms to the requirements of this
         Indenture;

                  (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 Holder pursuant to this Indenture, unless such
         Holder shall have offered to the Trustee security or indemnity

<PAGE>

                                      -48-


         reasonably satisfactory to it 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, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall (subject to applicable legal
         requirements) be entitled to examine, during normal business hours, the
         books, records and premises of the Company, personally or by agent or
         attorney;

                  (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 rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder;

                  (i) the Trustee shall not be charged with knowledge of any
         default or Event of Default, as the case may be, with respect to the
         Securities of any series for which it is acting as Trustee unless
         either (1) a Responsible Officer of the Trustee shall have actual
         knowledge that such default or Event of Default, as the case may be,
         exists and constitutes a default or Event of Default under this
         Indenture or (2) written notice of such default or Event of Default, as
         the case may be, shall have been given in the manner provided in
         Section 105 hereof to the Trustee by the Company, any other obligor on
         such Securities or by any Holder of such Securities; and

                  (j) the Trustee may request that the Company deliver an
         Officer's Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officer's Certificate may be signed
         by any person authorized to sign an Officer's Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

SECTION 904. 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 neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 905. MAY HOLD SECURITIES.

<PAGE>

                                      -49-


                  Each of the Trustee, any Authenticating Agent, any Paying
Agent, any Security 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 908 and 913, may otherwise deal with the Company with
the same rights it would have if it were not the Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 906. MONEY HELD IN TRUST.

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

SECTION 907. COMPENSATION AND REIMBURSEMENT.

                  The Company shall

                  (a) pay to the Trustee from time to time such compensation as
         shall be agreed 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) except as otherwise expressly provided herein, reimburse
         the Trustee upon its request for all reasonable expenses, disbursements
         and advances reasonably 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 to the extent that any such expense, disbursement or
         advance may be attributable to the Trustee's negligence, willful
         misconduct or bad faith; and

                  (c) indemnify each of the Trustee and any predecessor trustee
         for, and hold it harmless from and against, any and all loss,
         liability, damage, claim or expense, including taxes (other than taxes
         based on the income of the Trustee and any taxes applied generally
         without regard to the acceptance or administration of the specific
         trust or trusts hereunder or the performance of its specific duties
         hereunder), reasonably incurred by it arising out of or in connection
         with the acceptance or administration of the trust or trusts hereunder
         or the performance of its duties hereunder, including the reasonable
         costs and expenses of defending itself against any claim of liability
         (whether asserted by the Company, a Holder or any other Person) in
         connection with the exercise or performance of any of its powers or
         duties hereunder, except to the extent any such loss, liability or
         expense may be attributable to its negligence, willful misconduct or
         bad faith; provided that:

                           (i) with respect to any such claim, the Trustee shall
                           have given the Company written notice thereof
                           promptly after the Trustee shall have knowledge
                           thereof, but failure by the Trustee to give such
                           notice shall not affect the Trustee's right or the
                           Company's obligation to indemnify hereunder;

                           (ii) while maintaining absolute control over its own
                           defense, the Trustee

<PAGE>

                                      -50-


                           shall cooperate and consult with the Company in
                           preparing such defense; and

                           (iii) notwithstanding anything to the contrary in
                           this Section, the Company shall not be liable for
                           settlement of any such claim by the Trustee entered
                           into without the prior written consent of the
                           Company, which consent shall not be unreasonably
                           withheld.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such
other than property and funds held in trust under Section 705 (except as
otherwise provided in Section 705). "Trustee" for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 801(d) or Section
801(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.

                  The provisions of this Section 907 shall survive the
termination of this Indenture.

SECTION 908. DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture.

SECTION 909. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be

                  (a) a corporation organized and doing business under the laws
         of the United States, any State or Territory thereof or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $50,000,000
         and subject to supervision or examination by Federal, State or District
         of Columbia authority, or

                  (b) if and to the extent permitted by the Commission by rule,
         regulation or order upon application, a corporation or other Person
         organized and doing business under the laws of a foreign government,
         authorized under such laws to exercise corporate trust powers, having a
         combined capital and surplus of at least $50,000,000 or the Dollar
         equivalent of the applicable foreign currency and subject to
         supervision or examination by authority of such foreign government or a
         political subdivision thereof substantially equivalent to supervision
         or examination applicable to United States institutional trustees,

<PAGE>

                                      -51-


and, in either case, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. 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.

SECTION 910. 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 in accordance with the applicable requirements of Section 911.

                  (b) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 911 shall not have been delivered to the Trustee
         within 60 days after the giving of such notice of resignation, the
         resigning Trustee may petition, at the expense of the Company, 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. If the instrument of acceptance by a
         successor Trustee required by Section 911 shall not have been delivered
         to the Trustee within 60 days after the giving of such notice of
         removal, the Trustee being removed may petition, at the expense of the
         Company, any court of competent jurisdiction for the appointment of a
         successor Trustee with respect to the Securities of such series.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with Section 908
                  after written request therefor by the Company or by any Holder
                  who has been a bona fide Holder for at least six months, or

                           (2) the Trustee shall cease to be eligible under
                  Section 909 and shall fail to resign after written request
                  therefor by the Company or by any such Holder, or

                           (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

then, in any such case, (x) the Company by a Board Resolution may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

<PAGE>

                                      -52-


                  (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 (other than as contemplated in clause (y) in
         Subsection (d) of this Section), with respect to the Securities of one
         or more series, the Company, by a Board Resolution, shall promptly
         appoint a successor Trustee or Trustees with respect to the Securities
         of that or those series (it being understood that any such successor
         Trustee may be appointed with respect to the Securities of one or more
         or all of such series and that at any time there shall be only one
         Trustee with respect to the Securities of any particular series) and
         shall comply with the applicable requirements of Section 911. If,
         within one year after such resignation, removal or incapability, or the
         occurrence of such vacancy, a successor Trustee with respect to the
         Securities of any series shall be appointed by Act of the Holders of a
         majority in principal amount of the Outstanding Securities of such
         series delivered to the Company and the retiring Trustee, the successor
         Trustee so appointed shall, forthwith upon its acceptance of such
         appointment in accordance with the applicable requirements of Section
         911, become the successor Trustee with respect to the Securities of
         such series and to that extent supersede the successor Trustee
         appointed by the Company. If no successor Trustee with respect to the
         Securities of any series shall have been so appointed by the Company or
         the Holders and accepted appointment in the manner required by Section
         911, any Holder who has been a bona fide Holder of a Security of such
         series for at least six months may, on behalf of itself and all others
         similarly situated, petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Securities
         of such series.

                  (f) So long as no event which is, or after notice or lapse of
         time, or both, would become, an Event of Default shall have occurred
         and be continuing, and except with respect to a Trustee appointed by
         Act of the Holders of a majority in principal amount of the Outstanding
         Securities pursuant to Subsection (e) of this Section, if the Company
         shall have delivered to the Trustee (i) a Board Resolution appointing a
         successor Trustee, effective as of a date specified therein, and (ii)
         an instrument of acceptance of such appointment, effective as of such
         date, by such successor Trustee in accordance with Section 911, the
         Trustee shall be deemed to have resigned as contemplated in Subsection
         (b) of this Section, the successor Trustee shall be deemed to have been
         appointed by the Company pursuant to Subsection (e) of this Section and
         such appointment shall be deemed to have been accepted as contemplated
         in Section 911, all as of such date, and all other provisions of this
         Section and Section 911 shall be applicable to such resignation,
         appointment and acceptance except to the extent inconsistent with this
         Subsection (f).

                  (g) The Company (or, should the Company fail so to act
         promptly, the successor Trustee at the expense of 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 all Holders of Securities of such series as their names and
         addresses appear in the Security 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.

SECTION 911. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

<PAGE>

                                      -53-


                  (a) In case of the appointment hereunder of a successor
         Trustee with respect to the Securities of all series, 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; but, on the
         request of the Company or the successor Trustee, such retiring Trustee
         shall, upon payment of all sums owed to it, execute and deliver an
         instrument transferring to such successor Trustee all the rights,
         powers and trusts of the retiring Trustee and shall duly assign,
         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
         Trustee with respect to the Securities of one or more (but not all)
         series, the Company, the retiring Trustee and each successor Trustee
         with respect to the Securities of one or more series shall execute and
         deliver an indenture supplemental hereto wherein each successor Trustee
         shall accept such appointment and which (1) shall contain such
         provisions as shall be necessary or desirable to transfer and confirm
         to, and to vest in, each successor Trustee all the rights, powers,
         trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates, (2) if the retiring Trustee is not retiring
         with respect to all Securities, shall contain such provisions as shall
         be deemed necessary or desirable to confirm that all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series as to which the retiring Trustee is
         not retiring shall continue to be vested in the retiring Trustee and
         (3) shall add to or change any of the provisions of this Indenture as
         shall be necessary to provide for or facilitate the administration of
         the trusts hereunder by more than one Trustee, it being understood that
         nothing herein or in such supplemental indenture shall constitute such
         Trustees co-trustees of the same trust and that each such Trustee shall
         be trustee of a trust or trusts hereunder separate and apart from any
         trust or trusts hereunder administered by any other such Trustee; and
         upon the execution and delivery of such supplemental indenture the
         resignation or removal of the retiring Trustee shall become effective
         to the extent provided therein and each such successor Trustee, without
         any further act, deed or conveyance, shall become vested with all the
         rights, powers, trusts and duties of the retiring Trustee with respect
         to the Securities of that or those series to which the appointment of
         such successor Trustee relates; but, on request of the Company or any
         successor Trustee, such retiring Trustee, upon payment of all sums owed
         to it, 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 instruments which fully vest in and confirm to such
         successor Trustee all such rights, powers and trusts referred to in
         Subsection (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.

<PAGE>

                                      -54-


SECTION 912. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If the Trustee shall be or become a creditor of the Company or
any other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act:

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

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

SECTION 914. CO-TRUSTEES AND SEPARATE TRUSTEES.

                  At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least 33% in principal amount of the Securities then Outstanding,
the Company shall for such purpose join with the Trustee in the execution and
delivery of all instruments and agreements necessary or proper to appoint, one
or more Persons approved by the Trustee either to act as co-trustee, jointly
with the Trustee, or to act as separate trustee, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons, in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section.
If

<PAGE>

                                      -55-


the Company does not join in such appointment within 15 days after the receipt
by it of a request so to do, or if an Event of Default shall have occurred and
be continuing, the Trustee alone shall have power to make such appointment.

                  Should any written instrument or instruments from the Company
be required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

                  Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
conditions:

                  (a) the Securities shall be authenticated and delivered, and
         all rights, powers, duties and obligations hereunder in respect of the
         custody of securities, cash and other personal property held by, or
         required to be deposited or pledged with, the Trustee hereunder, shall
         be exercised solely, by the Trustee;

                  (b) the rights, powers, duties and obligations hereby
         conferred or imposed upon the Trustee shall be conferred or imposed
         upon and exercised or performed by the Trustee or by the Trustee and
         such co-trustee jointly, except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed,
         the Trustee shall be incompetent or unqualified to perform such act or
         acts, in which event such rights, powers, duties and obligations shall
         be exercised and performed by such co-trustee trustee;

                  (c) the Trustee at any time, by an instrument in writing
         executed by it, with the concurrence of the Company, may accept the
         resignation of or remove any co-trustee or separate trustee appointed
         under this Section, and, if an Event of Default shall have occurred and
         be continuing, the Trustee shall have power to accept the resignation
         of, or remove, any such co-trustee or separate trustee without the
         concurrence of the Company. Upon the written request of the Trustee,
         the Company shall join with the Trustee in the execution and delivery
         of all instruments and agreements necessary or proper to effectuate
         such resignation or removal. A successor to any co-trustee or separate
         trustee so resigned or removed may be appointed in the manner provided
         in this Section;

                  (d) no co-trustee or separate trustee hereunder shall be
         personally liable by reason of any act or omission of the Trustee, or
         any other such trustee hereunder; and

                  (e) any Act of Holders delivered to the Trustee shall be
         deemed to have been delivered to each such co-trustee and separate
         trustee.

SECTION 915. APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities of one or more series, or Tranche thereof, which shall
be authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance and upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 306, 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

<PAGE>

                                      -56-


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 and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any State or territory
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia 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 the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall notify all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve in accordance with Section 106. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

                  The provisions of Sections 308, 904 and 905 shall be
applicable to each Authenticating Agent.

                  If an appointment with respect to the Securities of one or
more series shall be made pursuant to this Section, the Securities of such
series may have endorsed thereon an alternate certificate of authentication
substantially in the following form:

<PAGE>

                                      -57-


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



Dated:



                                       -----------------------------------------
                                       As Trustee



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



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

                  If all of the Securities of a 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 by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel), shall appoint, in accordance with this Section and in
accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001. LISTS OF HOLDERS.

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

                           (a)      semi-annually, not later than June 30 and
         December 31 in each year, a list for each series of Securities, in such
         form as the Trustee may reasonably require, of the names and addresses
         of the Holders of Securities of such series as of the preceding June 15
         or December 15, 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 45 days prior to the time such list is furnished;

provided, however, that if the Trustee is acting in the capacity of Security
Registrar, no delivery of such lists shall be required.

                  The Trustee shall preserve, in as current a form as is
reasonably practicable and for so long as is required by the Trust Indenture
Act, the names and addresses of Holders of each series of Securities (a)
contained in the most recent list, if any, furnished to the Trustee as

<PAGE>

                                      -58-


provided in this Section and (b) received by the Trustee in the capacity of
Security Registrar, if the Trustee is then acting in such capacity.

                  The rights of the Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities of any
series, and the corresponding rights and privileges of the Trustee, shall be as
provided by the Trust Indenture Act.

                  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 to the full extent
permitted by the Trust Indenture Act by reason of any disclosure of information
as to names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 1002. REPORTS BY TRUSTEE AND COMPANY.

                  The Trustee shall transmit to Holders such reports concerning
the Trustee, its relationship to the Company (or any other obligor under the
Securities) and its actions under this Indenture as are required pursuant to the
Trust Indenture Act at the times or such intervals and in the manner provided
for in the Trust Indenture Act. If required, the report contemplated by Section
313(a) of the Trust Indenture Act, shall be dated May 15 and shall be delivered
to the Holders by the Trustee within sixty days after each May 15 following the
date of this Indenture.

                  A copy of each report required by the immediately preceding
paragraph, at the time of transmission to Holders, shall be filed by the Trustee
with the Commission and with each stock exchange upon which any Securities of
any series are listed and shall be furnished to the Company. If and when
Securities of any series are listed on any stock exchange, the Company shall
notify the Trustee promptly of such listing and of any subsequent delisting
thereof.

                  The Company shall file with the Trustee (within 30 days after
filing with the Commission in the case of reports which pursuant to the Trust
Indenture Act must be filed with the Commission and furnished to the Trustee)
and transmit to the Holders, such other information, reports and other
documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act.

                  Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act, (a) delivery of such reports, information
and documents to the Trustee is for informational purposes only and (b) the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 1101. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

<PAGE>

                                      -59-


                  The Company shall not consolidate with or merge into any other
Person, or convey or otherwise transfer or lease (in each case, whether in a
single transaction or in a series of transactions) its properties and assets as
or substantially as an entirety to any Person or Persons, unless

                  (a) the Person formed by such consolidation or into which the
         Company is merged or the Person or Persons which acquires or acquire by
         conveyance or transfer, or which leases or lease, the properties and
         assets of the Company as or substantially as an entirety shall be a
         Person or Persons organized and validly existing under the laws of the
         United States, any State thereof or the District of Columbia, and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form reasonably satisfactory to the
         Trustee, the due and punctual payment of the principal of and premium,
         if any, and interest, if any, on all Outstanding Securities according
         to their tenor and the performance of every covenant of this Indenture
         on the part of the Company to be performed or observed;

                  (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 occurred and be
         continuing; and

                  (c) the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, or other transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transactions have been
         complied with.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent the Company (a) from merging into itself any other
Person, (b) from selling or otherwise disposing of its property or assets not as
or substantially as an entirety (provided that such sale or disposition is not
part of a series of transactions that would result in the sale or disposition by
the Company of its properties and assets as or substantially as an entirety), or
(c) from acquiring by purchase or otherwise all or any part of the property of
any other Person.

SECTION 1102. SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, or other transfer or lease of
the properties and assets of the Company as or substantially as an entirety in
accordance with Section 1101, the successor Person formed by such consolidation
or into which the Company is merged or the Person to which such conveyance,
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 Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities Outstanding hereunder.

<PAGE>

                                      -60-


                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company 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, all as provided in Article
         Eleven; or

                  (b) to add one or more covenants of the Company or other
         provisions for the benefit of all Holders or for the benefit of the
         Holders of, or to remain in effect only so long as there shall be
         Outstanding Securities of one or more specified series, or one or more
         specified Tranches thereof, or to surrender any right or power herein
         conferred upon the Company; or

                  (c) to add any additional Events of Default with respect to
         all or any series of Securities Outstanding hereunder; or

                  (d) to change or eliminate any provision of this Indenture or
         to add any new provision to this Indenture; provided, however, that if
         such change, elimination or addition shall adversely affect the
         interests of the Holders of Securities of any series or Tranche
         Outstanding on the date of such indenture supplemental hereto in any
         material respect, such change, elimination or addition shall become
         effective with respect to such series or Tranche only pursuant to the
         provisions of Section 1202 hereof or when no Security of such series or
         Tranche remains Outstanding; or

                  (e) to provide collateral security or to add Guarantees for
         all but not part of any series of the Securities; or

                  (f) to establish the form or terms of Securities of any series
         or Tranche as contemplated by Sections 201 and 301; or

                  (g) to provide for the authentication and delivery of bearer
         securities and coupons appertaining thereto representing interest, if
         any, thereon and for the procedures for the registration, exchange and
         replacement thereof and for the giving of notice to, and the
         solicitation of the vote or consent of, the holders thereof, and for
         any and all other matters incidental thereto; or

                  (h) to evidence and provide for the acceptance of appointment
         hereunder by a separate or successor Trustee or co-trustee with respect
         to the Securities of one or more series and to add to or change any of
         the provisions of this Indenture as shall be necessary to provide for
         or facilitate the administration of the trusts hereunder by more than
         one Trustee, pursuant to the requirements of Section 911(b); or

<PAGE>

                                      -61-


                  (i) to provide for the procedures required to permit the
         Company to utilize, at its option, a noncertificated system of
         registration for all, or any series or Tranche of, the Securities; or

                  (j) to change any place or places where (1) the principal of
         and premium, if any, and interest, if any, on all or any series of
         Securities, or any Tranche thereof, shall be payable, (2) all or any
         series of Securities, or any Tranche thereof, may be surrendered for
         registration of transfer, (3) all or any series of Securities, or any
         Tranche thereof, may be surrendered for exchange and (4) notices and
         demands to or upon the Company in respect of all or any series of
         Securities, or any Tranche thereof, and this Indenture may be served;
         or

                  (k) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other changes to the provisions hereof
         or to add other provisions with respect to matters or questions arising
         under this Indenture, provided that such other changes or additions
         shall not adversely affect the interests of the Holders of Securities
         of any series or Tranche in any material respect, or

                  (l) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act and to
         add to this Indenture such other provisions as may be expressly
         required under the Trust Indenture Act.

SECTION 1202. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of a majority in aggregate
principal amount of the Securities of all series then Outstanding under this
Indenture, considered as one class, 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 modifying in any manner
the rights of the Holders of Securities of such series under the Indenture;
provided, however, that if there shall be Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more, but less than
all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been issued in more
than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

                  (a) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon (or the amount
         of any installment of interest thereon) or change the method of

<PAGE>

                                      -62-


         calculating such rate or reduce any premium payable upon the redemption
         thereof, or reduce the amount of the principal of a Discount Security
         that would be due and payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 802, or change the coin or
         currency (or other property), in which any Security or any premium or
         the interest thereon is payable, or impair the right to institute suit
         for the enforcement of any such payment on or after the Stated Maturity
         of any Security (or, in the case of redemption, on or after the
         Redemption Date), without, in any such case, the consent of the Holder
         of such Security, or

                  (b) reduce the percentage in principal amount of the
         Outstanding Securities of any series, or any Tranche thereof, the
         consent of the Holders of which is required for any such supplemental
         indenture, or the consent of the Holders of which is required for any
         waiver of compliance with any provision of this Indenture or of any
         default hereunder and its consequences, without, in any such case, the
         consent of the Holders of each Outstanding Security of such series or
         Tranche, or

                  (c) modify any of the provisions of this Section, Section 607
         or Section 813 with respect to the Securities of any series, or any
         Tranche thereof, except to increase the percentages in principal amount
         referred to in this Section or such other Sections or to provide that
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section, in
         accordance with the requirements of Sections 911(b), 914 and 1201(h),
         or the deletion of this proviso.

                  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 one or
more Tranches thereof, 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 or Tranche.

                  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. A
waiver by a Holder of such Holder's right to consent under this Section shall be
deemed to be a consent of such Holder.

SECTION 1203. 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 receive, and
(subject to Section 901) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or otherwise.

<PAGE>

                                      -63-


SECTION 1204. 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. Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.

SECTION 1205. 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 1206. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

                  Securities of any series, or any Tranche thereof,
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, or any Tranche thereof, so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche.

SECTION 1207. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                  If the terms of any particular series of Securities shall have
been established in a Board Resolution or an Officer's Certificate as
contemplated by Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be effected
by means of a supplemental Board Resolution or Officer's Certificate, as the
case may be, delivered to, and accepted by, the Trustee; provided, however, that
such supplemental Board Resolution or Officer's Certificate shall not be
accepted by the Trustee or otherwise be effective unless all conditions set
forth in this Indenture which would be required to be satisfied if such
additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer's Certificate shall
be deemed to be a "supplemental indenture" for purposes of Section 1204 and
1206.

                                ARTICLE THIRTEEN

                                   GUARANTEES

                  Any series of Securities may be guaranteed by one or more
guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 301 for that particular series of Securities.

<PAGE>

                                      -64-


                                ARTICLE FOURTEEN

         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 1401. LIABILITY SOLELY CORPORATE.

                  No recourse shall be had for the payment of the principal of
or premium, if any, or interest, if any, on any Securities, or any part thereof,
or for any claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or agreement
under this Indenture, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any predecessor
or successor corporation (either directly or through the Company or a
predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Securities are solely corporate obligations, and that no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, officer or director, past, present or future, of the
Company or of any predecessor or successor corporation, either directly or
indirectly through the Company or any predecessor or successor corporation,
because of the indebtedness hereby authorized or under or by reason of any of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or to be implied herefrom or therefrom, and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issuance of the Securities.

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

                  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.

<PAGE>

                                      -65-


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



                                       JLG INDUSTRIES, INC.



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



                                       [__________________], Trustee



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