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                                                                     Exhibit 4.1
================================================================================





                         CITIZENS COMMUNICATIONS COMPANY


                                       AND


                            THE CHASE MANHATTAN BANK,

                                   AS TRUSTEE





                                SENIOR INDENTURE

                            DATED AS OF MAY 23, 2001





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

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                             CROSS REFERENCE SHEET*

                                   -----------

         Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of May 23, 2001, between Citizens Communications Company and The Chase Manhattan
Bank, as Trustee:

Section of the Act                            Section of Indenture
------------------                            --------------------

310(a)(1), (2) and (5)........................6.9
310(a)(3) and (4).............................Inapplicable
310(b)........................................6.8 and 6.10(a), (b) and (d)
310(c)........................................Inapplicable
311(a)........................................6.13
311(b)........................................6.13
311(c)........................................Inapplicable
312(a)........................................4.1 and 4.2(a)
312(b)........................................4.2(a) and (b)(i) and (ii)
312(c)........................................4.2(c)
313(a)........................................4.4(a)
313(a)(5).....................................Inapplicable
313(b)(1).....................................Inapplicable
313(b)(2).....................................4.4
313(c)........................................4.4
313(d)........................................4.4(b)
314(a)........................................4.3
314(b)........................................Inapplicable
314(c)(1) and (2).............................11.5
314(c)(3).....................................Inapplicable
314(d)........................................Inapplicable
314(e)........................................11.5
314(f)........................................Inapplicable
315(a), (c) and (d)...........................6.1
315(b)........................................5.11
315(e)........................................5.12
316(a)(1).....................................5.9 and 5.10
316(a)(2).....................................Not required
316(a) (last sentence)........................7.4
316(b)........................................5.7
317(a)........................................5.2
317(b)........................................3.5(a)
318(a)........................................11.7

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



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                                TABLE OF CONTENTS
                                -----------------

<TABLE>
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<S>                                                                                                              <C>
ARTICLE ONE DEFINITIONS...........................................................................................1

         SECTION 1.1.   DEFINITIONS...............................................................................1

ARTICLE TWO SECURITIES............................................................................................7

         SECTION 2.1.   FORMS GENERALLY...........................................................................7
         SECTION 2.2.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...........................................7
         SECTION 2.3.   AMOUNT UNLIMITED, ISSUABLE IN SERIES......................................................8
         SECTION 2.4.   AUTHENTICATION AND DELIVERY OF SECURITIES................................................10
         SECTION 2.5.   EXECUTION OF SECURITIES..................................................................13
         SECTION 2.6.   CERTIFICATE OF AUTHENTICATION............................................................14
         SECTION 2.7.   DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST................................14
         SECTION 2.8.   REGISTRATION, TRANSFER AND EXCHANGE......................................................15
         SECTION 2.9.   MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES................................17
         SECTION 2.10.   CANCELLATION OF SECURITIES; DISPOSITION THEREOF.........................................18
         SECTION 2.11.   TEMPORARY SECURITIES....................................................................18
         SECTION 2.12.   CUSIP NUMBERS...........................................................................18

ARTICLE THREE COVENANTS OF THE ISSUER............................................................................19

         SECTION 3.1.   PAYMENT OF PRINCIPAL AND INTEREST........................................................19
         SECTION 3.2.   OFFICES FOR NOTICES AND PAYMENTS, ETC....................................................19
         SECTION 3.3.   NO INTEREST EXTENSION....................................................................19
         SECTION 3.4.   APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.......................................19
         SECTION 3.5.   PROVISION AS TO PAYING AGENT.............................................................19

ARTICLE FOUR SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE.....................................20

         SECTION 4.1.   ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS.......20
         SECTION 4.2.   PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS LISTS.....................................21
         SECTION 4.3.   REPORTS BY THE ISSUER....................................................................22
         SECTION 4.4.   REPORTS BY THE TRUSTEE...................................................................22

ARTICLE FIVE REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS ON EVENT OF DEFAULT....................................23

         SECTION 5.1.   EVENT OF DEFAULT.........................................................................23
         SECTION 5.2.   COLLECTION OF INDEBTEDNESS BY TRUSTEE....................................................26
         SECTION 5.3.   APPLICATION OF PROCEEDS..................................................................28
         SECTION 5.4.   SUITS FOR ENFORCEMENTS...................................................................29
         SECTION 5.5.   RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS......................................29
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
         SECTION 5.6.   LIMITATIONS ON SUITS BY SECURITY HOLDERS.................................................29
         SECTION 5.7.   UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS........................30
         SECTION 5.8.   POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAVIER OF DEFAULT..................30
         SECTION 5.9.   CONTROL BY HOLDERS OF SECURITIES.........................................................30

ARTICLE SIX CONCERNING THE TRUSTEE...............................................................................32

         SECTION 6.1.   DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT.............32
         SECTION 6.2.   CERTAIN RIGHTS OF THE TRUSTEE............................................................33
         SECTION 6.3.   TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR APPLICATION
                            OF PROCEEDS THEREOF..................................................................34
         SECTION 6.4.   TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC.................................34
         SECTION 6.5.   MONEYS HELD BY TRUSTEE...................................................................34
         SECTION 6.6.   COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM..........................34
         SECTION 6.7.   RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC...................................35
         SECTION 6.8.   QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS..........................................35
         SECTION 6.9.   PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE; DIFFERENT TRUSTEES FOR DIFFERENT SERIES.....35
         SECTION 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE................................36
         SECTION 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE...........................................37
         SECTION 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE...................38
         SECTION 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.....................................39
         SECTION 6.14.  APPOINTMENT OF AUTHENTICATING AGENT......................................................39

ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS.....................................................................40

         SECTION 7.1.   EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS..............................................40
         SECTION 7.2.   PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES...........................40
         SECTION 7.3.   HOLDERS TO BE TREATED AS OWNERS..........................................................40
         SECTION 7.4.   SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING........................................40
         SECTION 7.5.   RIGHT OF REVOCATION OF ACTION TAKEN......................................................41
         SECTION 7.6.   RECORD DATE FOR CONSENTS AND WAIVERS.....................................................41

ARTICLE EIGHT SUPPLEMENTAL INDENTURES............................................................................42

         SECTION 8.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS...............................42
         SECTION 8.2.   SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS..................................43
         SECTION 8.3.   EFFECT OF SUPPLEMENTAL INDENTURE.........................................................45
         SECTION 8.4.   DOCUMENTS TO BE GIVEN TO TRUSTEE.........................................................45
         SECTION 8.5.   NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES.............................45

ARTICLE NINE CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION...................................45
</TABLE>

                                      -ii-
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<TABLE>
<S>                                                                                                              <C>
         SECTION 9.1.   ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS...........................................45
         SECTION 9.2.   SUCCESSOR CORPORATION TO BE SUBSTITUTED..................................................46
         SECTION 9.3.   OPINION OF COUNSEL TO BE GIVEN TRUSTEE...................................................47

ARTICLE TEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................................47

         SECTION 10.1.  OPINION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE................................47
         SECTION 10.2.  LEGAL DEFEASANCE AND DISCHARGE...........................................................47
         SECTION 10.3.  COVENANT DEFEASANCE......................................................................47
         SECTION 10.4.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE...............................................48
         SECTION 10.5.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST............................49
         SECTION 10.6.  REPAYMENT TO ISSUER......................................................................50
         SECTION 10.7.  REINSTATEMENT............................................................................50
         SECTION 10.8.  SURVIVAL.................................................................................50
         SECTION 10.9.  SATISFACTION AND DISCHARGE OF INDENTURE..................................................50


ARTICLE ELEVEN MISCELLANEOUS PROVISIONS..........................................................................51

         SECTION 11.1.   PARTNERS, INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER
                             EXEMPT FROM INDIVIDUAL LIABILITY....................................................51
         SECTION 11.2.   PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES.......51
         SECTION 11.3.   SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.....................................51
         SECTION 11.4.   NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF SECURITIES........................51
         SECTION 11.5.   OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN......52
         SECTION 11.6.   PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.........................................53
         SECTION 11.7.   CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT OF 1939.................53
         SECTION 11.8.   GOVERNING LAW...........................................................................52
         SECTION 11.9.   COUNTERPARTS............................................................................53
         SECTION 11.10.  EFFECT OF HEADINGS......................................................................53

ARTICLE TWELVE REDEMPTION OF SECURITIES AND SINKING FUNDS........................................................53

         SECTION 12.1.   APPLICABILITY OF ARTICLE................................................................53
         SECTION 12.2.   NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS...............................................53
         SECTION 12.3.   PAYMENT OF SECURITIES CALLED FOR REDEMPTION.............................................55
         SECTION 12.4.   EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION...........55
         SECTION 12.5.   MANDATORY AND OPTIONAL SINKING FUNDS....................................................55
</TABLE>

                                     -iii-
<PAGE>

                                    INDENTURE

         INDENTURE, dated as of May 23, 2001, among Citizens Communications
Company, a Delaware corporation (the "Issuer"), and The Chase Manhattan Bank, as
trustee (the "Trustee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

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

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

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

         NOW, THEREFORE:

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

                                  ARTICLE ONE
                                  DEFINITIONS

         SECTION 1.1. DEFINITIONS

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

         All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES"
means such accounting principles as are generally accepted on the date of this
Indenture.

         The words "HEREIN", "HEREOF" and "HEREUNDER" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. The


<PAGE>

expressions "DATE OF THIS INDENTURE", "DATE HEREOF", "DATE AS OF WHICH THIS
INDENTURE IS DATED" and "DATE OF EXECUTION AND DELIVERY OF THIS INDENTURE" and
other expressions of similar import refer to the effective date of the original
execution and delivery of this Indenture, VIZ. as of May 23, 2001.

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

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

         "AUTHENTICATING AGENT" shall have the meaning set forth in Section
6.14.

         "BANKRUPTCY CODE" means the United States Bankruptcy Code, 11 United
States Codess.ss.101 et seq., or any successor statute thereto.

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

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

         "BUSINESS DAY" means, with respect to any Security, unless otherwise
specified in a Board Resolution and an Officers' Certificate with respect to a
particular series of Securities, a day that (a) in the Place of Payment (or in
any of the Places of Payment, if more than one) in which amounts are payable, as
specified in the form of such Security, and (b) in the city in which the
Corporate Trust Office is located, is not a Saturday or Sunday or a day on which
banking institutions are authorized or required by law or regulation to close.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution and delivery of this Indenture
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act of 1939, then the body performing such duties on
such date.

         "CORPORATE TRUST OFFICE" means the office of the Trustee of a series of
Securities at which the trust created by this Indenture shall, at any particular
time, be principally administered, which office is, at the date as of which this
Indenture is dated, located at 450 W. 33rd Street, New York, New York 10001.

         "COUPON" means any interest coupon appertaining to an Unregistered
Security.

         "COVENANT DEFEASANCE" shall have the meaning set forth in Section 10.3.


                                      -2-
<PAGE>

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

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

           "[EURO]" means the commonly used coin and currency jointly adopted by
twelve members of the European Union as at the time of payment is legal tender
for the payment of public and private debts.

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

         "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1.

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

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

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

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

         "ISSUER" means Citizens Communications Company, a Delaware corporation,
and, subject to Article Nine, its successors and assigns.

         "ISSUER ORDER" means a written statement, request or order of the
Issuer which is signed in its name by the chairman of the Board of Directors,
the president or any vice president of the Issuer, and delivered to the Trustee.


                                      -3-
<PAGE>

         "LEGAL DEFEASANCE" shall have the meaning set forth in Section 10.2.

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

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

         "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

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

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Article Five.

         "OUTSTANDING" when used with reference to Securities, shall, subject to
the provisions of Section 7.4, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:

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

                  (b) Securities (other than Securities of any series as to
         which the provisions of Article Ten hereof shall not be applicable), or
         portions thereof, for the payment or redemption of which moneys or U.S.
         Government Obligations (as provided for in Section 10.1) in the
         necessary amount shall have been deposited in trust with the Trustee or
         with any paying agent (other than the Issuer) or shall have been set
         aside, segregated and held in trust by the Issuer for the Holders of
         such Securities (if the Issuer shall act as its own paying agent),
         provided that, if such Securities, or portions thereof, are to be
         redeemed prior to the maturity thereof, notice of such redemption shall
         have been given as herein provided, or provision satisfactory to the
         Trustee shall have been made for giving such notice; and


                                      -4-
<PAGE>

                  (c) Securities which shall have been paid or in substitution
         for which other Securities shall have been authenticated and delivered
         pursuant to the terms of Section 2.9 (except with respect to any such
         Security as to which proof satisfactory to the Trustee is presented
         that such Security is held by a Person in whose hands such Security is
         a legal, valid and binding obligation of the Issuer).

         In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Article Five.

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

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

         "PLACE OF PAYMENT", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

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

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

         "RECORD DATE" shall have the meaning set forth in Section 2.7.

         "REGISTERED GLOBAL SECURITY" means a Security evidencing all or a part
of a series of Registered Securities, issued to the Depositary for such series
in accordance with Section 2.4, and bearing the legend prescribed in Section 2.4
and any other legend required by the Depositary for such series.

         "REGISTERED SECURITY" means any Security registered on the Security
register of the Issuer.


                                      -5-
<PAGE>

         "RESPONSIBLE OFFICER", when used with respect to the Trustee of a
series of Securities, means any officer of the Trustee with direct
responsibility for the administration of the trust created by this Indenture.

         "SECURITIES ACT" shall have the meaning set forth in Section 1.1.

         "SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture or, as the case may be, Securities that have been
authenticated and delivered pursuant to this Indenture.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" of the Issuer within the meaning of Rule 1.02(w) of Regulation S-K
promulgated by the Commission as in effect on the date of this Indenture.

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

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

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

         "UNREGISTERED SECURITY" means any Security other than a Registered
Security.

         "U.S. GOVERNMENT OBLIGATIONS" means non-callable, non-payable bonds,
notes, bills or other similar obligations issued or guaranteed by the United
States government or any agency thereof the full and timely payment of which are
backed by the full faith and credit of the United States.

         "VICE PRESIDENT," when used with respect to the Issuer or the Trustee,
means any vice president, regardless of whether designated by a number or a word
or words added before or after the title "vice president."

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


                                      -6-
<PAGE>

                                  ARTICLE TWO
                                   SECURITIES

         SECTION 2.1. FORMS GENERALLY. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such establishment) or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture (but which do not affect the rights, duties or
immunities of the Trustee), as may be required to comply with any law or with
any rules or regulations pursuant thereto, or with any rules of any securities
exchange or to conform to general usage, all as may be determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

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

         SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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

                                           _________________________, as Trustee


                                           By_______________________________
                                                   Authorized Officer

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

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

                                           _________________________, as Trustee


                                           By______________________________
                                                 as Authenticating Agent



                                      -7-
<PAGE>

                                           By_______________________________
                                                   Authorized Signatory


         SECTION 2.3. AMOUNT UNLIMITED, ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series and the Securities
of each such series shall rank equally and PARI PASSU with the Securities of
each other series and with all other unsecured and unsubordinated debt of the
Issuer. There shall be established in one or more Board Resolutions, established
pursuant to but not set forth in a Board Resolution (but set forth in an
Officers' Certificate detailing such establishment) or established in one or
more indentures supplemental hereto, prior to the initial issuance of Securities
of any series,

                  (1) the designation of the Securities of the series, which
         shall distinguish the Securities of such series from the Securities of
         all other series, and which may be part of a series of Securities
         previously issued;

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or
         12.3);

                  (3) if other than Dollars, the coin, currency or currencies in
         which the Securities of the series are denominated (including, but not
         limited to, any composite currency, currency units, foreign currency or
         [EURO]s);

                  (4) the date or dates on which the principal of the Securities
         of the series is payable or the method of determination thereof;

                  (5) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which such interest
         shall accrue, on which such interest shall be payable, the terms and
         conditions of any deferral of interest and the additional interest, if
         any, thereon, the right, if any, of the Issuer to extend the interest
         payment periods and the duration of the extensions and (in the case of
         Registered Securities) the date or dates on which a record shall be
         taken for the determination of Holders to whom interest is payable
         and/or the method by which such rate or rates or date or dates shall be
         determined;

                  (6) the place or places where and the manner in which, the
         principal of, premium, if any, and any interest on Securities of the
         series shall be payable if other than as provided in Section 3.2;

                  (7) the right, if any, of the Issuer to redeem, purchase or
         repay Securities of the series, in whole or in part, at its option and
         the period or periods within which, or the date or dates on which, the
         price or prices at which, and any terms and conditions upon which


                                      -8-
<PAGE>

         Securities of the series may be so redeemed, purchased or repaid, in
         whole or in part, pursuant to any sinking fund or otherwise;

                  (8) the obligation, if any, of the Issuer to redeem, purchase
         or repay Securities of the series in whole or in part pursuant to any
         mandatory redemption, sinking fund or analogous provisions or at the
         option of a Holder thereof, and the price or prices at which and the
         period or periods within which or the date or dates on which and any
         terms and conditions upon which Securities of the series shall be
         redeemed, purchased or repaid, in whole or in part, pursuant to such
         obligation;

                  (9) the terms, if any, on which the Securities of such series
         will be subordinate to other debt of the Issuer;

                  (10) if other than denominations of $1,000 or [EURO] 1,000, as
         the case may be, and any integral multiple thereof in the case of
         Registered Securities, or $1,000 and $5,000, or [EURO] 1,000 and [EURO]
         5,000, in the case of Unregistered Securities, the denominations in
         which Securities of the series shall be issuable;

                  (11) the percentage of the principal amount at which the
         Securities will be issued, and, if other than 100% of the principal
         amount thereof, the portion of the principal amount of Securities of
         the series which shall be payable upon declaration of acceleration of
         the maturity thereof;

                  (12) if other than the coin, currency or currencies in which
         the Securities of the series are denominated, the coin, currency or
         currencies in which payment of the principal of or interest on the
         Securities of such series shall be payable, including composite
         currencies or currency units;

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

                  (14) if the amount of payments of principal of and interest on
         the Securities of the series may be determined with reference to an
         index or formula based on a coin, currency, composite currency or
         currency unit other than that in which the Securities of the series are
         denominated, the manner in which such amounts shall be determined;

                  (15) whether the Securities of the series will be issuable as
         Registered Securities (and if so, whether such Securities will be
         issuable as Registered Global Securities) or Unregistered Securities
         (with or without Coupons), or any combination of the foregoing, any
         restrictions applicable to the offer, sale or delivery of Unregistered
         Securities or the payment of interest thereon and, if other than as
         provided in Section 2.8, the terms upon which Unregistered Securities
         of any series may be exchanged for Registered Securities of such series
         and vice versa;

                  (16) whether and under what circumstances the Issuer will pay
         additional amounts on the Securities of the series held by a person who
         is not a U.S. person in


                                      -9-
<PAGE>

         respect of any tax, assessment or governmental charge withheld or
         deducted and, if so, whether the Issuer will have the option to redeem
         the Securities of the series rather than pay such additional amounts;

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

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

                  (19) any deletion from modification of or addition to the
         Events of Default, remedies or covenants with respect to the Securities
         of such series;

                  (20) whether the provisions of Section 10.1(C) will not be
         applicable to Securities of such series;

                  (21) any provision relating to the issuance of Securities of
         such series at an original issue discount;

                  (22) if the Securities of the series are to be convertible
         into or exchangeable for any other security or property of the Issuer
         or its subsidiaries, including, without limitation, securities of
         another Person held by the Issuer or its Affiliates and, if so, the
         terms thereof;

                  (23) if other than The Chase Manhattan Bank is to act as
         Trustee for the Securities of such series, the name and Corporate Trust
         Office of such Trustee; and

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

         All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officers' Certificate referred to above or as set
forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto. The foregoing Officers' Certificate may set forth
parameters, if any, of the above terms of any series of Securities, in
accordance with Section 2.4 below. The Issuer shall provide the Trustee with an
Issuer Order setting forth the particular terms of any particular Security of
any series.

         SECTION 2.4. AUTHENTICATION AND DELIVERY OF SECURITIES. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of, the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to


                                      -10-
<PAGE>

the Trustee and to such recipients as may be specified from time to time by an
Issuer Order. The maturity date, original issue date, interest rate, if any, and
any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such procedures
and agreed to by the Trustee, such Issuer Order may authorize authentication and
delivery pursuant to oral instructions from the Issuer or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In
authenticating the Securities of such series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and
(4) below only at or before the time of the first request of the Issuer to the
Trustee to authenticate Securities of such series) and (subject to Section 6.1)
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:

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

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

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

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

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


                                      -11-
<PAGE>

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

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

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

         In addition to the requirements of Section 8.4, if the authentication
and delivery relates to a new series of Securities created by an indenture
supplemental hereto, such Opinion of Counsel shall also state that all laws and
requirements with respect to the form and execution by the Issuer of the
supplemental indenture with respect to the series of Securities have been
complied with, the Issuer has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Issuer enforceable in
accordance with its terms.

         In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of New York and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be


                                      -12-
<PAGE>

counsel reasonably satisfactory to the Trustee, in which case the opinion shall
state that such counsel believes that both such counsel and the Trustee are
entitled so to rely. Such counsel may also state that, insofar as such opinion
involves factual matters, such counsel has relied, to the extent such counsel
deems proper, upon certificates of officers of the Issuer and its Subsidiaries
and certificates of public officials.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Issuer or if the Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would adversely affect the
Trustee's own rights, duties or immunities under the Securities, this Indenture
or otherwise.

         If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented by
an authorized representative of the Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein."

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

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


                                      -13-
<PAGE>

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

         SECTION 2.6. CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee or its Authenticating Agent upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

         SECTION 2.7. DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
$5,000, or [EURO] 1,000 and [EURO] 5,000, and any integral multiple thereof. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

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

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


                                      -14-
<PAGE>

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

         SECTION 2.8. REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will keep
at each office or agency to be maintained for the purpose as provided in Section
3.2 for each series of Registered Securities a register or registers in which,
subject to such reasonable regulations as it may prescribe, it will provide for
the registration of Registered Securities of each series and the registration of
transfer of Registered Securities of such series. Each such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection and available for copying by
the Trustee.

         Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate, if any, and original issue date in authorized denominations
for a like aggregate principal amount.

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

         At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the agency of the Issuer that shall be maintained for such purpose
in accordance with Section 3.2.

         The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer of Registered Securities. No service charge shall be
made for any such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

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


                                      -15-
<PAGE>

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

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

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

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

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

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


                                      -16-
<PAGE>

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

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

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

         Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as any of them may require to hold each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and the Trustee and any agent of the Issuer or
the Trustee evidence to the Trustee's satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any


                                      -17-
<PAGE>

and all other Securities of such series duly authenticated and delivered
hereunder. All Securities shall be held and owned upon the express condition
that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.

         SECTION 2.10. CANCELLATION OF SECURITIES; DISPOSITION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or
any agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee shall dispose of all cancelled
Securities in accordance with its standard procedures and shall deliver a
certificate of such disposition to the Company. If the Issuer or its agent shall
acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee or its agent for
cancellation.

         SECTION 2.11. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section 2.3.

         SECTION 2.12. CUSIP NUMBERS. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.


                                      -18-
<PAGE>

                                 ARTICLE THREE
                             COVENANTS OF THE ISSUER

         SECTION 3.1. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest, if any, on each of the Securities
at the place, at the respective times and in the manner provided in the
Securities.

         SECTION 3.2. OFFICES FOR NOTICES AND PAYMENTS, ETC. So long as any of
the Securities are Outstanding, the Issuer will maintain in each Place of
Payment, an office or agency where the Securities may be presented for payment,
an office or agency where the Securities may be presented for registration of
transfer and for exchange as provided in this Indenture, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as registrar and
paying agent and as the agent upon whom notices and demands may be served with
respect to the Securities.

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

         SECTION 3.4. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

         SECTION 3.5. PROVISION AS TO PAYING AGENT.(a) If the Issuer shall
appoint a paying agent other than the Trustee, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such paying agent
shall agree with the Trustee, subject to the provisions of this Section 3.5,

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


                                      -19-
<PAGE>

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

                  (3) that it will, 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.

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

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

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

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

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

         SECTION 4.1. ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each series:

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

                  (b) at such other times as the Trustee may request in writing,
         within 15 days after receipt by the Issuer of any such request,


                                      -20-
<PAGE>

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

         SECTION 4.2. PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS LISTS.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1, and (ii) received by it in the capacity of registrar
or paying agent for such series, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.

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

                  (i) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 4.2, or

                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series or of all Securities, as the case
         may be, whose names and addresses appear in the information preserved
         at the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 4.2, and as to the approximate cost of
         mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application.

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall


                                      -21-
<PAGE>

enter an order so declaring, the Trustee shall mail copies of such material to
all such Securityholders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

         (c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with the provisions of subsection (b)
of this Section 4.2, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under such subsection (b).

         SECTION 4.3. REPORTS BY THE ISSUER. The Issuer covenants:

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

         (b) to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations;

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

         (d) to furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his knowledge of the Issuer's compliance with
all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

         SECTION 4.4. REPORTS BY THE TRUSTEE.


                                      -22-
<PAGE>

         (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act of 1939 at the times and in the manner provided pursuant
thereto. To the extent that any such report is required by the Trust Indenture
Act of 1939 with respect to any 12 month period, such report shall cover the 12
month period ending May 15 and shall be transmitted by the next succeeding July
15.

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

                                  ARTICLE FIVE
                  REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
                               ON EVENT OF DEFAULT

         SECTION 5.1. EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT. "Event of Default" with respect to Securities of any series,
wherever used herein, means any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the Board Resolution or supplemental
indenture establishing such series of Securities or in the form of Security, for
such series and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) default in the payment of any installment of interest upon
         any of the Securities of such series as and when the same shall become
         due and payable, and continuance of such default for a period of 60
         days; PROVIDED that a valid extension of an interest payment period by
         the Issuer in accordance with the terms of such Securities shall not
         constitute a failure to pay interest; or

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

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

                  (d) failure on the part of the Issuer duly to observe or
         perform any other of the covenants or agreements on the part of the
         Issuer in the Securities of such series or contained in this Indenture
         (other than a covenant or agreement included in this Indenture solely
         for the benefit of a series of Securities other than such series) for a
         period of 90 days after the date on which written notice continued
         specifying such failure, stating that such notice is a "Notice of
         Default" hereunder and demanding that the Issuer remedy the same, shall
         have been given by registered or certified mail, return receipt
         requested, to


                                      -23-
<PAGE>

         the Issuer by the Trustee, or to the Issuer and the Trustee by the
         holders of at least 25% in aggregate principal amount of the
         Outstanding Securities of the series to which such covenant or
         agreement relates; or

                  (e) without the consent of the Issuer a court having
         jurisdiction in the premises shall enter a decree or order for relief
         in respect of the Issuer in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of the Issuer for any substantial
         part of its or their property or ordering the winding up or liquidation
         of its or their affairs, and such decree or order shall remain unstayed
         and in effect for a period of 60 consecutive days; or

                  (f) the Issuer shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of the Issuer or for any
         substantial part of its or their property, or make any general
         assignment for the benefit of creditors; or

                  (g) any other Event of Default provided in the supplemental
         indenture or Board Resolution under which such series of Securities is
         issued or in the form of Security for such series.

         If an Event of Default described in clause (a), (b) or (c) occurs and
is continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding hereunder
(each such series voting as a separate class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

         Except as otherwise provided in the terms of any series of Securities
pursuant to Section 2.3, if an Event of Default described in clause (d) or (g)
above with respect to all series of the Securities then Outstanding, occurs and
is continuing for a period of 60 days after the notice of the Event of Default,
then, and in each and every such case, unless the Principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of all of the
Securities then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all of the Securities then
Outstanding, and the interest accrued thereon, if any, to be due and payable
immediately, and upon such declaration, the same shall become immediately due
and payable. If an Event of Default described in clause (e) or (f) above occurs
and is continuing, then the principal amount of all the Securities then
Outstanding, and the


                                      -24-
<PAGE>

interest accrued thereon, if any, shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

         If an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Securities then Outstanding, then, and in each and every such case, except for
any series of Securities the principal of which shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

         The foregoing provisions are subject to the condition that if, at any
time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided,

                  (A) the Issuer shall pay or shall deposit with the Trustee a
         sum sufficient to pay

                           (i) all matured installments of interest upon all the
                  Securities of such series (or all the Securities, as the case
                  may be); and

                           (ii) the principal of any and all Securities of such
                  series (or of all the Securities, as the case may be) which
                  shall have become due otherwise than by acceleration; and

                           (iii) interest upon such principal and, to the extent
                  that payment of such interest is enforceable under applicable
                  law, on overdue installments of interest, at the same rate as
                  the rate of interest or Yield to Maturity (in the case of
                  Original Issue Discount Securities) specified in the
                  Securities of such series (or at the respective rates of
                  interest or Yields to Maturity of all the Securities, as the
                  case may be) to the date of such payment or deposit; and

                           (iv) all amounts payable to the Trustee pursuant to
                  Section 6.6; and

         (B) all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein,

then and in every such case the Holders of a majority, or any applicable
supermajority, in aggregate principal amount of all the Securities of such
series voting as a separate class (or all the Securities, as the case may be,
voting as a single class), then Outstanding, by written notice


                                      -25-
<PAGE>

to the Issuer and to the Trustee, may waive all defaults with respect to such
series (or with respect to all the Securities, as the case may be) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

         SECTION 5.2. COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 60 days, or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal and interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and such
other amount due the Trustee under Section 6.6 in respect of Securities of such
series.

         Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the Securities of such series be overdue.

         In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated, all the moneys adjudged or
decreed to be payable.

         In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities of any series then Outstanding under Title
11 of the United States Code or any


                                      -26-
<PAGE>

other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other similar judicial proceedings relative to the Issuer or other
obligor upon the Securities of such series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of such series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section,
shall be entitled and empowered, by intervention in such proceedings or
otherwise:

                  (a) to file and prove a claim or claims for the whole amount
         of principal and interest, if any, (or, if the Securities of any series
         are Original Issue Discount Securities, such portion of the principal
         amount as may be specified in the terms of such series) owing and
         unpaid in respect of the Securities of any series, and, in the case of
         any judicial proceedings, 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 payable to the Trustee under Section
         6.6) and of the Securityholders allowed in any judicial proceedings
         relative to the Issuer or other obligor upon the Securities, or to the
         creditors or property of the Issuer or such other obligor; and

                  (b) unless prohibited by applicable law and regulations, to
         vote on behalf of the holders of the Securities of any series in any
         election of a receiver, assignee, trustee or a standby trustee in
         arrangement, reorganization, liquidation or other bankruptcy or
         insolvency proceedings, custodian or other person performing similar
         functions in respect of any such proceedings; and

                  (c) to collect and receive any moneys or other property
         payable or deliverable on any such claims, and to distribute all
         amounts received with respect to the claims of the Securityholders and
         of the Trustee on their behalf; and any trustee, receiver, or
         liquidator, custodian or other similar official performing similar
         functions in respect of any such proceedings is hereby authorized by
         each of the Securityholders to make payments to the Trustee, and, in
         the event that the Trustee shall consent to the making of payments
         directly to the Securityholders, to pay to the Trustee its costs and
         expenses of collection and all other amounts due to it pursuant to
         Section 6.6.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be
awarded to the Trustee for


                                      -27-
<PAGE>

ratable distribution to the Holders of the Securities or Coupons appertaining to
such Securities in respect of which such action was taken, after payment of all
sums due to the Trustee under Section 6.6 in respect of such Securities.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities or Coupons appertaining to such Securities in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

         SECTION 5.3. APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
         series of Securities in respect of which monies have been collected,
         including all amounts due to the Trustee and each predecessor Trustee
         pursuant to Section 6.6 in respect to such series of Securities;

                  SECOND: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall not have become
         and be then due and payable, to the payment of interest on the
         Securities of such series in default in the order of the maturity of
         the installments on such interest, with interest (to the extent that
         such interest has been collected by the Trustee and is permitted by
         applicable law) upon the overdue installments of interest at the same
         rate as the rate of interest or Yield to Maturity (in the case of
         Original Issue Discount Securities) specified in such Securities, such
         payments to be made ratably to the persons entitled thereto, without
         discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such series for principal
         and interest, with interest upon the overdue principal, and (to the
         extent that such interest has been collected by the Trustee and is
         permitted by applicable law) upon the overdue installations of interest
         at the same rate as the rate of interest or Yield to Maturity (in the
         case of Original Issue Discount Securities) specified in the Securities
         of such series; and in case such moneys shall be insufficient to pay in
         full the whole amount so due and unpaid upon the Securities of such
         series, then to the payment of such principal and interest or Yield to
         Maturity, without preference or priority of principal over interest or
         Yield to Maturity, or of interest or Yield to Maturity over principal,
         or of any installment of interest over any other installment of
         interest or of any


                                      -28-
<PAGE>

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

                  FOURTH: To the payment of the remainder, if any, to the Issuer
         or any other person lawfully entitled thereto.

         SECTION 5.4. SUITS FOR ENFORCEMENTS. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         SECTION 5.5. RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

         SECTION 5.6. LIMITATIONS ON SUITS BY SECURITY HOLDERS. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture or such Security, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder or thereunder, unless (a) such Holder
previously shall have given to the Trustee written notice of an Event of Default
with respect to Securities of such series and of the continuance thereof, as
hereinbefore provided, and (b) the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding (treated as a
single class) shall have made written request upon the Trustee to institute such
action or proceedings in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and (c) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding, and (d)
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the Holder of every Security or Coupon with every other
Holder and the Trustee, that no one or more Holders of Securities of any series
or Coupons appertaining to such Securities shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture or any
Security to affect, disturb or prejudice the rights of any other such Holder of
Securities or Coupons appertaining to such Securities, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture or any Security, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
the applicable series and Coupons appertaining to such Securities. For the


                                      -29-
<PAGE>

protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

         SECTION 5.7. UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or Coupon on
or after the respective due dates expressed in such Security or Coupon or the
applicable redemption dates provided for in such Security, or to institute suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

         SECTION 5.8. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAVIER OF DEFAULT. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons 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.

         No delay or omission of the Trustee or of any Holder of Securities or
Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein. Every power and remedy given by this Indenture, any
Security or law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or, subject to Section 5.6, by the Holders of Securities or Coupons.

         SECTION 5.9. CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each such series voting as a separate class) at the time Outstanding shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this
Indenture; PROVIDED, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and PROVIDED, FURTHER,
that (subject to the provisions of Section 6.1) the Trustee shall have the right
to decline to follow any such direction if (a) the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken; or (b) if the Trustee by its board of directors, the
executive committee or a trust committee of directors or Responsible Officers of
the Trustee shall determine in good faith that the action or proceedings so
directed would involve the Trustee in personal liability; or (c) if the Trustee
in good faith shall so determine that the actions or forbearances specified in
or pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.


                                      -30-
<PAGE>

         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

         SECTION 5.10. WAIVER OF PAST DEFAULTS. Prior to the declaration of
acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively,
and such default shall cease to exist and be deemed to have been cured and not
to have occurred for purposes of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

         SECTION 5.11. TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the occurrence of
a default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee (i) if any
Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in The Wall Street Journal in the Borough
of Manhattan, The City of New York and (ii) to all Holders of Securities of such
series in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, unless in each case such defaults shall have been cured before
the mailing or publication of such notice (the term "default" for the purpose of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
PROVIDED that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

         SECTION 5.12. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any Security or
Coupon 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, 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 Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising


                                      -31-
<PAGE>

under clause (d) or (g) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding) or (e) or (f) of Section 5.1, 10% in aggregate
principal amount of all Securities then Outstanding, or to any suit instituted
by any Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

                                  ARTICLE SIX
                             CONCERNING THE TRUSTEE

         SECTION 6.1. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

                  (a) prior to the occurrence of an Event of Default with
         respect to the Securities of any series and after the curing or waiving
         of all such Events of Default with respect to such series which may
         have occurred:

                           (i) the duties and obligations of the Trustee with
                  respect to the Securities of any series shall be determined
                  solely by the express provisions of this Indenture, and the
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

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

                  (b) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee, unless it shall be proved that the Trustee was negligent
         in ascertaining the pertinent facts; and

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders pursuant to Section 5.9 or any other Section
         permitting the direction of the Holders relating to the


                                      -32-
<PAGE>

         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

         SECTION 6.2. CERTAIN RIGHTS OF THE TRUSTEE. SUBJECT TO SECTION 6.1:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officers' Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;

         (b) any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a Board Resolution;

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

         (d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Section 5.9), unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

         (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; PROVIDED that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this


                                      -33-
<PAGE>

Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Issuer upon demand;

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

         (h) the Trustee shall not be charged with knowledge of any default or
Event of Default with respect to a series of Securities unless either (i) a
Responsible Officer of the Trustee assigned to the Corporate Trust Office of the
Trustee (or any successor division or department of the Trustee) shall have
actual knowledge of such default or Event of Default or (ii) written notice of
such default or Event of Default shall have been given to the Trustee by the
Issuer or any other obligor on such series of Securities or by any Holder of
Securities of such series in accordance with the notice requirements set forth
in Section 11.4.

         SECTION 6.3. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

         SECTION 6.4. TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

         SECTION 6.5. MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

         SECTION 6.6. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed to in
writing between the Issuer and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture


                                      -34-
<PAGE>

(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Issuer also covenants to indemnify the Trustee and each
predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based on
the income of the Trustee), incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this Indenture or the trusts hereunder and its duties hereunder, including the
costs and expenses of defending itself against or investigating any claim or
liability in the premises. The obligations of the Issuer under this Section 6.6
to compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section 5.1
or in connection with Article Five hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for the
service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law. The provisions of this Section 6.6
shall survive the resignation or removal of the Trustee and the termination of
this Indenture.

         SECTION 6.7. RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 6.8. QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS. This
Indenture shall always have a Trustee who satisfies the requirements of Section
310(a)(1) of the Trust Indenture Act of 1939. The Trustee shall have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with Section
310(b) of the Trust Indenture Act of 1939 regarding disqualification of a
trustee upon acquiring a conflicting interest.

         SECTION 6.9. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE; DIFFERENT
TRUSTEES FOR DIFFERENT SERIES. The Trustee for each series of Securities
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any state or the District of
Columbia having a combined capital and surplus of at least $25,000,000, and
which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal, state or District of Columbia
authority, or a corporation or other Person permitted to act as trustee by the
Commission. If such corporation or other Person publishes reports of condition
at least annually, pursuant to law or to the


                                      -35-
<PAGE>

requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
or other Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. No obligor upon the
Securities or any Affiliate of such obligor shall serve as trustee upon the
Securities. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.9, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         A different Trustee may be appointed by the Issuer for each series of
Securities prior to the issuance of such Securities. If the initial Trustee for
any series of Securities is to be a trustee other than The Chase Manhattan Bank,
the Issuer and such Trustee shall, prior to the issuance of such Securities,
execute and deliver an indenture supplemental hereto, which shall provide for
the appointment of such Trustee as Trustee for the Securities of such series and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

         SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

                  (i) the Trustee shall fail to comply with the provisions of
         Section 6.8 with respect to any series of Securities after written
         request therefor by the Issuer or by any Securityholder who has been a
         BONA FIDE Holder of a Security or Securities of such series for at
         least six months; or

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


                                      -36-
<PAGE>

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

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Article
Five, any Securityholder who has been a BONA FIDE Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Securityholders. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
delivery of such evidence of removal, the Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a BONA FIDE Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 5.12, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

         SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all


                                      -37-
<PAGE>

instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 6.6.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

         No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

         Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuer fails
to give such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.

         SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any 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 (including the trust created by this Indenture), shall
be the successor of the Trustee hereunder, provided that such Person shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; PROVIDED, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any


                                      -38-
<PAGE>

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

         SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.

         SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a Person organized and doing business
under the laws of the United States of America or of any state or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $25,000,000 (determined as
provided in Section 6.9 with respect to the Trustee) and subject to supervision
or examination by federal or state authority.

         Any Person into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any Person succeeding to the corporate agency business
(including the authenticating agency contemplated by this Indenture) of any
Authenticating Agent, shall continue to be the Authenticating Agent with respect
to all series of Securities for which it served as Authenticating Agent without
the execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign by giving written notice of
resignation to the Trustee and to the Issuer. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Issuer.

         Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The


                                      -39-
<PAGE>

Issuer agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it as
such at the direction of the Trustee.

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

                                 ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

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

         SECTION 7.2. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

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

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

         SECTION 7.3. HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the Person in
whose name any Registered Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and, subject to the provisions of this Indenture, interest, if
any, on such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

         SECTION 7.4. SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any


                                      -40-
<PAGE>

or all series have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Issuer or any other obligor on the
Securities with respect to which such determination is being made or by any
Affiliate of the Issuer or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which a Responsible Officer of
the Trustee knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Issuer or
any other obligor upon the Securities or any Affiliate of the Issuer or any
other obligor on the Securities. In case of a dispute as to such right, the
advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. Upon request of the Trustee, the
Issuer shall furnish to the Trustee promptly an Officers' Certificate listing
and identifying all Securities, if any, known by the Issuer to be owned or held
by or for the account of any of the above-described Persons; and, subject to
Sections 6.1 and 6.2, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of
any such determination.

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

         SECTION 7.6. RECORD DATE FOR CONSENTS AND WAIVERS. The Issuer may, but
shall not be obligated to, establish a record date for the purpose of
determining the Persons entitled to (i) waive any past default with respect to
the Securities of such series in accordance with Section 5.10 of the Indenture,
(ii) consent to any supplemental indenture in accordance with Section 8.2 of the
Indenture or (iii) waive compliance with any term, condition or provision of any
covenant hereunder. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and any such Persons, shall be entitled to
waive any such past default, consent to any such supplemental indenture or waive
compliance with any such term, condition or provision, whether or not such
Holder remains a Holder after such record date; provided, however, that unless
such waiver or consent is obtained from the Holders, or duly designated proxies,
of the


                                      -41-
<PAGE>

requisite principal amount of Outstanding Securities of such series prior to the
date which is the 120th day after such record date, any such waiver or consent
previously given shall automatically and, without further action by any Holder
be cancelled and of no further effect.

                                 ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

         SECTION 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a Board Resolution (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Officers' Certificate), and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for one or more of the following
purposes:

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

                  (b) to evidence the succession of another Person to the
         Issuer, or successive successions, and the assumption by the successor
         Person of the covenants, agreements and obligations of the Issuer
         pursuant to Article Nine;

                  (c) to add to the covenants of the Issuer such further
         covenants, restrictions, conditions or provisions as the Issuer and the
         Trustee shall consider to be for the protection of the Holders of all
         or any series of Securities (and if such covenants, restrictions,
         conditions or provisions are to be for the protection of less than all
         series of Securities, stating that the same are expressly being
         included solely for the protection of such series), and to make the
         occurrence, or the occurrence and continuance, of a default in any such
         additional covenants, restrictions, conditions or provisions an Event
         of Default permitting the enforcement of all or any of the several
         remedies provided in this Indenture as herein set forth; PROVIDED,
         HOWEVER, that in respect of any such additional covenant, restriction,
         condition or provision such supplemental indenture may provide for a
         particular period of grace after default (which period may be shorter
         or longer than that allowed in the case of other defaults) or may
         provide for an immediate enforcement upon such an Event of Default or
         may limit the remedies available to the Trustee upon such an Event of
         Default or may limit the right of the Holders of a majority in
         aggregate principal amount of the Securities of such series to waive
         such an Event of Default;

                  (d) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make any other provisions as
         the Issuer may deem necessary or desirable, PROVIDED, HOWEVER, that no
         such provisions shall materially adversely affect the interests of the
         Holders of the Securities;

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


                                      -42-
<PAGE>

                  (f) to provide for the issuance of Securities of any series in
         coupon form (including Securities registrable as to principal only) and
         to provide for exchangeability of such Securities for the Securities
         issued hereunder in fully registered form and to make all appropriate
         changes for such purpose;

                  (g) 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 of 1939,
         or under any similar federal statute hereafter enacted, and to add to
         this Indenture such other provisions as may be expressly permitted by
         the Trust Indenture Act of 1939, EXCLUDING, HOWEVER, the provisions
         referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 as
         in effect at the date as of which this instrument was executed or any
         corresponding provision provided for in any similar federal statute
         hereafter enacted;

                  (h) to evidence and provide for the acceptance of appointment
         hereunder of a Trustee other than The Chase Manhattan Bank as Trustee
         for a series of Securities and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 6.9 hereof;

                  (i) subject to Section 8.2 hereof, to add to or modify the
         provisions hereof as may be necessary or desirable to provide for the
         denomination of Securities in foreign currencies which shall not
         adversely affect the interests of the Holders of the Securities in any
         material respect;

                  (j) to modify the covenants or Events of Default of the Issuer
         solely in respect of, or add new covenants or Events of Default of the
         Issuer that apply solely to, Securities not Outstanding on the date of
         such supplemental indenture; and

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

         The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities then
Outstanding, notwithstanding any of the provisions of Section 8.2.

         SECTION 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in


                                      -43-
<PAGE>

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

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

         Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Officers'
Certificate) certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders of the
Securities as aforesaid and other documents, if any, required by Section 7.1,
the Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may at its discretion, but shall not be obligated to, enter into such
supplemental indenture.


                                      -44-
<PAGE>

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

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuer (or the Trustee at the request and expense of the Issuer) shall give
notice thereof to the Holders of then Outstanding Securities of each series
affected thereby, as provided in Section 11.4. Any failure of the Issuer to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

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

         SECTION 8.4. DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture and that all conditions precedent to the
execution and delivery of such supplemental indenture have been satisfied.

         SECTION 8.5. NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

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

         SECTION 9.1. ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. Subject to
the provisions of Section 9.2, nothing contained in this Indenture or in any of
the Securities shall prevent any consolidation or merger of the Issuer with or
into any other Person or Persons (whether or not affiliated with the Issuer), or
successive consolidations or mergers in which the Issuer or its successor or
successors shall be a party or parties, or shall prevent any sale, lease,
exchange or other disposition of all or substantially all the property and
assets of the Issuer to any other Person (whether or not affiliated with the
Issuer) authorized to acquire and operate the same; provided, however, and the
Issuer hereby covenants and agrees, that any such


                                      -45-
<PAGE>

consolidation, merger, sale, lease, exchange or other disposition shall be upon
the conditions that (a) immediately after giving effect to such consolidation,
merger, sale, lease, exchange or other disposition of the Person (whether the
Issuer or such other Person) formed by or surviving any such consolidation or
merger, or to which such sale, lease, exchange or other disposition shall have
been made, 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; (b) the Person (if other than the Issuer) formed by or surviving any
such consolidation or merger, or to which such sale, lease, exchange or other
disposition shall have been made, shall be a corporation, limited liability
company or partnership organized under the laws of the United States of America,
any state thereof or the District of Columbia; and (c) the due and punctual
payment of the principal of and interest, if any, on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Issuer, shall be expressly assumed, by supplemental indenture satisfactory in
form to the Trustee executed and delivered to the Trustee, by the Person (if
other than the Issuer) formed by such consolidation, or into which the Issuer
shall have been merged, or by the Person which shall have acquired or leased
such property.

         SECTION 9.2. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any
such consolidation or merger or any sale, conveyance or lease of all or
substantially all of the property of the Issuer and upon the assumption by the
successor Person, by supplemental indenture executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of, premium, if any, and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, such successor
Person shall succeed to and be substituted for the Issuer, with the same effect
as if it had been named herein as the party of the first part, and the Issuer
(including any intervening successor to the Issuer which shall have become the
obligor hereunder) shall be relieved of any further obligation under this
Indenture and the Securities; provided, however, that in the case of a sale,
lease, exchange or other disposition of the property and assets of the Issuer
(including any such intervening successor), the Issuer (including any such
intervening successor) shall continue to be liable on its obligations under this
Indenture and the Securities to the extent, but only to the extent, of liability
to pay the principal of, premium, if any, and interest, if any, on the
Securities at the time, places and rate prescribed in this Indenture and the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of the Issuer, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
Person instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor Person thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

         In case of any such consolidation or merger or any sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Issuer, such changes in


                                      -46-
<PAGE>

phraseology and form (but not in substance) may be made in the Securities,
thereafter to be issued, as may be appropriate.

         SECTION 9.3. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee,
subject to Sections 6.1 and 6.2, shall receive an Officers' Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition and any such assumption complies with
the provisions of this Article Nine.

                                  ARTICLE TEN
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 10.1. OPINION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE. The Issuer may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 10.2 or 10.3 hereof applied to all Outstanding Securities upon
compliance with the conditions set forth below in this Article Ten.

         SECTION 10.2. LEGAL DEFEASANCE AND DISCHARGE. Upon the Issuer's
exercise under Section 10.01 hereof of the option applicable to this Section
10.2, the Issuer shall, subject to the satisfaction of the conditions set forth
in Section 10.4 hereof, be deemed to have been discharged from its obligations
with respect to all Outstanding Securities on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Issuer shall be deemed to have paid and discharged the
entire Indebtedness represented by the Outstanding Securities, which shall
thereafter be deemed to be Outstanding only for the purposes of Section 10.5
hereof and the other Sections of this Indenture referred to in clauses (a) and
(b) below, and to have satisfied all of its obligations under such Securities
and this Indenture (and the Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments delivered to it by the Issuer
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
Outstanding Securities to receive payments in respect of the principal of,
premium, if any, and interest on such Securities when such payments are due from
the trust referred to below; (b) the Issuer's obligations with respect to the
Securities concerning mutilated, destroyed, lost or stolen Securities and the
maintenance of an office or agency for payment and money for security payments
held in trust; (c) the rights, powers, trusts, duties and immunities of the
Trustee, and the Issuer's obligations in connection therewith; and (d) the Legal
Defeasance provisions of this Indenture. Subject to compliance with this Article
Ten, the Issuer may exercise its option under this Section 10.2 notwithstanding
the prior exercise of its option under Section 10.3 hereof.

         SECTION 10.3. COVENANT DEFEASANCE. Upon the Issuer's exercise under
Section 10.1 hereof of the option applicable to this Section 10.3, the Issuer
shall, subject to the satisfaction of the conditions set forth in Section 10.4
hereof, be released from its obligations under the covenants contained in
Article Nine and to the extent described in the applicable supplemental
indenture, with respect to any series of Securities, with respect to the
Outstanding Securities on and after the date the conditions set forth in Section
10.4 are satisfied (hereinafter, "Covenant Defeasance"), and the Securities
shall thereafter be deemed not Outstanding for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all


                                      -47-
<PAGE>

other purposes hereunder (it being understood that such Securities shall not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the Outstanding Securities, the Issuer
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 5.1 hereof, but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.
In addition, upon the Issuer's exercise under Section 10.1 hereof of the option
applicable to this Section 10.3, subject to the satisfaction of the conditions
set forth in Section 10.4 hereof, Sections 5.1(e) and 5.1(f) hereof shall not
constitute Events of Default or defaults hereunder.

         SECTION 10.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE. The following
shall be the conditions to the application of either Section 10.2 or 10.3 hereof
to the Outstanding Securities:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Issuer must irrevocably deposit, or cause to be
deposited, with the Trustee, in trust, for the benefit of the Holders of the
Securities, cash in U.S. dollars, U.S. Government Obligations, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay, without reinvestment,
the principal of, premium, if any, and interest on the Outstanding Securities on
the stated maturity thereof or on the applicable redemption date, as the case
may be, and the Issuer must specify whether the Securities are being defeased to
maturity or to a particular redemption date;

                  (b) in the case of Legal Defeasance, the Issuer must deliver
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Issuer has received from, or there has been published by,
the Internal Revenue Service a ruling, or there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the Outstanding Securities will not recognize income, gain or loss for United
States federal income tax purposes as a result of such Legal Defeasance, and
will be subject to United States 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;

                  (c) in the case of Covenant Defeasance, the Issuer must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders of the Outstanding Securities will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such Covenant Defeasance, and such Holders will be subject to United
States 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;

                  (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of


                                      -48-
<PAGE>

funds to be applied to such deposit) or insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit;

                  (e) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Issuer or any
of its Restricted Subsidiaries is a party or by which the Issuer or any of its
Restricted Subsidiaries is bound;

                  (f) the Issuer must deliver to the Trustee an Officers'
Certificate stating that the deposit was not made by the Issuer with the intent
of preferring the Holders of the Securities over other creditors of the Issuer,
or with the intent of defeating, hindering, delaying or defrauding creditors of
the Issuer or others;

                  (g) the Issuer must deliver to the Trustee an Officers'
Certificate and an opinion of Counsel in the United States reasonably acceptable
to the Trustee, each stating that the conditions precedent provided for or
relating to Legal Defeasance or Covenant Defeasance, as applicable, in the case
of the Officer's Certificate, in clauses (a) through (f) and, in the case of the
opinion of Counsel, in clauses (b) and (c) of this paragraph, have been complied
with.

         SECTION 10.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to Section 10.6 hereof, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively, and solely for purposes
of this Section 10.5, the "Trustee") pursuant to Section 10.4 hereof in respect
of the outstanding Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

         The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations deposited pursuant to Section 10.4 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
Outstanding Securities.

         Anything in this Article Ten to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the request of
the Issuer any money or non-callable U.S. Government Obligations held by it as
provided in Section 10.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 10.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

         SECTION 10.6. REPAYMENT TO ISSUER. Any money deposited with the Trustee
or any Paying Agent, or then held by the Issuer, in trust for the payment of the
principal of, premium or


                                      -49-
<PAGE>

interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Issuer on its request or (if then held by the Issuer) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured creditor, look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Issuer cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer.

         SECTION 10.7. REINSTATEMENT. If the Trustee or Paying Agent is unable
to apply any money or non-callable U.S. Government Obligations in accordance
with Section 10.2 or 10.3 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 10.2 or 10.3 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 10.2 or 10.3 hereof, as the case may be; provided, however, that,
if the Issuer makes any payment of principal of, premium, if any, or interest on
any Security following the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

         SECTION 10.8. SURVIVAL. The Trustee's rights under this Article Ten
shall survive termination of this Indenture.

         SECTION 10.9. SATISFACTION AND DISCHARGE OF INDENTURE. If at any time
(a) the Issuer shall have paid or caused to be paid the principal of, premium,
if any, and interest, if any, on all the Securities Outstanding (other than
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the Trustee
for cancellation all Securities theretofore authenticated (other than Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9); and if, in any such case, the Issuer shall also pay
or cause to be paid all other sums payable hereunder by the Issuer (including
all amounts, payable to the Trustee pursuant to Section 6.6), then this
Indenture shall cease to be of further effect, and the Trustee, on demand of the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent relating to the satisfaction and discharge
contemplated by this provision have been complied with, and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging such
satisfaction and discharging this Indenture. The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred,
and to compensate the Trustee for any services thereafter reasonably and
properly rendered, by the Trustee in connection with this Indenture or the
Securities.


                                      -50-
<PAGE>

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. PARTNERS, INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer, or any partner of the Issuer or of
any successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

         SECTION 11.2. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND HOLDERS OF SECURITIES. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities,
any legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

         SECTION 11.3. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

         SECTION 11.4. NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
SECURITIES. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
Citizens Communications Company, 3 High Ridge Park, Stamford, Connecticut 06905.
Any notice, direction, request or demand by the Issuer or any Holder of
Securities to or upon the Trustee shall be deemed to have been sufficiently
given or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Trustee is filed by the Trustee with the Issuer) to The Chase Manhattan Bank,
450 W. 33rd Street, New York, New York 10001, [attention: Institutional Trust
Services (Citizens Communications Company [specify series of Securities])].

         Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


                                      -51-
<PAGE>

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

         SECTION 11.5. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
or as required pursuant to the Trust Indenture Act of 1939, the Issuer shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

         Each certificate or opinion provided for in this Indenture (other than
a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based, (c) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or not such covenant or condition has been complied with, and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has
been complied with.

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

         Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.


                                      -52-
<PAGE>

         Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

         SECTION 11.6. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, premium,
if any, or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, purchase or repayment, and, in the
case of payment, no interest shall accrue for the period after such date.

         SECTION 11.7. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to this Indenture by virtue of the provisions
of the Trust Indenture Act of 1939, such required or deemed provision shall
control.

         SECTION 11.8. GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

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

         SECTION 11.10. EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 12.1. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified, as contemplated by Section 2.3 for
Securities of such series.

         SECTION 12.2. NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear in the
Security register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a


                                      -53-
<PAGE>

whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

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

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

         On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the Trustee
or with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.5) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest, if any, to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 45 days prior to the date fixed for
redemption (unless a shorter notice period shall be satisfactory to the Trustee)
an Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers' Certificate stating that such restriction has been
complied with.

         If less than all the Securities of a series are to be redeemed, the
Trustee, within 10 Business Days after the Issuer gives written notice to the
Trustee that such redemption is to occur, shall select, in such manner as it
shall deem appropriate and fair, Securities of such series to be redeemed.
Notice of the redemption shall be given only after such selection has been made.
Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee
shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.


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<PAGE>

         SECTION 12.3. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as provided by this Article Twelve, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest, if any accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest, if
any, accrued to said date) interest, if any (or, in the case of Original Issue
Discount Securities, original issue discount), on the Securities or portions of
Securities so called for redemption shall cease to accrue, and such Securities
shall cease from and after the date fixed for redemption (unless an earlier date
shall be specified in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established)
except as provided in Sections 6.5 and 10.4, to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest, if any, to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in
said notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest, if any, accrued thereon to the date fixed for redemption; provided
that payment of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof.

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

         Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, and of like tenor, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.

         SECTION 12.4. EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer, or (b) a Person specifically identified in such written statement as an
Affiliate of the Issuer.

         SECTION 12.5. MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment," and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."


                                      -55-
<PAGE>

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

         On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officers' Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such series and the basis for such credit, (b) stating that none of the
Securities of such series to be so credited has theretofore been so credited,
(c) stating that no defaults in the payment of interest or Events of Default
with respect to such series have occurred (which have not been waived or cured
or otherwise ceased to exist) and are continuing, and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officers' Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officers' Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day, to deliver such Officers'
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such series in respect
thereof, and (ii) that the Issuer will make no optional sinking fund payment
with respect to such series as provided in this Section 12.5.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000, or a lesser sum if the Issuer shall so request with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a


                                      -56-
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sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Issuer, or the Trustee, in the name and at the expense
of the Issuer (if the Issuer shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest, if any, on, the
Securities of such series at maturity.

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

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

                            [signature page follows]







                                      -57-
<PAGE>

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

                                  CITIZENS COMMUNICATIONS COMPANY, as Issuer



                                  By: /s/ Donald B. Armour
                                      ------------------------------------------
                                  Name: Donald B. Armour
                                  Title: Vice President Finance and Treasurer




                                  THE CHASE MANHATTAN BANK, as Trustee


                                  By: /s/ James D. Heaney
                                      ------------------------------------------
                                  Name: James D. Heaney
                                  Title: Authorized Officer







                                      -58-