<PAGE>

                                                                     EXHIBIT 4.2


                         SBA COMMUNICATIONS CORPORATION

                                       TO

                                _______________
                                   ---------


                                   Indenture

                         Dated as of ____________, 2000


                                   ---------
<PAGE>

<TABLE>
<S>                                                                                              <C>
ARTICLE One         Definitions and Other Provisions...........................................   1
   Section 101    Definitions..................................................................   1
   Section 102    Compliance Certificates and Opinions.........................................  12
   Section 103    Form of Documents Delivered to Trustee.......................................  12
   Section 104    Acts of Holders; Record Dates................................................  13
   Section 105    Notices, Etc., to Trustee and Company........................................  15
   Section 106    Notice to Holders; Waiver....................................................  15
   Section 107    Conflict with Trust Indenture Act............................................  15
   Section 108    Effect of Headings and Table of Contents.....................................  16
   Section 109    Successors and Assigns.......................................................  16
   Section 110    Separability Clause..........................................................  16
   Section 111    Benefits of Indenture........................................................  16
   Section 112    Governing Law................................................................  16
   Section 113    Legal Holidays...............................................................  16

ARTICLE Two         Security Forms.............................................................  17
   Section 201    Forms Generally..............................................................  17
   Section 202    Form of Face of Security.....................................................  17
   Section 203    Form of Reverse of Security..................................................  19
   Section 204    Form of Legend for Global Securities.........................................  23
   Section 205    Form of Trustee's Certificate of Authentication..............................  23

ARTICLE Three        The Securities............................................................  24
   Section 301    Amount Unlimited; Issuable in Series.........................................  24
   Section 302    Denominations................................................................  26
   Section 303    Execution, Authentication, Delivery and Dating...............................  27
   Section 304    Temporary Securities.........................................................  28
   Section 305    Registration, Registration of Transfer and Exchange..........................  29
   Section 306    Mutilated, Destroyed, Lost and Stolen Securities.............................  30
   Section 307    Payment of Interest; Interest Rights Preserved...............................  31
   Section 308    Persons Deemed Owners........................................................  32
   Section 309    Cancellation.................................................................  32
   Section 310    Computation of Interest......................................................  33

ARTICLE Four         Satisfaction and Discharge................................................  33
   Section 401    Satisfaction and Discharge of Indenture......................................  33
   Section 402    Application of Trust Money...................................................  34

ARTICLE Five         Remedies..................................................................  34
   Section 501    Events of Default............................................................  34
   Section 502    Acceleration of Maturity; Rescission and Annulment...........................  36
   Section 503    Collection of Indebtedness and Suits for Enforcement by Trustee..............  37
   Section 504    Trustee May File Proofs of Claim.............................................  37
</TABLE>
<PAGE>

                               Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                             <C>
   Section 505    Trustee May Enforce Claims Without Possession of Securities..................   38
   Section 506    Application of Money Collected...............................................   38
   Section 507    Limitation on Suits..........................................................   39
   Section 508    Unconditional Right of Holders to Receive Principal, Premium and Interest....   39
   Section 509    Restoration of Rights and Remedies...........................................   39
   Section 510    Rights and Remedies Cumulative...............................................   40
   Section 511    Delay or Omission Not Waiver.................................................   40
   Section 512    Control by Holders...........................................................   40
   Section 513    Waiver of Past Defaults......................................................   40
   Section 514    Undertaking for Costs........................................................   41
   Section 515    Waiver of Usury, Stay or Extension Laws......................................   41

ARTICLE Six         The Trustee................................................................   41
   Section 601    Certain Duties and Responsibilities..........................................   41
   Section 602    Notice of Defaults...........................................................   42
   Section 603    Certain Rights of Trustee....................................................   42
   Section 604    Not Responsible for Recitals or Issuance of Securities.......................   43
   Section 605    May Hold Securities..........................................................   43
   Section 606    Money Held in Trust..........................................................   43
   Section 607    Compensation and Reimbursement...............................................   43
   Section 608    Conflicting Interests........................................................   44
   Section 609    Corporate Trustee Required; Eligibility......................................   44
   Section 610    Resignation and Removal; Appointment of Successor............................   44
   Section 611    Acceptance of Appointment by Successor.......................................   46
   Section 612    Merger, Conversion, Consolidation or Succession to Business..................   47
   Section 613    Preferential Collection of Claims Against Company............................   47
   Section 614    Appointment of Authenticating Agent..........................................   47

ARTICLE Seven       Holders' Lists and Reports by Trustee and Company..........................   49
   Section 701    Company to Furnish Trustee Names and Addresses of Holders ...................   49
   Section 702    Preservation of Information; Communications to Holders.......................   49
   Section 703    Reports by Trustee...........................................................   50
   Section 704    Reports by Company...........................................................   50

ARTICLE Eight       Consolidation, Merger, Conveyance, Transfer or Lease.......................   50
   Section 801    Company May Consolidate, Etc., Only on Certain Terms.........................   50
   Section 802    Successor Substituted........................................................   51

ARTICLE Nine        Supplemental Indentures....................................................   51
   Section 901    Supplemental Indentures Without Consent of Holders...........................   51
   Section 902    Supplemental Indentures With Consent of Holders..............................   53
   Section 903    Execution of Supplemental Indentures.........................................   54
</TABLE>
<PAGE>

                               Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                 Page
<S>                                                                                              <C>
   Section 904    Effect of Supplemental Indentures............................................    54
   Section 905    Conformity with Trust Indenture Act..........................................    54
   Section 906    Reference in Securities to Supplemental Indentures...........................    54

ARTICLE Ten         Covenants..................................................................    54
   Section 1001   Payment of Principal, Premium and Interest...................................    54
   Section 1002   Maintenance of Office or Agency..............................................    55
   Section 1003   Money for Securities Payments to Be Held in Trust............................    55
   Section 1004   Statement by Officers as to Default..........................................    56
   Section 1005   Existence....................................................................    56
   Section 1006   Maintenance of Properties....................................................    57
   Section 1007   Payment of Taxes and Other Claims............................................    57
   Section 1008   Maintenance of Insurance.....................................................    57
   Section 1009   Waiver of Certain Covenants..................................................    57

ARTICLE Eleven      Redemption of Securities...................................................    58
   Section 1101   Applicability of Article.....................................................    58
   Section 1102   Election to Redeem; Notice to Trustee........................................    58
   Section 1103   Selection by Trustee of Securities to Be Redeemed............................    58
   Section 1104   Notice of Redemption.........................................................    59
   Section 1105   Deposit of Redemption Price..................................................    60
   Section 1106   Securities Payable on Redemption Date........................................    60
   Section 1107   Securities Redeemed in Part..................................................    60

ARTICLE Twelve      Sinking Funds..............................................................    61
   Section 1201   Applicability of Article.....................................................    61
   Section 1202   Satisfaction of Sinking Fund Payments with Securities........................    61
   Section 1203   Redemption of Securities for Sinking Fund....................................    61

ARTICLE Thirteen    Defeasance and Covenant Defeasance.........................................    62
   Section 1301   Company's Option to Effect Defeasance or Covenant Defeasance.................    62
   Section 1302   Defeasance and Discharge.....................................................    62
   Section 1303   Covenant Defeasance..........................................................    62
   Section 1304   Conditions to Defeasance or Covenant Defeasance..............................    63
   Section 1305   Deposited Money and U.S. Government Obligations to Be Held in Trust;
                  Miscellaneous Provisions.....................................................    65
   Section 1306   Reinstatement................................................................    66

ARTICLE Fourteen    Subordination of Securities................................................    66
   Section 1401   Securities Subordinate to Senior Debt........................................    66
   Section 1402   Payment Over of Proceeds Upon Dissolution, Etc...............................    66
   Section 1403   No Payment When Senior Debt in Default.......................................    67
   Section 1404   Payment Permitted If No Default..............................................    69
   Section 1405   Subrogation to Rights of Holders of Senior Debt..............................    69
</TABLE>
<PAGE>

                               Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                 Page
   <S>                                                                                           <C>
   Section 1406   Provisions Solely to Define Relative Rights..................................    69
   Section 1407   Trustee to Effectuate Subordination..........................................    70
   Section 1408   No Waiver of Subordination Provisions........................................    70
   Section 1409   Notice to Trustee............................................................    70
   Section 1410   Reliance on Judicial Order or Certificate of Liquidating Agent...............    71
   Section 1411   Trustee Not Fiduciary for Holders of Senior Debt.............................    71
   Section 1412   Rights of Trustee as Holder of Senior Debt; Preservation of
                   Trustee's Rights.............................................................   71
   Section 1413   Article Applicable to Paying Agents...........................................   72
   Section 1414   Defeasance of this Article Fourteen...........................................   72
</TABLE>

                                      iv
<PAGE>

Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

Trust Indenture Act Section                                    Indenture Section
ss.310(a)(1)..................................................               609
  (a)(2)......................................................               609
   (a)(3).....................................................    Not Applicable
   (a)(4).....................................................    Not Applicable
   (b)........................................................               608
ss.311(a).....................................................               613
   (b)........................................................               613
ss.312(a).....................................................               701
   (b)........................................................               702
   (c)........................................................               702
ss.313(a).....................................................               703
   (b)........................................................               703
   (c)........................................................               703
   (d)........................................................               703
ss.314(a).....................................................               704
   (a)(4).....................................................               101
   (b)........................................................    Not Applicable
   (c)(1).....................................................               102
   (c)(2).....................................................               102
   (c)(3).....................................................    Not Applicable
   (d)........................................................    Not Applicable
   (e)........................................................               102
ss.315(a).....................................................               601
   (b)........................................................               602
   (c)........................................................               601
   (d)........................................................               601
   (e)........................................................               514
ss.316(a).....................................................               101
   (a)(1)(A)..................................................               502
   (a)(1)(B)..................................................               513
   (a)(2).....................................................    Not Applicable
   (b)........................................................               508
   (c)........................................................               104
ss.317(a)(1)..................................................               503
   (a)(2).....................................................               504
   (b)........................................................               508
   (c)........................................................               104
ss.317(a)(1)..................................................               503
  (a)(2)......................................................               504
   (b)........................................................              1003
ss.318(a).....................................................               107

_______________
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.
<PAGE>

     INDENTURE, dated as of __________________, 2000 between SBA Communications
Corporation, a corporation duly organized and existing under the laws of the
State of Florida (herein called the "Company"), having its principal office at
One Town Center Road, Third Floor, Boca Raton, Florida 33486, and
__________________, a __________________ duly organized and existing under the
laws of __________, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of notes or other
evidences of indebtedness (herein called the "Securities"), to be issued in one
or more series as in this Indenture provided.

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

     Now, Therefore, this Indenture Witnesseth:

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

                                  ARTICLE ONE

Definitions and Other Provisions of General Application
-------------------------------------------------------

     Section 101 Definitions.

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

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

     (b) all other terms used herein which are defined in the Trust Indenture
     Act, either directly or by reference therein, have the meanings assigned to
     them therein;

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

     (d) unless otherwise specifically set forth herein, all calculations or
     determinations of a Person shall be performed or made on a consolidated
     basis in accordance with generally accepted accounting principles;

     (e) unless the context otherwise requires, any reference to an "Article" or
     a "Section" refers to an Article or a Section, as the case may be, of this
     Indenture; and
<PAGE>

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

     Certain terms, used principally in Article 14, are defined in that Article.

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

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

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
     to Section 614 to act on behalf of the Trustee to authenticate Securities
     of one or more series.

     "Bankruptcy Code" means Title 11, United States Bankruptcy Code of 1978, as
     amended, or any similar United States federal or state law relating to
     bankruptcy, insolvency, receivership, winding-up, liquidation,
     reorganization or relief of debtors or any amendment to, succession to or
     change in any such law.

     "Blockage Period" has the meaning specified in Section 1203.

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

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

     "Business Day", when used with respect to any Place of Payment, means each
     Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
     banking institutions in that Place of Payment are authorized or obligated
     by law or executive order to close.

     "Capital Lease Obligation" means, at any time any determination thereof is
     to be made, the amount of the liability in respect of a capital lease that
     would at such time be required to be capitalized on the balance sheet in
     accordance with GAAP.

     "Capital Stock" means (i) in the case of a corporation, capital stock, (ii)
     in the case of any association or business entity, any and all shares,
     interests, participations, rights or other equivalents (however designated)
     or capital stock and (iii) in the case of a partnership, partnership
     interests (whether general or limited) and any other interest or
     participation that confers on a Person the right to receive a share of the
     profits and losses of, or distributions of assets of, such partnership.
<PAGE>

     "Cash Equivalents" means (i) United States dollars, (ii) securities issued
     or directly and fully guaranteed or insured by the United States government
     or any agency or instrumentality thereof having maturities of less than one
     year from the date of acquisition, (iii) certificates of deposit and
     eurodollar time deposits with maturities of less than one year from the
     date of acquisition, bankers' acceptances with maturities of less than one
     year and overnight bank deposits, in each case with any lender party to the
     Credit Agreement or with any domestic commercial bank having capital and
     surplus in excess of $500,000,000 and a Keefe Bank Watch Rating of "B" or
     better, (iv) repurchase obligations with a term of not more than seven days
     for underlying securities of the types described in clauses (ii) and (iii)
     entered into with any financial institution meeting the qualifications
     specified in clause (iii) above and (v) commercial paper having the highest
     rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's
     Ratings Services, a division of the McGraw-Hill Companies, Inc., and in
     each case maturing within nine months after the date of acquisition.

     "Change of Control" means the occurrence of any of the following:

          (i)   the sale, lease or transfer, in one or a series of related
                transactions, of all or substantially all of the Company's
                assets to any Person or group (as such term is used in Section
                13(d)(3) of the Exchange Act) (other than the Principal
                Shareholders or their Related Parties);

          (ii)  the adoption of a plan relating to the liquidation or
                dissolution of the Company;

          (iii) the acquisition, directly or indirectly, by any Person or group
                (as such term is used in Section 13(d)(3) of the Exchange Act)
                (other than one or more of the Principal Shareholders and their
                Related Parties) of 50% or more of the voting power of the
                voting stock of the Company by way of merger or consolidation or
                otherwise, provided that such acquisition will not constitute a
                "Change of Control" unless or until such Person or group owns,
                directly or indirectly, more of the voting power of the voting
                stock of the Company than the Principal Shareholders and their
                Related Parties; or

          (iv)  the Continuing Directors cease for any reason to constitute a
                majority of the directors of the Company then in office.

     For purposes of this definition, any transfer of an Equity Interest of an
     entity that was formed for the purpose of acquiring voting stock of the
     Company shall be deemed to be a transfer of such portion of such voting
     stock as corresponds to the portion of the equity of such entity that has
     been so transferred.

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

     "Common Stock" of any Person means Capital Stock of such Person that does
     not rank prior, as to the payment of dividends or as to the distribution of
     assets upon any voluntary or involuntary liquidation, dissolution or
     winding up of such Person, to shares of Capital Stock of any other class of
     such Person.

     "Company" means the Person named as the "Company" in the first paragraph of
     this
<PAGE>

     instrument until a successor Person shall have become such pursuant to the
     applicable provisions of this Indenture, and thereafter "Company" shall
     mean such successor Person.

     "Company Request" or "Company Order" means a written request or order
     signed in the name of the Company by its Chairman of the Board, its Chief
     Executive Officer, its Chief Operating Officer, its Chief Financial
     Officer, its President, and, without duplication, by its Treasurer, an
     Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
     to the Trustee.

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

     "Corporation" means a corporation, association, company, joint-stock
     company or business trust.

     "Covenant Defeasance" has the meaning specified in Section 1303.

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

     "Defaulted Interest" has the meaning specified in Section 307.

     "Defeasance" has the meaning specified in Section 1302.

     "Depositary" means, with respect to Securities of any series issuable in
     whole or in part in the form of one or more Global Securities, a clearing
     agency registered under the Exchange Act that is designated to act as
     Depositary for such Securities as contemplated by Section 301.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
     terms of any security into which it is convertible or for which it is
     exchangeable), or upon the happening of any event, matures or is
     mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
     or is redeemable at the option of the holder thereof (other than upon a
     Change of Control of the Company in circumstances where the holders of the
     Securities would have similar rights), in whole or in part on or prior to
     one year after the Stated Maturity of the Securities. The amount of
     Disqualified Stock shall be the greater of the liquidation preference or
     mandatory or optional redemption price thereof.

     "Equity Interests" means Capital Stock and all warrants, options or other
     rights to acquire Capital Stock (including any Indebtedness or Disqualified
     Stock that is convertible into, or exchangeable for, Capital Stock).

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

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
     successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.
<PAGE>

     "GAAP" means generally accepted accounting principles set forth in the
     opinions and pronouncements of the Accounting Principles Board of the
     American Institute of Certified Public Accountants and statements and
     pronouncements of the Financial Accounting Standards Board, or in such
     other statements by such other entity as have been approved by a
     significant segment of the accounting profession, which are in effect on
     the Issue Date.

     "Global Security" means a Security that evidences all or part of the
     Securities of any series and bears the legend set forth in Section 204 (or
     such legend as may be specified as contemplated by Section 301 for such
     Securities).

     "Guarantee" means a guarantee (other than by endorsement of negotiable
     instruments for collection or deposit in the ordinary course of business),
     direct or indirect, in any manner (including, without limitation, letters
     of credit and reimbursement agreements in respect thereof), of all or any
     part of any Indebtedness.

     "Hedging Obligations" means, with respect to any Person, the Obligations of
     such Person under (i) interest rate swap agreements, interest rate cap
     agreements and interest rate collar agreements, and (ii) other agreements
     or arrangements designed to protect such Person against fluctuations in
     interest rates.

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

     "Immediate Family Member" means, with respect to any individual, such
     individual's spouse (past or current), descendants (natural or adoptive, of
     the whole or half blood) of the parents of such individual, such
     individual's grandparents and parents (natural or adoptive), and the
     grandparents, parents and descendants of parents (natural or adoptive, of
     the whole or half blood) of such individual's spouse (past or current).

     "Incur" means, with respect to any obligation of any Person, to create,
     issue, incur, assume or directly or indirectly guarantee or in any other
     manner become directly or indirectly liable for any Indebtedness (and
     "incurrence", "incurred", "incurable" and "incurring" shall have meanings
     correlative to the foregoing).

     "Indebtedness" means, with respect to any Person, whether or not
     contingent, (i) all indebtedness of such Person for borrowed money or for
     the deferred purchase price of property or services (other than current
     trade liabilities incurred in the ordinary course of business and payable
     in accordance with customary practices) or which is evidenced by a note,
     bond, debenture or similar instrument, (ii) all Capital Lease Obligations
     of such Person, (iii) all obligations of such Person in respect of letters
     of credit or bankers' acceptances issued or created for the account of such
     Person, (iv) all Hedging Obligations of such Person, (v) all liabilities
     secured by any Lien on any property owned by such Person even if such
     Person has not assumed or otherwise become liable for the payment thereof
     to the extent of the value of the property subject to such Lien, and (vi)
     to the extent not otherwise included, any guarantee by such person of any
     other Person's indebtedness or other obligations described in clauses (i)
     through (v) above.

     "Indenture" means this instrument as originally executed and as it may from
     time to time be supplemented or amended by one or more indentures
     supplemental hereto entered into pursuant to the applicable provisions
     hereof, including, for all purposes of this instrument and any such
     supplemental indenture, the provisions of the Trust Indenture Act that are
<PAGE>

     deemed to be a part of and govern this instrument and any such supplemental
     indenture, respectively. The term "Indenture" shall also include the terms
     of particular series of Securities established as contemplated by Section
     301.

     "Interest", when used with respect to an Original Issue Discount Security
     which by its terms bears interest only after Maturity, means interest
     payable after Maturity.

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

     "Investment Company Act" means the Investment Company Act of 1940 and any
     statute successor thereto, in each case as amended from time to time.

     "Issue Date" means the date of initial issuance of the Securities pursuant
     to this Indenture.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
     charge, security interest or encumbrance of any kind in respect of such
     asset, whether or not filed, recorded or otherwise perfected under
     applicable law (including any conditional sale or other title retention
     agreement, any lease in the nature thereof, any option or other agreement
     to sell or give a security interest in any asset and any filing of, or
     agreement to give, any financing statement under the "Uniform Commercial
     Code" (or equivalent statutes) of any jurisdiction).

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

     "Notice of Default" means a written notice of the kind specified in Section
     501(4) or 501(5).

     "Officers' Certificate" means a certificate signed by the Chairman of the
     Board, the Chief Executive Officer, the Chief Operating Officer, the Chief
     Financial Officer, the President, and, without duplication, by the
     Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
     of the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
     for the Company, and who shall be acceptable to the Trustee.

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

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

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

          (ii) Securities for whose payment or redemption money in the necessary
<PAGE>

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

          (iii)  Securities as to which Defeasance has been effected pursuant to
                 Section 1302; and

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

     provided, however, that in determining whether the Holders of the requisite
     principal amount of the Outstanding Securities have given, made or taken
     any request, demand, authorization, direction, notice, consent, waiver or
     other action hereunder as of any date, (A) the principal amount of an
     Original Issue Discount Security which shall be deemed to be Outstanding
     shall be the amount of the principal thereof which would be due and payable
     as of such date upon acceleration of the Maturity thereof to such date
     pursuant to Section 502, (B) if, as of such date, the principal amount
     payable at the Stated Maturity of a Security is not determinable, the
     principal amount of such Security which shall be deemed to be Outstanding
     shall be the amount as specified or determined as contemplated by Section
     301, (C) the principal amount of a Security denominated in one or more
     foreign currencies or currency units which shall be deemed to be
     Outstanding shall be the U.S. dollar equivalent, determined as of such date
     in the manner provided as contemplated by Section 301, of the principal
     amount of such Security (or, in the case of a Security described in Clause
     (A) or (B) above, of the amount determined as provided in such Clause), and
     (D) Securities owned by the Company or any other obligor upon the
     Securities or any Affiliate of the Company or of such other obligor shall
     be disregarded and deemed not to be Outstanding, except that, in
     determining whether the Trustee shall be protected in relying upon any such
     request, demand, authorization, direction, notice, consent, waiver or other
     action, only Securities which the Trustee knows to be so owned shall be so
     disregarded. Securities so owned which have been pledged in good faith may
     be regarded as Outstanding if the pledgee establishes to the satisfaction
     of the Trustee the pledgee's right so to act with respect to such
     Securities and that the pledgee is not the Company or any other obligor
     upon the Securities or any Affiliate of the Company or of such other
     obligor.

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

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

     "Place of Payment", when used with respect to the Securities of any series,
     means the place or places where the principal of and any premium and
     interest on the Securities of that series are payable as specified as
     contemplated by Section 301.
<PAGE>

     "Predecessor Security" of any particular Security means every previous
     Security evidencing all or a portion of the same debt as that evidenced by
     such particular Security; and, for the purposes of this definition, any
     Security authenticated and delivered under Section 306 in exchange for or
     in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
     to evidence the same debt as the mutilated, destroyed, lost or stolen
     Security.

     "Principal Shareholders" means Steven E. Bernstein, Ronald G. Bizick,
     Daniel E. Eldridge, Robert M. Grobstein, Jeffrey A. Stoops, Donald B. Hebb,
     Jr., C. Kevin Landry, Richard A. Miller, Robert S. Picow and ABS Capital
     Partners II, L.P., including their Affiliates.

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

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

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

     "Related Party" with respect to any Principal Shareholder means (i) any 80%
     (or more) owned Subsidiary or Immediate Family Member (in the case of an
     individual) of such Principal Shareholder or (ii) any Person, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding an 80% or more controlling interest of which consist of such
     Principal Shareholder or an Immediate Family Member, or (iii) any Person
     employed by the Company in a management capacity as of the Issue Date.

     "Responsible Officer", when used with respect to the Trustee, means the
     chairman or any vice-chairman of the board of directors, the chairman or
     any vice-chairman of the executive committee of the board of directors, the
     chairman of the trust committee, the president, any vice president, the
     secretary, any assistant secretary, the treasurer, any assistant treasurer,
     the cashier, any assistant cashier, any trust officer or assistant trust
     officer, the controller or any assistant controller or any other officer of
     the Trustee customarily performing functions similar to those performed by
     any of the above designated officers and also means, with respect to a
     particular corporate trust matter, any other officer to whom such matter is
     referred because of his knowledge of and familiarity with the particular
     subject.

     "Restricted Subsidiary" means a Subsidiary of the Company other than an
     Unrestricted Subsidiary.

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

     "Securities Act" means the Securities Act of 1933 and any statute successor
     thereto, in each case as amended from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
     specified in
<PAGE>

     Section 305.

     "Senior Bank Debt" means (i) the Indebtedness outstanding under the Senior
     Credit Facility, and (ii) all Obligations incurred by or owing to the
     holders or their agent or representatives of such Indebtedness outstanding
     under the Senior Credit Facility (including, but not limited to, all fees
     and expenses of counsel and all other interest, charges, fees and
     expenses).

     "Senior Debt" means

               (i)  with respect to the Company, the principal of and interest
                    (including post-petition interest whether or not allowed as
                    a claim) on, and all other amounts owing in respect of, (a)
                    Senior Bank Debt, and (b) any other Indebtedness permitted
                    to be incurred by the Company under the terms of this
                    Indenture (including, but not limited to, reasonable fees
                    and expenses of counsel and all other charges, fees and
                    expenses incurred in connection with such Indebtedness),
                    unless the instrument creating or evidencing such
                    Indebtedness or pursuant to which such Indebtedness is
                    outstanding expressly provides that such Indebtedness is on
                    a parity with or subordinated in right of payment to the
                    Securities; and

               (ii) with respect to any Subsidiary Guarantor, the principal of
                    and interest (including post-petition interest whether or
                    not allowed as a claim) on, and all other amounts owing in
                    respect of, (a) Senior Bank Debt and (b) any other
                    Indebtedness permitted to be incurred by such Subsidiary
                    Guarantor under the terms of this Indenture (including, but
                    not limited to, reasonable fees and expenses of counsel and
                    all other charges, fees and expenses incurred in connection
                    with such Indebtedness), unless the instrument creating or
                    evidencing such Indebtedness or pursuant to which such
                    Indebtedness is outstanding expressly provides that such
                    Indebtedness is on a parity with or subordinated in right of
                    payment to the Subsidiary Guarantee of such Subsidiary
                    Guarantor.

     Notwithstanding the foregoing, Senior Debt shall not include (v) any
     Indebtedness that is represented by Disqualified Stock, (w) any liability
     for federal, state, local, or other taxes, (x) any Indebtedness among or
     between the Company, any Restricted Subsidiary or any of their Affiliates,
     (y) any trade payables and any Indebtedness to trade creditors (other than
     amounts accrued thereon) incurred for the purchase of goods or materials,
     or for services obtained, in the ordinary course of business or any
     Obligations to trade creditors in respect of any such Indebtedness, or (z)
     any Indebtedness (other than Senior Bank Debt) that is incurred in
     violation of this Indenture.

     "Special Record Date" for the payment of any Defaulted Interest means a
     date fixed by the Trustee pursuant to Section 307.

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

     "Subsidiary" means a corporation more than 50% of the outstanding voting
     stock of which is owned, directly or indirectly, by the Company or by one
     or more other
<PAGE>

     Subsidiaries, or by the Company and one or more other Subsidiaries. For the
     purposes of this definition, "voting stock" means stock which ordinarily
     has voting power for the election of directors, whether at all times or
     only so long as no senior class of stock has such voting power by reason of
     any contingency.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
     the date as of which this instrument was executed; provided, however, that
     in the event the Trust Indenture Act of 1939 is amended after such date,
     "Trust Indenture Act" means, to the extent required by any such amendment,
     the Trust Indenture Act of 1939 as so amended.

     "Unrestricted Subsidiary" means (i), (ii), (iii), and (iv) any Subsidiary
     of the Company that at the time of determination shall be an Unrestricted
     Subsidiary (as designated by the Board of Directors of the Company, as
     provided below) and (iii) any Subsidiary of an Unrestricted Subsidiary. The
     Board of Directors of the Company may designate any Subsidiary of the
     Company (including any newly acquired or newly formed Subsidiary) to be an
     Unrestricted Subsidiary if all of the following conditions apply: (a)
     neither the Company nor any of its Restricted Subsidiaries provides credit
     support for any Indebtedness of such Subsidiary (including any undertaking,
     agreement or instrument evidencing such Indebtedness), (b) such Subsidiary
     is not liable, directly or indirectly, with respect to any Indebtedness
     other than Unrestricted Subsidiary Indebtedness, (c) such Unrestricted
     Subsidiary is not a party to any agreement, contract, arrangement or
     understanding at such time with the Company or any Restricted Subsidiary of
     the Company unless the terms of any such agreement, contract, arrangement
     or understanding are no less favorable to the Company or such Restricted
     Subsidiary than those that might be obtained at the time from Persons who
     are not Affiliates of the Company (the "Third Party Value") or, in the
     event such condition is not satisfied, an amount equal to the value of the
     portion of such agreement, contract, arrangement or understanding to such
     Subsidiary in excess of the Third Party Value shall be deemed a Restricted
     Payment, and (d) such Unrestricted Subsidiary does not own any Capital
     Stock of any Subsidiary of the Company that has not theretofore been or is
     not simultaneously being designated an Unrestricted Subsidiary. Any such
     designation by the Board of Directors of the Company shall be evidenced to
     the Trustee by filing with the Trustee a board resolution giving effect to
     such designation and an Officers' Certificate certifying that such
     designation complies with the foregoing conditions. The Board of Directors
     of the Company may designate any Unrestricted Subsidiary as a Restricted
     Subsidiary.

     "U.S. Government Obligation" has the meaning specified in Section 1304.

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

     Section 102 Compliance Certificates and Opinions.
<PAGE>

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

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

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

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

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

     Section 103 Form of Documents Delivered to Trustee.

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

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

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

     Section 104 Acts of Holders; Record Dates.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by 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 and, where it is hereby expressly required, to the Company. Such
<PAGE>

instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute  sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

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

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

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

     With respect to any record date set pursuant to this Section, the Company
may designate any day as the "Expiration Date" and from time to time may change
the Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the Trustee in writing, and to each Holder of Securities of the relevant series
in the manner set forth in Section 106, on or prior to the existing Expiration
Date.
<PAGE>

If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the Company shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

     Section 105 Notices, Etc., to Trustee and Company.

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


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

     (2) the Company by the Trustee or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, to the Company addressed
     to it at the address of its principal office specified in the first
     paragraph of this instrument or at any other address previously furnished
     in writing to the Trustee by the Company.

     Section 106 Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

     Section 107 Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the
<PAGE>

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

     Section 108 Effect of Headings and Table of Contents.

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

     Section 109 Successors and Assigns.

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

     Section 110 Separability Clause.

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

     Section 111 Benefits of Indenture.

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

     Section 112 Governing Law.

     This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

     Section 113 Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                  ARTICLE TWO

Security Forms
--------------

     Section 201 Forms Generally.

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions,
<PAGE>

substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

     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 202 Form of Face of Security.

  [Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

      ____________________________
      ____________________________

No. _______                             $ ______

     SBA Communications Corporation, a corporation duly organized and existing
under the laws of Florida (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ____________, or registered assigns, the
principal sum of ___________________ Dollars on _________________________ [if
the Security is to bear interest prior to Maturity, insert -- and to pay
interest thereon from _____ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on ________ and
_______ in each year, commencing ______, at the rate of ____% per annum, until
the principal hereof is paid or made available for payment, provided that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of _____% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the ____ or _____ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of
<PAGE>

___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]

     Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in _____________, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: ____________      SBA Communications Corporation

                         By: ____________________
                         Title: ___________________

Attest:

________________
Title:

     Section 203 Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _____________ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and _______________, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Debt and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if
applicable, insert-- limited in aggregate principal amount to $________].

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail.] [If applicable, insert--
(1) on __________ in any year
<PAGE>

commencing with the year ____ and ending with the year _____ through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert-- on or after
______________], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [if applicable, insert-- on or before ___________, ____%, and if
redeemed] during the 12-month period beginning ________ of the years indicated,

-------------------------------------------------------------------------------
Year           Redemption Price          Year            Redemption Price
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on _______ in any
year commencing with the year _____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert-- on or after ___________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning __________ of the years indicated,

-------------------------------------------------------------------------------
                    Redemption Price for            Redemption Otherwise Than
                    Redemption Through Operation    Through Operation of the
Year                of the Sinking Fund             Sinking Fund
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

and thereafter at a Redemption Price equal to ___%of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to __________,redeem any Securities of this series as contemplated by
[if applicable, insert -- Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ____ per annum.]

     [If applicable, insert -- The sinking fund for this series provides for the
redemption on _________ in each year beginning with the year ______ and ending
with the year ____ of [if applicable, insert -- not less than $_____ ("mandatory
sinking fund") and not more than] $______ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [if applicable, insert -- mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert -- mandatory]
sinking fund payments otherwise required to be made [if applicable, insert -- ,
in the inverse order in which they become due.]

     [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

     The indebtedness evidenced by this Security is, to the extent set forth in
the Indenture,
<PAGE>

subordinate and subject in right of payment to the prior payment in full in cash
or Cash Equivalents of all Senior Debt, and this Security is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

     [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

     [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such
<PAGE>

notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $_________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     Section 204 Form of Legend for Global Securities.

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

     This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.

     Section 205 Form of Trustee's Certificate of Authentication.
<PAGE>

     The Trustee's certificates of authentication shall be in substantially the
following form:

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

          ______________________,
                   As Trustee

           By: _____________________
                Authorized Officer

                                 ARTICLE THREE

                                 The Securities

     Section 301 Amount Unlimited; Issuable in Series.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series;

     (a)  the title of the Securities of the series (which shall distinguish the
          Securities of the series from Securities of any other series);
     (b)  any limit upon the aggregate principal amount of the Securities of the
          series which may be authenticated and delivered under this Indenture
          (except for Securities authenticated and delivered upon registration
          of transfer of, or in exchange for, or in lieu of, other Securities of
          the series pursuant to Section 304, 305, 306, 906 or 1107 and except
          for any Securities which, pursuant to Section 303, are deemed never to
          have been authenticated and delivered hereunder);
     (c)  the Person to whom any interest on a Security of the series shall be
          payable, if other than the Person in whose name that Security (or one
          or more Predecessor Securities) is registered at the close of business
          on the Regular Record Date for such interest;
     (d)  the date or dates on which the principal of any Securities of the
          series is payable;
     (e)  the rate or rates at which any Securities of the series shall bear
          interest, if any, the date or dates from which any such interest shall
          accrue, the Interest Payment Dates on which any such interest shall be
          payable and the Regular Record Date for any such interest payable on
          any Interest Payment Date;
     (f)  the place or places where the principal of and any premium and
          interest on any Securities of the series shall be payable;
     (g)  the period or periods within which, the price or prices at which and
          the terms and conditions upon which any Securities of the series may
          be redeemed, in whole or in part, at the option of the Company and, if
          other than by a Board Resolution, the manner in which any election by
          the Company to redeem the Securities shall be evidenced;
     (h)  the obligation, if any, of the Company to redeem or purchase any
          Securities of the series pursuant to any sinking fund or analogous
          provisions or at the option of the Holder thereof and the period or
          periods within which, the price or prices at which
<PAGE>

          and the terms and conditions upon which any Securities of the series
          shall be redeemed or purchased, in whole or in part, pursuant to such
          obligation;
     (i)  if other than denominations of $1,000 and any integral multiple
          thereof, the denominations in which any Securities of the series shall
          be issuable;
     (j)  if the amount of principal of or any premium or interest on any
          Securities of the series may be determined with reference to an index
          or pursuant to a formula, the manner in which such amounts shall be
          determined;
     (k)  if other than the currency of the United States of America, the
          currency, currencies or currency units in which the principal of or
          any premium or interest on any Securities of the series shall be
          payable and the manner of determining the equivalent thereof in the
          currency of the United States of America for any purpose, including
          for purposes of the definition of "Outstanding" in Section 101;
     (l)  if the principal of or any premium or interest on any Securities of
          the series is to be payable, at the election of the Company or the
          Holder thereof, in one or more currencies or currency units other than
          that or those in which such Securities are stated to be payable, the
          currency, currencies or currency units in which the principal of or
          any premium or interest on such Securities as to which such election
          is made shall be payable, the periods within which and the terms and
          conditions upon which such election is to be made and the amount so
          payable (or the manner in which such amount shall be determined);
     (m)  if other than the entire principal amount thereof, the portion of the
          principal amount of any Securities of the series which shall be
          payable upon declaration of acceleration of the Maturity thereof
          pursuant to Section 502;
     (n)  if the principal amount payable at the Stated Maturity of any
          Securities of the series will not be determinable as of any one or
          more dates prior to the Stated Maturity, the amount which shall be
          deemed to be the principal amount of such Securities as of any such
          date for any purpose thereunder or hereunder, including the principal
          amount thereof which shall be due and payable upon any Maturity other
          than the Stated Maturity or which shall be deemed to be Outstanding as
          of any date prior to the Stated Maturity (or, in any such case, the
          manner in which such amount deemed to be the principal amount shall be
          determined);
     (o)  if applicable, that the Securities of the series, in whole or any
          specified part, shall be defeasible pursuant to Section 1302 or
          Section 1303 or both such Sections and, if other than by a Board
          Resolution, the manner in which any election by the Company to defease
          such Securities shall be evidenced;
     (p)  if applicable, that any Securities of the series shall be issuable in
          whole or in part in the form of one or more Global Securities and, in
          such case, the respective Depositaries for such Global Securities, the
          form of any legend or legends which shall be borne by any such Global
          Security in addition to or in lieu of that set forth in Section 204
          and any circumstances in addition to or in lieu of those set forth in
          Clause (2) of the last paragraph of Section 305 in which any such
          Global Security may be exchanged in whole or in part for Securities
          registered, and any transfer of such Global Security in whole or in
          part may be registered, in the name or names of Persons other than the
          Depositary for such Global Security or a nominee thereof;
     (q)  any addition to or change in the Events of Default which applies to
          any Securities of the series and any change in the right of the
          Trustee or the requisite Holders of such Securities to declare the
          principal amount thereof due and payable pursuant to Section 502;
     (r)  any addition to or change in the covenants set forth in Article Ten
          which applies to Securities of the series;
     (s)  if applicable, that the Securities of the series are convertible into
          or exchangeable for
<PAGE>

          Common Stock or other securities of the Company, the period or periods
          within which, the price or prices at which and the terms and
          conditions upon which, and the limitations and restrictions, if any,
          upon which, any Securities of the series shall be convertible or
          exchangeable, in whole or in part, into Common Stock or other
          securities of the Company; and
     (t)  any other terms of the series (which terms shall not be inconsistent
          with the provisions of this Indenture, except as permitted by Section
          901(5)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     The Securities shall be subordinated in right of payment to Senior Debt as
provided in Article Fourteen.

     Section 302 Denominations.

     The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

     Section 303 Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,
<PAGE>

     (a)  if the form of such Securities has been established by or pursuant to
          Board Resolution as permitted by Section 201, that such form has been
          established in conformity with the provisions of this Indenture;

     (b)  if the terms of such Securities have been established by or pursuant
          to Board Resolution as permitted by Section 301, that such terms have
          been established in conformity with the provisions of this Indenture;
          and

     (c)  that such Securities, when authenticated and delivered by the Trustee
          and issued by the Company in the manner and subject to any conditions
          specified in such Opinion of Counsel, will constitute valid and
          legally binding obligations of the Company enforceable in accordance
          with their terms, subject to bankruptcy, insolvency, fraudulent
          transfer, reorganization, moratorium and similar laws of general
          applicability relating to or affecting creditors' rights and to
          general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

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

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     Section 304 Temporary Securities.

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

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at
<PAGE>

the office or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

     Section 305 Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

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

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (a) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (b) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in
<PAGE>

part.

     The provisions of clauses (a), (b), (c) and (d) below shall apply only to
Global Securities:

     (a)  Each Global Security authenticated under this Indenture shall be
          registered in the name of the Depositary designated for such Global
          Security or a nominee thereof and delivered to such Depositary or a
          nominee thereof or custodian therefor, and each such Global Security
          shall constitute a single Security for all purposes of this Indenture.

     (b)  Notwithstanding any other provision in this Indenture, no Global
          Security may be exchanged in whole or in part for Securities
          registered, and no transfer of a Global Security in whole or in part
          may be registered, in the name of any Person other than the Depositary
          for such Global Security or a nominee thereof unless (i) such
          Depositary (A) has notified the Company that it is unwilling or unable
          to continue as Depositary for such Global Security or (B) has ceased
          to be a clearing agency registered under the Exchange Act, (ii) there
          shall have occurred and be continuing an Event of Default with respect
          to such Global Security or (iii) there shall exist such circumstances,
          if any, in addition to or in lieu of the foregoing as have been
          specified for this purpose as contemplated by Section 301.

     (c)  Subject to Clause (2) above, any exchange of a Global Security for
          other Securities may be made in whole or in part, and all Securities
          issued in exchange for a Global Security or any portion thereof shall
          be registered in such names as the Depositary for such Global Security
          shall direct.

     (d)  Every Security authenticated and delivered upon registration of
          transfer of, or in exchange for or in lieu of, a Global Security or
          any portion thereof, whether pursuant to this Section, Section 304,
          306, 906 or 1107 or otherwise, shall be authenticated and delivered in
          the form of, and shall be, a Global Security, unless such Security is
          registered in the name of a Person other than the Depositary for such
          Global Security or a nominee thereof.

     Section 306 Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee)
<PAGE>

connected therewith.

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

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

     Section 307 Payment of Interest; Interest Rights Preserved.

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

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

     (a)  The Company may elect to make payment of any Defaulted Interest to the
          Persons in whose names the Securities of such series (or their
          respective Predecessor Securities) are registered at the close of
          business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Security of such series and the
          date of the proposed payment, and at the same time the Company shall
          deposit with the Trustee an amount of money equal to the aggregate
          amount proposed to be paid in respect of such Defaulted Interest or
          shall make arrangements satisfactory to the Trustee for such deposit
          prior to the date of the proposed payment, such money when deposited
          to be held in trust for the benefit of the Persons entitled to such
          Defaulted Interest as in this Clause provided. Thereupon the Trustee
          shall fix a Special Record Date for the payment of such Defaulted
          Interest which shall be not more than 15 days and not less than 10
          days prior to the date of the proposed payment and not less than 10
          days after the receipt by the Trustee of the notice of the proposed
          payment. The Trustee shall promptly notify the Company of such Special
          Record Date and, in the name and at the expense of the Company, shall
          cause notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor to be given to each Holder of
          Securities of such series in the manner set forth in Section 106, not
          less than 10 days prior to such Special Record Date. Notice of the
          proposed payment of such Defaulted Interest and the Special Record
          Date therefor having been so mailed, such Defaulted Interest shall be
          paid to the Persons in whose names the Securities of such series (or
          their respective Predecessor Securities) are registered at the close
          of business on such Special Record Date and shall no longer be payable
          pursuant to the following clause (b).
<PAGE>

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

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

     Section 308 Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     Section 309 Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered  hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

     Section 310 Computation of Interest.

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

                                 ARTICLE FOUR

Satisfaction and Discharge
--------------------------

     Section 401 Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except
as to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments
<PAGE>

acknowledging satisfaction and discharge of this Indenture, when

(a) either:

       (1)   all Securities theretofore authenticated and delivered (other than
             (A) Securities which have been destroyed, lost or stolen and which
             have been replaced or paid as provided in Section 306 and (B)
             Securities for whose payment money has theretofore been deposited
             in trust or segregated and held in trust by the Company and
             thereafter repaid to the Company or discharged from such trust, as
             provided in Section 1003) have been delivered to the Trustee for
             cancellation; or

       (b)   all such Securities not theretofore delivered to the Trustee for
             cancellation (A) have become due and payable, or (B) will become
             due and payable at their Stated Maturity within one year, or (C)
             are to be called for redemption within one year under arrangements
             satisfactory to the Trustee for the giving of notice of redemption
             by the Trustee in the name, and at the expense, of the Company, and
             the Company, in the case of (A), (B) or (C) above, has deposited or
             caused to be deposited with the Trustee as trust funds in trust for
             the purpose money in an amount sufficient to pay and discharge the
             entire indebtedness on such Securities not theretofore delivered to
             the Trustee for cancellation, for principal and any premium and
             interest to the date of such deposit (in the case of Securities
             which have become due and payable) or to the Stated Maturity or
             Redemption Date, as the case may be.

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

     Section 402 Application of Trust Money.

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

                                 ARTICLE FIVE

Remedies
--------

     Section 501 Events of Default.
<PAGE>

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Fourteen or 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 interest upon any Security of that series when
it becomes due and payable, and continuance of such default for a period of 30
days; or

(b) default in the payment of the principal of or any premium on any Security of
that series at its Maturity; or

(c) default in the deposit of any sinking fund payment, when and as due by the
terms of a Security of that series; or

(d) default in the performance, or breach, of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of
series of Securities other than that series), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a "Notice of Default"
hereunder; or

(e) the entry by a court having jurisdiction in the premises of

     (i)  a decree or order for relief in respect of the Company or any
          Restricted Subsidiary in an involuntary case or proceeding under any
          applicable Federal or State bankruptcy, insolvency, reorganization or
          other similar law; or

     (ii) a decree or order adjudging the Company or any such Restricted
          Subsidiary a bankrupt or insolvent, or approving as properly filed a
          petition seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company or any such Restricted
          Subsidiary under any applicable Federal or State law, or appointing a
          custodian, receiver, liquidator, assignee, trustee, sequetrator or
          other similar official of the Company or any such Restricted
          Subsidiary or of any substantial part of its property, or ordering the
          winding up or liquidation of its affairs, and the continuance of any
          such decree or order for relief or any such other decree or order
          unstayed and in effect for a period of 60 consecutive days; or

(f) the  commencement by the Company or any Restricted Subsidiary of a voluntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Company or any such
Restricted Subsidiary to the entry of a decree or order for relief in respect of
the Company or any such Restricted Subsidiary in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company or any such Restricted
Subsidiary, or the filing by the Company or any such Restricted Subsidiary of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by the Company or any such
Restricted Subsidiary
<PAGE>

to the filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any such Restricted Subsidiary or of any
substantial part of the property of the Company or any such Restricted
Subsidiary, or the making by the Company or any such Restricted Subsidiary of an
assignment for the benefit of creditors, or the admission by the Company or any
such Restricted Subsidiary in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
or any such Restricted Subsidiary in furtherance of any such action; or

(g) any other Event of Default provided with respect to Securities of that
series.

     Section 502 Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in clause (e) or
(f) of Section 501 with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

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

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

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

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

     (iii)  (iii) to the extent that payment of such interest is lawful,
            interest upon overdue interest at the rate or rates prescribed
            therefor in such Securities; and

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

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

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

<PAGE>

     The Trustee shall not be required to act upon an Event of Default unless it
has actual knowledge of such Event of Default.

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

     The Company covenants that if:

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

     (b)  default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof, the Company will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal and any
premium and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

     Section 504 Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

     Section 505 Trustee May Enforce Claims Without Possession of Securities.
<PAGE>

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

     Section 506 Application of Money Collected.

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

     FIRST: To the payment of all amounts due the Trustee under Section 607;

     SECOND: To the extent provided in Article Fourteen, to the holders of
Senior Debt of the Company in accordance with Article Fourteen; and

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

     Section 507 Limitation on Suits.

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
<PAGE>

the manner herein provided and for the equal and ratable benefit of all of such
Holders.

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

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 509 Restoration of Rights and Remedies.

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

Section 510 Rights and Remedies Cumulative.

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

     Section 511 Delay or Omission Not Waiver.

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

     Section 512 Control by Holders.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that

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

(b) the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent
<PAGE>

with such direction.

     Section 513 Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

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

(b) in respect of a covenant or provision hereof which under Article Nine cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected. Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

     Section 514 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

     Section 515 Waiver of Usury, Stay or Extension Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

The Trustee
-----------

     Section 601 Certain Duties and Responsibilities.

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.
<PAGE>

     Section 602 Notice of Defaults.

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in clause
(d) of Section 501 with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

     Section 603 Certain Rights of Trustee.

     Subject to the provisions of Section 601:

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

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

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

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

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

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

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

     Section 604 Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     Section 605 May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

     Section 606 Money Held in Trust.

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

     Section 607 Compensation and Reimbursement.

The Company agrees

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

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

     (3)  to indemnify the Trustee for, and to hold it harmless against, any
          loss, liability or expense incurred without negligence or bad faith on
          its part, arising out of or in connection with the acceptance or
          administration of the trust or trusts hereunder, including the costs
          and expenses of defending itself against any claim or liability in
          connection with the exercise or performance of any of its powers or
          duties hereunder.

     Section 608 Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series [or a trustee under -- list here any prior
indentures between the Company and the Trustee that
<PAGE>

have not been satisfied and discharged and that may be excluded by the proviso
to Section 310(b)(1) of the Trust Indenture Act].

     Section 609 Corporate Trustee Required; Eligibility.

     There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in the Borough of Manhattan, The City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     Section 610 Resignation and Removal; Appointment of Successor.

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

     If at any time:

     (1)  the Trustee shall fail to comply with Section 608 after written
          request therefor by the Company or by any Holder who has been a bona
          fide Holder of a Security for at least six months; or

     (2)  the Trustee shall cease to be eligible under Section 609 and shall
          fail to resign after written request therefor by the Company or by any
          such Holder; or

     (3)  the Trustee shall become incapable of acting or shall be adjudged a
          bankrupt or insolvent or a receiver of the Trustee or of its property
          shall be appointed or any public officer shall take charge or control
          of the Trustee or of its property or affairs for the purpose of
          rehabilitation, conservation or liquidation, then, in any such case,
          (A) the Company by a Board Resolution may remove the Trustee with
          respect to all Securities, or (B) subject to Section 514, any Holder
          who has been a bona fide Holder of a Security for at least six months
          may, on behalf of himself and all others similarly situated, petition
          any court of competent jurisdiction for the removal of the Trustee
          with respect to all Securities and the appointment of a successor
          Trustee or Trustees.
<PAGE>

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

     Section 611 Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

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

add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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

     Section 612 Merger, Conversion, Consolidation or Succession to Business.

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

     Section 613 Preferential Collection of Claims Against Company.

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

     Section 614 Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of
<PAGE>

the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

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

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:
<PAGE>

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

            __________________________,
                   As Trustee


            By_________________________,
               As Authenticating Agent


            By_________________________
                Authorized Officer


                                 ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company
--------------------------------------------------

Section 701 Company to Furnish Trustee Names and Addresses of Holders.
---------------------------------------------------------------------

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

(a) semi-annually, not later than January 15 and July 15 in each year, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Securities of each series as of the preceding December 31 or
June 30, as the case may be, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

     Section 702 Preservation of Information; Communications to Holders.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

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

     Section 703 Reports by Trustee.

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

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

     Section 704 Reports by Company.

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

                                 ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease
-----------------------------------------------------

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

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

(a) in case the Company shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the Person formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as an entirety
shall be a corporation, partnership, limited liability company or trust, shall
be organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the

Company to be performed or observed;

(b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

(c) if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Company would become subject to a
mortgage, pledge, lien, security
<PAGE>

interest or other encumbrance which would not be permitted by this Indenture,
the Company or such successor Person, as the case may be, shall take such steps
as shall be necessary effectively to secure the Securities equally and ratably
with (or prior to) all indebtedness secured thereby; and

(d) the Company has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel,  each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
been complied with.

     Section 802 Successor Substituted.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                 ARTICLE NINE

Supplemental Indentures
-----------------------

     Section 901 Supplemental Indentures Without Consent of Holders.

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

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

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

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

(d) to add to or change any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the issuance of Securities in
bearer form,  registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form; or
<PAGE>

(e) to add to, change or eliminate any of the provisions of this Indenture in
respect of one or more series of Securities, provided that any such addition,
change or elimination (i) shall neither (A)

apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (B)
modify the rights of the Holder of any such Security with respect to such
provision or (ii) shall become effective only when there is no such Security
Outstanding; or

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

(g) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611; or

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

     Section 902 Supplemental Indentures With Consent of Holders.

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

(a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner materially adverse to the Holders;
or

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

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

thereby; provided, however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to "the Trustee"
and concomitant changes in this Section and Section 1009, or the deletion of
this proviso, in accordance with the requirements of Section 611 and clause (h)
of Section 901.

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

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

     Section 903 Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Section 904 Effect of Supplemental Indentures.

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

 Section 905 Conformity with Trust Indenture Act.

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

     Section 906 Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

Covenants
---------
<PAGE>

     Section 1001 Payment of Principal, Premium and Interest.

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

     Section 1002 Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     Section 1003 Money for Securities Payments to Be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. The Company will
cause each Paying Agent for any series of Securities other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (1) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (2) during the continuance of any default
by the Company (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.

     The Company may at any time, for the purpose of obtaining the satisfaction
and
<PAGE>

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in ..................,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.


     Section 1004 Statement by Officers as to Default.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     Section 1005 Existence.

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

     Section 1006 Maintenance of Properties.

     The Company will cause all properties used or useful in the conduct of its
business or the business of any Restricted Subsidiary to be maintained and kept
in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Restricted Subsidiary from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company or
such Restricted Subsidiary, desirable in the conduct of its business or the
business of
<PAGE>

any such Restricted Subsidiary and not disadvantageous in any material respect
to the Holders.

     Section 1007 Payment of Taxes and Other Claims.

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

     Section 1008 Maintenance of Insurance.

     The Company shall, and shall cause its Restricted Subsidiaries to, keep at
all times all of their properties which are of an insurable nature insured
against loss or damage with insurers believed by the Company to be responsible
to the extent that property of similar character is usually so insured by
corporations similarly situated and owning like properties in accordance with
good business practice. The Company shall, and shall cause its Restricted
Subsidiaries to, use the proceeds from any such insurance policy to repair,
replace or otherwise restore the property to which such proceeds relate.

     Section 1009 Waiver of Certain Covenants.

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to clause (r) of Section 301 or
clause (b) or (g) of Section 901 for the benefit of the Holders of such series
or in any of Sections 1005 to 1007, inclusive, if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                ARTICLE ELEVEN

Redemption of Securities
------------------------

     Section 1101 Applicability of Article.

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

     Section 1102 Election to Redeem; Notice to Trustee.

<PAGE>

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

     Section 1103 Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

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

     Section 1104 Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:
<PAGE>

(a) the Redemption Date;

(b) the Redemption Price;

(c) if less than all the Outstanding Securities of any series consisting of
more than a single Security are to be redeemed, the identification (and, in the
case of partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed;

(d) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable, that interest
thereon will cease to accrue on and after said date;

(e) that on the Redemption Date, if such is the case, the right of the holders
of each such Security to convert the Securities shall terminate;

(f) the place or places where each such Security is to be surrendered for
payment of the Redemption Price; and

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

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

     Section 1105 Deposit of Redemption Price.

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

     Section 1106 Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.
<PAGE>

     Section 1107 Securities Redeemed in Part.

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

                                ARTICLE TWELVE

Sinking Funds
-------------

     Section 1201 Applicability of Article.

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

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities 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 such
Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

     Section 1202 Satisfaction of Sinking Fund Payments with Securities.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     Section 1203 Redemption of Securities for Sinking Fund.

     Not less than 30 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will
<PAGE>

also deliver to the Trustee any Securities to be so delivered. Not less than 15
days prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                               ARTICLE THIRTEEN

Defeasance and Covenant Defeasance
----------------------------------

     Section 1301 Company's Option to Effect Defeasance or Covenant Defeasance.

     The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.

     Section 1302 Defeasance and Discharge.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the
provisions of Article Fourteen shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when payments are due, (b) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (d)
this Article. Subject to compliance with this Article, the Company may exercise
its option (if any) to have this  Section  applied to any  Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

     Section 1303 Covenant Defeasance.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (a)
the Company shall be released from its obligations under clause (c) of Section
801, Sections 1006 through 1008, inclusive, and any covenants provided pursuant
to clause (r) of Section 301 or clause (b) or (g) of Section 901 for the benefit
of the Holders of such Securities, and (b) the occurrence of any event specified
in clause (d) of Section 501 (with respect to any of clause (c) of Section 801,
Sections 1006 through 1008, inclusive, and any such covenants provided pursuant
to clause (r) of Section 301 or clause (b) or (g) of Section 901 shall be deemed
not to be or result in an Event of Default, and (c) the
<PAGE>

provisions of Article Fourteen shall cease to be effective, in each case with
respect to such

     Securities as provided in this Section on and after the date the conditions
set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of clause (d) of
Section 501) or Article Fourteen, whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or Article or by reason of
any reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

     Section 1304 Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may be:

(a) The Company shall irrevocably have deposited or caused to be deposited with
the Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (i) money in an amount, or (ii) U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (iii) a
combination thereof, in each case sufficient,  in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of and any premium and interest on such Securities
on the respective Stated Maturities, in accordance with the terms of this
Indenture and such Securities. As used herein, "U.S. Government Obligation"
means (x) any security which is (i) a direct obligation of the United States of
America for the payment of which the full faith and credit of the United States
of America is pledged or (ii) an obligation of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii),
is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

(b) In the event of an election to have Section 1302 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in either case (i) or (ii) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or
<PAGE>

loss for Federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.

(c) In the event of an election to have Section 1303 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

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

(e) No event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to such Securities or any other Securities shall
have occurred and be continuing at the time of such deposit or, with regard to
any such event specified in clause (e) or (f) of Section 501, at any time on or
prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 90th day).

(f) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).

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

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

(i) At the time of such deposit, (i) no default in the payment of any principal
of or premium or interest on any Senior Debt shall have occurred and be
continuing, (ii) no event of default with respect to any Senior Debt shall have
resulted in such Senior Debt becoming, and continuing to be, due and payable
prior to the date on which it would otherwise have become due and payable
(unless payment of such Senior Debt has been made or duly provided for), and
(iii) no other event of default with respect to any Senior Debt shall have
occurred and be continuing permitting (after notice or lapse of time or both)
the holders of such Senior Debt (or a trustee on behalf of such holders) to
declare such Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable.

(j) The Company shall have delivered to the Trustee an Officer's Certificate and
an Opinion of Counsel, each stating that all conditions precedent with respect
to such Defeasance or Covenant Defeasance have been complied with.

     Section 1305 Deposited Money and U.S. Government Obligations to Be Held in
Trust; Miscellaneous Provisions.
<PAGE>

     Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
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 such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of Article
Fourteen.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 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 Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

     Section 1306 Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                               ARTICLE FOURTEEN

Subordination of Securities
---------------------------

     Section 1401 Securities Subordinate to Senior Debt.

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

Senior Debt.


     Section 1402 Payment Over of Proceeds Upon Dissolution, Etc.

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

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee receives payment or distribution of assets of the Company
of any kind or character, before all the Senior Debt is paid in full in cash or
Cash Equivalents, then and in such event such Securities Payment shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee,  custodian,  assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in
full in cash or Cash Equivalents.

     For purposes of this Article only,  the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include a payment or distribution of stock or securities of the
Company provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Debt to at least the same extent as the Securities are so subordinated as
provided in this Article; provided, however, that (a) if a new corporation
results from such reorganization or readjustment, such corporation assumes any
Senior Debt not paid in full in cash or Cash Equivalents in connection with such
reorganization or readjustment and (b) the rights of the holders of such Senior
Debt are not,  without the consent of such  holders,  altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution of
the Company following the conveyance or transfer of all or substantially all of
its properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article
<PAGE>

Eight.

     Section 1403 No Payment When Senior Debt in Default.

     In the event that any Senior Payment Default (as defined below) shall have
occurred and be continuing, then no Securities Payment shall be made unless and
until such Senior Payment Default shall have been cured or waived or shall have
ceased to exist or all amounts then due and payable in respect of Senior Debt
shall have been paid in full, or provision shall have been made for such
payment, in cash or Cash Equivalents or otherwise in a manner satisfactory to
the holders of Senior Debt. "Senior Payment Default" means any default in the
payment of principal of (or premium, if any) or interest on any Senior Debt when
due, whether at the Maturity thereof or by declaration of acceleration, call for
redemption or otherwise.

     In the event that any Senior Nonmonetary Default (as defined below) shall
have occurred and be continuing, then, upon the receipt by the Company and the
Trustee of written notice of such Senior Nonmonetary Default from the
representatives of holders of the Designated Senior Debt to which such default
relates, the Company may not make any payments (other than payments previously
made pursuant to Article Fifteen) on account of the Securities or on account of
the purchase or redemption or other acquisition of Securities for a period (the
"blockage period") commencing on the date the Company and Trustee receive such
written notice and ending on the earlier of (a) the 179th day after the date of
such receipt of such written notice and (b) the date, if any, on which the
Designated Senior Debt to which such default relates is discharged or such
default is waived or otherwise cured. In any event, not more than one blockage
period may be commenced during any period of 360 consecutive days and there
shall be a period of at least 181 consecutive days in each period of 360
consecutive days when no blockage period is in effect. For all purposes of this
paragraph, no Senior Nonmonetary Default that existed or was continuing on the
date of commencement of any blockage period with respect to the Designated
Senior Debt initiating such blockage period will be, or can be, made the basis
for the commencement of a subsequent blockage period unless such default has
been cured or waived for a period of not less than 180 consecutive days. "Senior
Nonmonetary Default" means the occurrence or existence and continuance of any
event of default, or of any event which, after notice or lapse of time (or
both), would become an event of default, under the terms of any instrument
pursuant to which any Designated Senior Debt is outstanding, permitting (after
notice or lapse of time or both) one or more holders of such Senior Debt (or a
trustee or agent on behalf of the holders thereof) to declare such Senior Debt
due and payable prior to the date on which it would otherwise become due and
payable, other than a Senior Payment Default.

     In the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee on behalf of the
holders thereof) to declare such Senior Debt, and shall have resulted in such
Senior Debt becoming or being declared, due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist,
or in the event any judicial proceeding shall be pending with respect to any
such default in payment or event of default, then no Securities Payment shall be
made.

     In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then and in such event, subject to Section 1404,
such Securities Payment shall be paid over and delivered forthwith to the
holders of the Senior Debt remaining unpaid, to the extent necessary to
<PAGE>

pay in full all the Senior Debt.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 1402 would be applicable.

     Section 1404 Payment Permitted If No Default.

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time except during the
pendency of any Proceeding referred to in Section 1402 or under the conditions
described in Section 1403, from making Securities Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of
this Article.

     Section 1405 Subrogation to Rights of Holders of Senior Debt.

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


     Section 1406 Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders on the one hand and the holders
of Senior Debt on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall (a) impair, as
among the Company, its creditors other than holders of Senior Debt and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Debt; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.
<PAGE>

     Section 1407 Trustee to Effectuate Subordination.

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

     Section 1408 No Waiver of Subordination Provisions.

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

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (a) change the manner, place or terms of payment
or extend the time of payment of, or renew, increase or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding; (b)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Debt; (c) release any Person liable in any manner
for the payment or collection of Senior Debt; and (d) exercise or refrain from
exercising any rights against the Company and any other Person.

     Section 1409 Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

     Subject to the provisions of Section 601, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Debt (or a trustee therefor) to establish that such
notice has been given by a holder of Senior Debt (or a trustee therefor). In the
event that the Trustee determines in good faith that further evidence is
<PAGE>

required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

     Section 1410 Reliance on Judicial Order or Certificate of Liquidating
Agent.

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 1411 Trustee Not Fiduciary for Holders of Senior Debt.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other Person cash, property or securities to which any holders
of Senior Debt shall be entitled by virtue of this Article or otherwise.

     Section 1412 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

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

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

     Section 1413 Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 1414 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

     Section 1414 Defeasance of this Article Fourteen.
<PAGE>

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

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. In proving the
existence of this Indenture it shall not be necessary to produce more than one
copy.

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

SBA Communications Corporation


By:________________


Attest:

__________________


By:________________

Attest:

__________________

STATE OF NEW YORK     )
       ) ss.:
COUNTY OF NEW YORK     )


On the ___ day of ________, ___, before me personally came _______________, to
me known, who, being by me duly sworn, did depose and say that he is
_______________ of _______________, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                               ................

STATE OF NEW YORK     )
       ) ss.:
COUNTY OF NEW YORK     )
<PAGE>

On the __ day of __________, ____, before me personally came _______________, to
me known, who, being by me duly sworn, did depose and say that he is
_______________ of _______________, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                              ..................