<PAGE>

                                                                     EXHIBIT 4.5

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

                            AIRTRAN HOLDINGS, INC.

                                      TO

                         ____________________________

                                  AS TRUSTEE

                                   ---------


                                   INDENTURE

                         DATED AS OF [        ], 2000

                           PROVIDING FOR ISSUANCE OF

                           DEBT SECURITIES IN SERIES

================================================================================
<PAGE>

                            AIRTRAN HOLDINGS, INC.


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

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                   Indenture Section
---------------                                                                 -----------------
<S>                                                                             <C>
(S) 310(a)(1).................................................................................609
     (a)(2)...................................................................................609
     (a)(3) .......................................................................Not Applicable
     (a)(4)....................................................................... Not Applicable
     (b).................................................................................608, 610
(S) 311(a)....................................................................................613
     (b)......................................................................................613
(S) 312(a)............................................................................701, 702(a)
     (b)...................................................................................702(b)
     (c)...................................................................................702(c)
(S) 313(a).................................................................................703(a)
     (b)...................................................................................703(a)
     (c)...................................................................................703(a)
     (d)...................................................................................703(b)
(S) 314(a)....................................................................................704
     (a)(4)..............................................................................101, 704
     (b)...........................................................................Not Applicable
     (c)(1)...................................................................................102
     (c)(2)...................................................................................102
     (c)(3)........................................................................Not Applicable
     (d)...........................................................................Not Applicable
     (e)......................................................................................102
(S) 315(a)....................................................................................601
     (b)......................................................................................602
     (c)......................................................................................601
     (d)......................................................................................601
     (e)......................................................................................514
(S) 316(a)....................................................................................101
     (a)(1)(A)...........................................................................502, 512
     (a)(1)(B)................................................................................513
     (a)(2)........................................................................Not Applicable
     (b)......................................................................................508
     (c)...................................................................................104(c)
(S) 317(a)(1).................................................................................503
     (a)(2)...................................................................................504
     (b).....................................................................................1003
(S) 318(a)....................................................................................107
</TABLE>

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
                                                   Article One
                             Definitions and Other Provisions of General Application

Section 101.   Definitions............................................................................     1
Section 102.   Compliance Certificates and Opinions...................................................     6
Section 103.   Form of Documents Delivered to Trustee.................................................     6
Section 104.   Acts of Holders; Record Dates..........................................................     6
Section 105.   Notices, Etc...........................................................................     7
Section 106.   Notice to Holders; Waiver..............................................................     7
Section 107.   Conflict with Trust Indenture Act......................................................     8
Section 108.   Effect of Headings and Table of Contents...............................................     8
Section 109.   Successors and Assigns.................................................................     8
Section 110.   Separability Clause....................................................................     8
Section 111.   Benefits of Indenture..................................................................     8
Section 112.   Governing Law..........................................................................     8
Section 113.   Legal Holidays.........................................................................     8

                                                 Article Two
                                               Security Forms

Section 201.   Forms Generally........................................................................     9
Section 202.   Form of Face of Security...............................................................     9
Section 203.   Form of Reverse of Security............................................................    10
Section 204.   Additional Provisions Required in Book-Entry Security..................................    13
Section 205.   Form of Trustee's Certificate of Authentication........................................    13

                                                 Article Three
                                                The Securities

Section 301.   Amount Unlimited; Issuable in Series...................................................    14
Section 302.   Denominations..........................................................................    16
Section 303.   Execution, Authentication, Delivery and Dating.........................................    16
Section 304.   Temporary Securities...................................................................    17
Section 305.   Registration; Registration of Transfer and Exchange....................................    18
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities.......................................    19
Section 307.   Payment of Interest; Interest Rights Preserved.........................................    19
Section 308.   Persons Deemed Owners..................................................................    20
Section 309.   Cancellation...........................................................................    20
Section 310.   Computation of Interest................................................................    21
Section 311.   CUSIP Numbers..........................................................................    21

                                                Article Four
                                        Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture................................................    21
Section 402.   Application of Trust Money.............................................................    22

                                               Article Five
                                                 Remedies

Section 501.   Events of Default......................................................................    22
Section 502.   Acceleration of Maturity; Rescission and Annulment.....................................    23
Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee........................    24
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                     <C>
Section 504.   Trustee May File Proofs of Claim.......................................................    24
Section 505.   Trustee May Enforce Claims Without Possession of Securities............................    25
Section 506.   Application of Money Collected.........................................................    25
Section 507.   Limitation on Suits....................................................................    25
Section 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest..............    25
Section 509.   Restoration of Rights and Remedies.....................................................    25
Section 510.   Rights and Remedies Cumulative.........................................................    26
Section 511.   Delay of Omission Not Waiver...........................................................    26
Section 512.   Control by Holders.....................................................................    26
Section 513.   Waiver of Past Defaults................................................................    26
Section 514.   Undertaking for Costs..................................................................    26

                                                 Article Six
                                                 The Trustee

Section 601.   Certain Duties and Responsibilities....................................................    27
Section 602.   Notice of Defaults.....................................................................    27
Section 603.   Certain Rights of Trustee..............................................................    27
Section 604.   Not Responsible for Recitals or Issuance of Securities.................................    28
Section 605.   May Hold Securities and Serve as Trustee Under Other Indentures........................    28
Section 606.   Money Held in Trust....................................................................    29
Section 607.   Compensation and Reimbursement.........................................................    29
Section 608.   Disqualification; Conflicting Interests................................................    29
Section 609.   Corporate Trustee Required; Eligibility................................................    29
Section 610.   Resignation and Removal; Appointment of Successor......................................    30
Section 611.   Acceptance of Appointment by Successor.................................................    31
Section 612.   Merger, Conversion, Consolidation or Succession to Business............................    32
Section 613.   Preferential Collection of Claims Against Company......................................    32
Section 614.   Investment of Certain Payments Held by the Trustee.....................................    32
Section 615.   Appointment of Authenticating Agent....................................................    32

                                               Article Seven
                            Holders' Lists and Reports by Trustee and Company

Section 701.   Company to Furnish Trustee Names and Addresses of Holders..............................    33
Section 702.   Preservation of Information; Communications to Holders.................................    34
Section 703.   Reports by Trustee.....................................................................    34
Section 704.   Reports by Company.....................................................................    34

                                               Article Eight
                          Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.   Company May Consolidate, Etc...........................................................    34
Section 802.   Successor Substituted..................................................................    35
Section 803.   Officers' Certificate and Opinion of Counsel...........................................    35

                                              Article Nine
                                         Supplemental Indentures

Section 901.   Supplemental Indentures Without Consent of Holders.....................................    35
Section 902.   Supplemental Indentures with Consent of Holders........................................    36
Section 903.   Execution of Supplemental Indentures...................................................    37
Section 904.   Effect of Supplemental Indentures......................................................    37
Section 905.   Conformity with Trust Indenture Act....................................................    37
Section 906.   Reference in Securities to Supplemental Indentures.....................................    37
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                     <C>
                                             Article Ten
                                             Covenants

Section 1001.  Payment of Principal, Premium and Interest.............................................    37
Section 1002.  Maintenance of Office or Agency........................................................    38
Section 1003.  Money for Securities Payments to Be Held in Trust......................................    38
Section 1004.  Corporate Existence....................................................................    39
Section 1005.  Restrictions on Secured Debt...........................................................    39
Section 1006.  Restrictions on Sale and Leaseback Transactions........................................    39
Section 1007.  Waiver of Certain Covenants............................................................    40
Section 1008.  Compliance Certificate.................................................................    40

                                           Article Eleven
                                      Redemption of Securities

Section 1101.  Applicability of Article...............................................................    40
Section 1102.  Election to Redeem; Notice to Trustee..................................................    40
Section 1103.  Selection by Trustee of Securities to Be Redeemed......................................    41
Section 1104.  Notice of Redemption...................................................................    41
Section 1105.  Deposit of Redemption Price............................................................    42
Section 1106.  Securities Payable on Redemption Date..................................................    42
Section 1107.  Securities Redeemed in Part............................................................    42

                                            Article Twelve
                                            Sinking Funds

Section 1201.  Applicability of Article...............................................................    42
Section 1202.  Satisfaction of Sinking Fund Payments with Securities..................................    42
Section 1203.  Redemption of Securities for Sinking Fund..............................................    43

                                            Article Thirteen
                                   Defeasance and Covenant Defeasance

Section 1301.  Applicability of Article; Company's Option to Effect Defeasance or Covenant
               Defeasance.............................................................................    43
Section 1302.  Defeasance and Discharge...............................................................    43
Section 1303.  Covenant Defeasance....................................................................    44
Section 1304.  Conditions to Defeasance or Covenant Defeasance........................................    44
Section 1305.  Deposited Money and U.S. Government Obligations to be Held in Trust; Other
               Miscellaneous Provisions...............................................................    45
Section 1306.  Reinstatement..........................................................................    46
Section 1307.  Qualifying Trustee.....................................................................    46

                                            Article Fourteen
              Immunity of Incorporators, Stockholders, Officers, Directors and Employees

Section 1401.  Exemption from Individual Liability....................................................    46
</TABLE>

NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

         INDENTURE, dated as of [ ], 2000, between AirTran Holdings, Inc., a
corporation duly organized and existing under the laws of the State of Nevada
(herein called the "Company"), having its principal office at 9955 AirTran
Boulevard, Orlando, Florida 32827, and __________________________, a _______
banking corporation, as Trustee (herein called the ("Trustee").

                            RECITALS OF THE COMPANY

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

         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:

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

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

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

         (4)  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

         (5)  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.

         "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.

                                       1
<PAGE>

         "Attributable Debt" means, in connection with a sale and leaseback
transaction involving a lease with an original term of more than 12 months, (i)
the present value of the total net amount of rent required to be paid under such
lease during the remaining term of the lease (including any renewal term or
period for which such lease has been extended), discounted at the rate of
interest set forth or implicit in the terms of such lease or, if not practicable
to determine such a rate, the weighted average interest rate per year borne by
the debt securities of each series outstanding under this Indenture compounded
semi-annually, or (ii) if the obligation with respect to such sale and leaseback
transaction is required to be classified and accounted for as a capitalized
lease for financial reporting purposes in accordance with generally accepted
accounting principles, the amount equal to the capitalized amount of such
obligation determined in accordance with generally accepted accounting
principles and included in the financial statements of the lessee.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 615 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means either the board of directors of the Company
or any 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.

         "Book-Entry Security" means a Security in the form prescribed in
Section 204 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or such nominee.

         "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.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, 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.

         "Company" means the Person named as the "Company" in the first
paragraph of this 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 President, its Chief Financial Officer, a Vice President,
and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

         "Consolidated Net Assets" means the aggregate amount of assets, less
reserves and other deductible items, after deducting current liabilities, as
shown on Company's most recent consolidated balance sheet and prepared in
accordance with generally accepted accounting principles.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of original execution of this Indenture
is located at __________________________________________________________, except
that, with respect to presentation of the Securities for payment or registration
of transfers or exchanges and the location of the register, such term means the
office or agency of the Trustee at which at any particular time its corporate
agency business shall be conducted.

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

                                       2
<PAGE>

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the Person designated as Depositary for such series by the Company
pursuant to Section 301, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934; and if at any time there is more than
one such Person, "Depositary" as used with respect to the Securities of any
series shall mean the Depositary with respect to the Securities of such series.

         "Domestic Subsidiary" means a subsidiary of the Company which owns a
Principal Domestic Property and transacts substantially all of its business or
maintains substantially all of its property within the United States, excluding
its territories, possessions and Puerto Rico. The term does not include any
subsidiary which is engaged primarily in financing operations outside of the
United States or in leasing personal property or financing inventory,
receivables or other property.

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

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the forms and 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.

         "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.

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

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, 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 canceled by the Trustee or delivered
                    to the Trustee for cancellation;

              (ii)  Securities for whose payment or redemption money in the
                    necessary amount has been theretofore deposited with the
                    Trustee or any Paying Agent (other than the Company or any
                    of its Affiliates) in trust 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 Section 1104 of this Indenture or provision
                    therefor satisfactory to the Trustee has been made;

                                       3
<PAGE>

              (iii) Securities, except to the extent provided in Sections 1302
                    and 1303, with respect to which the Company has effected
                    defeasance or covenant defeasance as provided in Article
                    Thirteen; 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, or whether sufficient funds are available for redemption or
for any other purpose, and for the purpose of making the calculations required
by Section 313 of the Trust Indenture Act, (i) the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the date
of such determination upon acceleration of the Maturity thereof pursuant to
Section 502, (ii) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 301 on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i)
above) of such Security, (iii) the principal amount of any indexed security that
may be counted in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the principal face
amount of such indexed security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 301, and (iv) except for the
purpose of making the calculations required by Section 313 of the Trust
Indenture Act, 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 a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the 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, joint venture,
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 Sections 301 and 1002.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 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 Domestic Property" means any building, structure or other
facility, together with the land on which it is erected and fixtures comprising
a part of it, used primarily for information processing, research or housing
hardware or software required for information processing, located in the United
States, excluding its territories, possessions and Puerto Rico, owned or leased
by the Company or one of the Company's subsidiaries and having a net book value
in excess of 1% of Consolidated Net Assets, other than any such building,
structure or other facility or a portion which the Company's principal executive
officer, president and principal financial officer determine in good faith is
not of material importance to the total business conducted or assets owned by
the Company and its subsidiaries as an entirety.

                                       4
<PAGE>

         "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.

         "Responsible Officer", when used with respect to the Trustee, means any
officer assigned by the Trustee to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "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 any corporation, association or other business
entity of which more than 50% of the outstanding Voting Interests is owned
directly or indirectly by the Company or by one or more other Subsidiaries or by
the Company and one or more Subsidiaries.

         "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.

         "U.S. Government Obligations" 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".

         "Voting Interests" means, with respect to any Person, any and all
shares, interests, participations or other equivalents in equity of such Person,
ordinarily having the power to vote for the election of directors, managers or
other voting members of the governing body of such Person.

                                       5
<PAGE>

Section 102.  Compliance Certificates and Opinions.
              ------------------------------------

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee 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 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 representations by
counsel or an opinion of counsel, unless such officer knows, or in the exercise
of reasonable care should know, that the certificate, representations or opinion
with respect to the matters upon which such officer's certificate or opinion is
based are erroneous. Any such certificate or representations of counsel 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.
              -----------------------------

              (a)  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 their 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 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.

                                       6
<PAGE>

              (b)  The fact and date of the execution by any Person of any such
         instrument or writing may be proved by the affidavit of a witness of
         such execution or by a certificate of a notary public or other officer
         authorized by law to take acknowledgments of deeds, certifying that the
         individual signing such instrument or writing acknowledged to him the
         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.

              (c)  The Company may fix any day as the record date for the
         purpose of determining the Holders of Securities of any series entitled
         to give or take any request, demand, authorization, direction, notice,
         consent, waiver or other action, or to vote on any action, authorized
         or permitted to be given or taken by Holders of Securities of such
         series. If not set by the Company prior to the first solicitation of a
         Holder of Securities of such series made by any Person in respect of
         any such action, or, in the case of any such vote, prior to such vote,
         the record date for any such action or vote shall be the 30th day (or,
         if later, the date of the most recent list of Holders required to be
         provided pursuant to Section 701) prior to such first solicitation or
         vote, as the case may be. With regard to any record date for action to
         be taken by the Holders of one or more series of Securities, only the
         Holders of Securities of such series on such date (or their duly
         designated proxies) shall be entitled to give or take, or vote on, the
         relevant action.

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

              (e)  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.

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: Corporate Trust Administration, 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, Attention: Treasurer.

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. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice. 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.

                                       7
<PAGE>

         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 that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the 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 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 LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 113.  Legal Holidays.
              --------------

         In any case where any Interest Payment Date, Redemption Date, Stated
Maturity or 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 the Securities of any series 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, the Redemption Date, or at the Stated Maturity or
Maturity; provided, that no interest shall accrue for the intervening period.

                                       8
<PAGE>

                                  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, 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 of the Securities. If the form of Securities of any series is
established by, or 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 permitted by the
rules of any securities exchange on which the Securities may be listed, 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.]

________________________________________________________________________________

                            AirTran Holdings, Inc.
                            ----------------------

No._______________                                                    $_________

                                                            CUSIP NO.___________

         AirTran Holdings, Inc., a corporation duly organized and existing under
the laws of Nevada (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 [if applicable, insert -- and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of ___% per
annum on any overdue principal and premium and on any overdue installment of
interest]. 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].

                                       9
<PAGE>

         [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 of this Security shall bear
interest at the rate of __% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. [Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of __% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- 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 [if applicable, insert --;
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 or by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security Register,
provided that such Person shall have given the Trustee written wire instructions
at least five Business Days prior to the applicable Interest Payment Date.]

         [If the Security is payable in a foreign currency, currency unit or
composite currency insert -- the appropriate provision.]

         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.

                                               AirTran Holdings, Inc.


                                               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 [ ], 2000 (herein called the
"Indenture"), between the Company and ______________________, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, 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 [, initially limited in aggregate principal amount to $______].

                                       10
<PAGE>

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, such 30
or 60 days, as the case may be, to be counted from the date notice is mailed,
[if applicable, insert -- (1) on ______ in any year 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 [on or after ____________, 20__], as a whole or in part, at the
election of the Company, [at Redemption Prices determined as follows:] at the
following Redemption Prices (expressed as percentages of the principal amount):
[If redeemed [on or before ________, ___%]: If redeemed on or before ______, and
if redeemed] during the 12-month period beginning ______ of the years indicated,

                       Redemption                     Redemption
         Year             Price           Year           Price
     ------------    --------------    ----------   ---------------


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 Regular Record Dates or Special 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 nor more than 60 days' notice by mail, such 30
or 60 days, as the case may be, to be counted from the date notice is mailed,
(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 [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             Redemption Price for
                            for Redemption              Redemption Otherwise
                           Through Operation           Than Through Operation
          Year            of the Sinking Fund           of the 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
Regular Record Dates or Special Record Dates referred to on the face hereof, all
as provided in the Indenture.]

         [The sinking fund for this series provides for the redemption on
_______ in each year beginning with the year _______ and ending with the year
_______ of [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
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made [in the inverse order in
which they become due].]

         [If the Securities do not have a sinking fund, then insert -- the
Securities do not have the benefit of any sinking fund obligations.]

                                       11
<PAGE>

         [If the Security is subject to redemption, 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.]

         [If the Security is not subject to redemption, insert -- The Securities
of this series are not redeemable prior to Stated Maturity.]

         [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [and/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.]

         [If the Security is an indexed security, insert -- the appropriate
provision.]

         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
adversely affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be adversely 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 herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         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 $1,000 or integral multiples 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.

                                       12
<PAGE>

         No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, director or employee, as such, past, present or future, of
the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

         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 (subject to Section 307 of the Indenture), 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. The Indenture and
this Security shall be governed by and construed in accordance with the laws of
the State of New York without regard to the conflicts of laws principles
thereof.

Section 204.  Additional Provisions Required in Book-Entry Security.
              -----------------------------------------------------

         Any Book-Entry Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203 and in addition to any legend
required by the Depositary, bear a legend in substantially the following form:

         "This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary."

Section 205.  Form of Trustee's Certificate of Authentication.
              -----------------------------------------------

         The Trustees certificate 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.

Dated:_____________

                                   ___________________________________________,
                                   As Trustee



                                   By:________________________________________
                                                Authorized Signatory

                                       13
<PAGE>

                                 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 from time to time 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,

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

         (2)  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);

         (3)  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;

         (4)  the date or dates on which the principal of and premium, if any,
              on the Securities of the series is payable, or method by which
              such date or dates shall be determined or extended;

         (5)  the rate or rates at which the Securities of the series shall bear
              interest, if any, or the method of calculating such rate or rates
              of interest, the date or dates from which such interest shall
              accrue or the method by which such date or dates shall be
              determined, the Interest Payment Dates on which any such interest
              shall be payable and the Regular Record Date for any interest
              payable on any Interest Payment Date;

         (6)  if other than the Corporate Trust Office of the Trustee, the place
              or places where the principal of and any premium and interest on
              Securities of the series shall be payable or where Securities of a
              series may be surrendered for registration of transfer or
              exchange;

         (7)  the period or periods within which, the price or prices at which,
              the currency or currencies, currency units or composite currencies
              in which and the other terms and conditions upon which Securities
              of the series may be redeemed, in whole or in part, at the option
              of the Company;

         (8)  the obligation, if any, of the Company to redeem or purchase
              Securities of the series pursuant to any sinking fund or analogous
              provisions or at the option of a Holder thereof and the period or
              periods (or the methods of determination of such a period or
              periods) within which, the price or prices at which and the other
              terms and conditions upon which Securities of the series shall be
              redeemed or purchased, in whole or in part, pursuant to such
              obligation;

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

         (10) the currency, currencies, currency units or composite currencies
              in which the Securities of the series will be issued and/or in
              which payment of the principal of and any premium and interest on
              any Securities of the series shall be payable if other than the
              currency of the United States of America and

                                       14
<PAGE>

              the manner of determining the equivalent thereof in the currency
              of the United States of America for purposes of the definition of
              "Outstanding" in Section 101;

         (11) if the amount of payments of principal of or any premium or
              interest on any Securities of the series may be determined with
              reference to an index, formula or other method, the index, formula
              or other method by which such amounts shall be determined;

         (12) if the amount Outstanding of an indexed security for purposes of
              the definition of "Outstanding" is to be other than the principal
              face amount at original issuance, the method of determination of
              such amount;

         (13) 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
              a Holder thereof, in one or more currencies, currency units or
              composite currencies other than that or those in which the
              Securities are stated to be payable, the currency, currencies,
              currency units or composite currencies in which payment of the
              principal of and any premium and interest on Securities of such
              series as to which such election is made shall be payable, and the
              periods within which and the other terms and conditions upon which
              such election is to be made;

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

         (15) if either or both of Section 1302 or 1303 does not apply to the
              Securities of any series;

         (16) whether the Securities of the series shall be issued in whole or
              in part in the form of one or more Book-Entry Securities and, in
              such case, the Depositary with respect to such Book-Entry Security
              or Securities and the circumstances under which any Book-Entry
              Security may be registered for transfer or exchange, or
              authenticated and delivered, in the name of a Person other than
              such Depositary or its nominee, if other than as set forth in
              Section 305;

         (17) the rights, if any, of a Holder to renew or extend the maturity of
              the Securities of the series;

         (18) the obligation, if any, of the Company to permit the conversion or
              exchange of the Securities of the series into the Company's common
              stock, preferred stock or other securities, and the terms and
              conditions upon which such conversion or exchange may be effected
              (including, without limitation, the initial conversion price or
              rate, the conversion period, the conversion agent, any adjustment
              of the applicable conversion price or rate and any requirements
              relative to the reservation or such shares or securities for
              purposes of such conversion;

         (19) the terms, if any, pursuant to which the Securities of the series
              will be made subordinate in right of payment to senior
              indebtedness of the Company, and the terms of such subordination;

         (20) any additional, modified or different covenants or Events of
              Default applicable to one or more particular series of Securities;

         (21) whether the Securities of a series will be issued as part of units
              consisting of Securities and other securities of the Company or
              another issuer; and

         (22) 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. All Securities
of any one series need not be issued at the same time and, unless otherwise

                                       15
<PAGE>

provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

         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, or providing the manner for determining, the terms of
the series.

Section 302.  Denominations.
              -------------

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions 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 Chief Executive Officer, its President, its Chief
Financial Officer 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 or make available for
delivery such Securities; provided, however, that in the case of Securities of a
series that are not to be originally issued at one time, the Trustee shall
authenticate and deliver or make available for delivery such Securities from
time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the form or forms or terms of the Securities of
the series have been established in 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,

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

         (b)  if the terms of such Securities have been, or in the case of
              Securities of a series that are not to be originally issued at one
              time, will be established by or pursuant to Board Resolution as
              permitted by Section 301, that such terms have been, or in the
              case of Securities of a series that are not to be originally
              issued at one time, will be established in conformity with the
              provisions of this Indenture, subject, in the case of Securities
              of a series that are not to be originally issued at one time, to
              any conditions specified in such Opinion of Counsel; 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; provided, that

                                       16
<PAGE>

              such Opinion of Counsel need express no opinion as to whether a
              court in the United States would render a money judgment in
              currency other than that of the United States.

If such form or forms 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 the Trustee determines would expose it to personal liability.

         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 time
of authentication of each Security of such series if such documents, with
appropriate modifications to cover such future issuances, are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

         If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Book-Entry Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and the Company Order with respect to
such series, authenticate and deliver or make available for delivery one or more
Securities in such form that (i) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Book-Entry Security or Securities, (ii)
shall be registered in the name of the Depositary for such Book-Entry Security
or Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instruction and (iv)
shall bear the legend set forth in Section 204.

         Unless otherwise established pursuant to Section 301, each Depositary
designated pursuant to Section 301 for a Book-Entry Security must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation. The Trustee shall have no responsibility to
determine if the Depositary is so registered. Each Depositary shall enter into
an agreement with the Trustee governing the respective duties and rights of such
Depositary and the Trustee with regard to Book-Entry Securities.

         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 of an authorized officer thereof,
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 or make available for delivery, 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 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 or make available for delivery in
exchange

                                       17
<PAGE>

therefor one or more definitive Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor. 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.

         Notwithstanding anything herein to the contrary, there shall be only
one Security Register with respect to each series of Securities.

         Upon surrender for registration of transfer of any Security of any
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 or make available for delivery, in the name of the designated transferee
or transferees, one or more new Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, 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 or make available
for delivery, the Securities which the Holder making the exchange is entitled to
receive.

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

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

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

         Notwithstanding the foregoing, any Book-Entry Security shall be
exchangeable pursuant to this Section 305 for Securities registered in the names
of Persons other than the Depositary for such Security or its nominee only if
(i) such Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Book-Entry Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended and the Company does not appoint a successor
Depositary within 90 days after receipt by it of such notice or after it becomes
aware of such cessation, (ii) the Company executes and delivers to the Trustee a
Company Order that such Book-Entry Security shall be so exchangeable or (iii)
there shall have occurred and be continuing an Event of Default with respect to
the Securities. Any Book-Entry Security that is exchangeable

                                       18
<PAGE>

pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as such Depositary shall direct.

         Notwithstanding any other provision in this Indenture, unless and until
it is exchanged in whole or in part for Securities that are not in the form of a
Book-Entry Security, a Book-Entry Security may not be transferred or exchanged
except as a whole by the Depositary with respect to such Book-Entry Security to
a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary.

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

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 or make available
for delivery 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 (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and 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) 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 at the office or agency maintained for such purpose pursuant
to Section 1002; provided, however, that at the option of the Company, interest
on Securities of any series that bear interest may be paid (i) by check mailed
to the address of the Person entitled thereto as it shall appear on the Security
Register or (ii) by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register; provided, that such
Person shall have given the Trustee written wire instructions at least five
Business Days prior to the applicable Interest Payment Date.

         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 (1) or (2) below:

                                       19
<PAGE>

         (1)  The Company may elect to make payment of any Defaulted Interest to
              the Persons in whose names the Securities of such series (or their
              respective Predecessor Securities) are registered at the close of
              business on a Special Record Date for the payment of such
              Defaulted Interest, which shall be fixed in the following manner.
              The Company shall notify the Trustee in writing of the amount of
              Defaulted Interest proposed to be paid on each Security of such
              series and the date of the proposed payment, and at the same time
              the Company shall deposit with the Trustee an amount of money
              equal to the aggregate amount proposed to be paid in respect of
              such Defaulted Interest or shall make arrangements satisfactory to
              the Trustee for such deposit prior to the date of the proposed
              payment such money when deposited to be held in trust for the
              benefit of the Persons entitled to such Defaulted Interest as in
              this Clause provided. Thereupon the Trustee shall fix a Special
              Record Date for the payment of such Defaulted Interest which shall
              be not more than 15 days and not less than 10 days prior to the
              date of the proposed payment and not less than 10 days after the
              receipt by the Trustee of the notice of the proposed payment. The
              Trustee shall promptly notify the Company of such Special Record
              Date and, in the name and at the expense of the Company, shall
              cause notice of the proposed payment of such Defaulted Interest
              and the Special Record Date therefor to be mailed, first-class
              postage prepaid, to each Holder of Securities of such series at
              his address as it appears in the Security Register, not less than
              10 days prior to such Special Record Date. Notice of the proposed
              payment of such Defaulted Interest and the Special Record Date
              therefor having been so mailed, such Defaulted Interest shall be
              paid to the Persons in whose names the Securities of such series
              (or their respective Predecessor Securities) are registered at the
              close of business on such Special Record Date and shall no longer
              be payable pursuant to the following Clause (2).

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

         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.
All Securities so delivered and any Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by the Trustee and such
cancellation shall be noted conspicuously on each such Security. 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 canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of as directed by a
Company Order or after 90 days, if not in receipt of such Company Order, shall
be disposed of in accordance with the Trustee's customary procedures.

                                       20
<PAGE>

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.

Section 311.      CUSIP Numbers.
                  -------------

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

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

         (1)  either

              (A) all such Securities theretofore authenticated and delivered
                  (other than (i) such Securities which have been destroyed,
                  lost or stolen and which have been replaced or paid as
                  provided in Section 306 and (ii) such 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

                  (i)      have become due and payable, or

                  (ii)     will become due and payable at their Stated Maturity
                           within one year, or

                  (iii)    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 (B)(i), (ii) or (iii) above,
                           has deposited or caused to be deposited with the
                           Trustee as trust funds in trust for the purpose an
                           amount in the currency or currencies or currency unit
                           or units in which such Securities are payable
                           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;

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

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

                                       21
<PAGE>

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and to any
Authenticating Agent under Section 615 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402, Article Six and the last paragraph
of Section 1003 shall survive.

Section 402.      Application of Trust Money.
                  --------------------------

         Subject to 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.
                  -----------------

         "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 voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body, unless
it is inapplicable to a particular series or is specifically deleted or modified
in the Board Resolution (or action taken pursuant thereto), Officers'
Certificate or supplemental indenture under which such series of Securities is
issued or has been modified in an indenture supplemental hereto):

         (1)  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

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

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

         (4)  default in the performance, or breach, of any covenant or warranty
              of the Company in this Indenture with respect to Securities of
              that series (other than a covenant or warranty a default in whose
              performance or whose breach is elsewhere in this Section
              specifically dealt with), and continuance of such default or
              breach for a period of 90 days after there has been given, by
              registered or certified mail, to the Company by the Trustee or to
              the Company and the Trustee by the Holders of 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

         (5)  the entry by a court having jurisdiction in the premises of (A) a
              decree or order for relief in respect of the Company in an
              involuntary case or proceeding under any applicable federal or
              state bankruptcy, insolvency, reorganization or other similar law
              or (B) a decree or order adjudging the Company a bankrupt or
              insolvent, or approving as properly filed a petition seeking
              reorganization, arrangement, adjustment or composition of or in
              respect of the Company under any applicable federal or state law,
              or appointing a custodian, receiver, liquidator, assignee,
              trustee, sequestrator or other similar official of the Company or
              of any substantial part of its property, or ordering the winding
              up or liquidation of its affairs, and the continuance of any such
              decree or order for relief or any such other decree or order
              unstayed and in effect for a period of 60 consecutive days; or

         (6)  the commencement by the Company of a voluntary case or proceeding
              under any applicable federal or state bankruptcy, insolvency,
              reorganization or other similar law or of any other case or
              proceeding to

                                       22
<PAGE>

              be adjudicated a bankrupt or insolvent, or the consent by it to
              the entry of a decree or order for relief in respect of the
              Company in 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 it or the filing by it of a petition or
              answer or consent seeking reorganization or relief under any
              applicable federal or state law, or the consent by it to the
              filing of such petition or to the appointment of or taking
              possession by a custodian, receiver, liquidator, assignee,
              trustee, sequestrator or other similar official of the Company or
              of any substantial part of its property, or the making by it of an
              assignment for the benefit of creditors, or the admission by it in
              writing of its inability to pay its debts generally as they become
              due, or the taking of corporate action by the Company in
              furtherance of any such action; or

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

         The Company shall provide the Trustee with written notice of an Event
of Default within five Business Days after such Event of Default has occurred
and is continuing.

Section 502.      Acceleration of Maturity; Rescission and Annulment.
                  --------------------------------------------------

         If an Event of Default (other than an Event of Default described in
clause 6 or 7 of Section 501) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities or indexed
securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or, in the case of Original Issue Discount Securities or indexed
securities, such specified amount) shall become immediately due and payable.

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

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

              (A) all overdue interest on all Securities of that series,

              (B) 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,

              (C) 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

              (D) 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


         (2)  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.

         If an Event of Default described in clause 6 or 7 of Section 501
occurs, the Outstanding Securities shall ipso facto become immediately due and
payable without need of any declaration or other act on the part of the Trustee
or any Holder.

                                       23
<PAGE>

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

         The Company covenants that if

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

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

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 shall immediately 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 directly 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 may be a member of a
creditors' or other similar committee.

Section 505.      Trustee May Enforce Claims Without Possession of Securities.
                  -----------------------------------------------------------

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
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:

                                       24
<PAGE>

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

         SECOND: 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; and

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

Section 507.      Limitation on Suits.
                  -------------------

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

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

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

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

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

         (5)      no direction inconsistent with such written request has been
                  given to the Trustee before or 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
Holders, or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all Holders.

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

Section 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.

                                       25
<PAGE>

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 and as otherwise provided in Section 507, 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 of 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

         (1)      such direction shall not be in conflict with any rule of law
                  or with this Indenture,

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

         (3)      subject to the provisions of Section 601, the Trustee shall
                  have the right to decline to follow any such direction if the
                  Trustee in good faith shall, by a Responsible Officer or
                  Officers of the Trustee, determine that the proceeding so
                  directed would involve the Trustee in personal liability.

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

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

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

         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,
including counsel fees and expenses, 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, the Trustee or the Holders of more than 10% in
aggregate principal amount of the Outstanding Securities of any series or to any
suit instituted by

                                       26
<PAGE>

any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the due date expressed in such Security..

                                   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.

Section 602.      Notice of Defaults.
                  ------------------

         Within 90 days after the occurrence of any default hereunder with
respect to Securities of any series, the Trustee shall mail to all Holders of
Securities of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived before the giving of such notice;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on Securities of any series or in
the payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 501(4) 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 of lapse of time or both
would become, an Event of Default with respect to Securities of such series.
Subject to Trust Indenture Act Section 315(b), the Trustee shall not be deemed
to have, or be required to take, notice of any default or Event of Default
(other than a default described in paragraph (1), (2), or (3) of Section 501)
except upon (a) written notification from the Company or (b) written
notification from a Holder and, in the absence of such notice, the Trustee may
conclusively presume that there is no default or Event of Default except as
aforesaid.

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 (whether
                  in its original or facsimile form) believed by it to be
                  genuine and to have been signed or presented by the proper
                  party or parties;

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

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

                                       27
<PAGE>

           (d) the Trustee may consult with counsel of its selection 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.

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 and Serve as Trustee Under Other Indentures.
               ---------------------------------------------------------------

         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.

         Subject to the provisions of Section 608, the Trustee may become and
act as trustee under other indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding in the same manner as if it were not Trustee.

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 in writing with the Company.

Section 607.   Compensation and Reimbursement.
               ------------------------------

         The Company agrees

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

                                       28
<PAGE>

         (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, willful
               misconduct or bad faith; and

         (3)   to indemnify each of the Trustee, or any predecessor Trustee,
               for, and to hold it harmless against, any and all loss,
               liability, damage, claim or expense incurred without negligence
               or willful misconduct 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.

         The Trustee shall have a lien prior to the Securities upon all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee.

Section 608.   Disqualification; 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.

Section 609.   Corporate Trustee Required; Eligibility.
               ---------------------------------------

         There shall at all times be a Trustee hereunder which 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. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of any federal or state supervising or examining authority, then for the
purposes of this Section, 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 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.
               -------------------------------------------------

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

               (b)  The Trustee may resign at any time with respect to the
                    Securities of one or more series by giving written notice
                    thereof to the Company. If the instrument of acceptance by a
                    successor Trustee required by Section 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, at the expense of the Company, any court of
                    competent jurisdiction for the appointment of a successor
                    Trustee with respect to the Securities of such series.

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

                                       29
<PAGE>

                    Trustee required by Section 611 shall not have been
                    delivered to the Trustee within 30 days after the giving of
                    such notice of removal, the Trustee being removed may
                    petition, at the expense of the Company, any court of
                    competent jurisdiction for the appointment of a successor
                    Trustee with respect to the Securities of such series.

               (d)  If at any time:

                    (1) the Trustee shall fail to comply with Section 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, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) 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.

               (e)  If the Trustee shall resign, be removed or become incapable
                    of acting, or if a vacancy shall occur in the office of
                    Trustee for any cause, with respect to the Securities of one
                    or more series, the Company, by or pursuant to 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.

               (f)  The Company shall give notice of each resignation and each
                    removal of the Trustee with respect to the Securities of any
                    series and each appointment of a successor Trustee with
                    respect to the Securities of any series 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.
               --------------------------------------

               (a)  In case of the appointment hereunder of a successor Trustee
                    with respect to all Securities, every such successor Trustee
                    so appointed shall execute, acknowledge and deliver to the
                    Company and to the retiring Trustee an instrument accepting
                    such appointment, and

                                       30
<PAGE>

                    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.

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

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

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

Section 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 or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation or banking
association 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.

                                       31
<PAGE>

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.   Investment of Certain Payments Held by the Trustee.
               --------------------------------------------------

         Any amounts held by the Trustee hereunder, other than pursuant to
Article Thirteen hereof, shall be invested by the Trustee from time to time at
the written direction of the Company in such investments as may be specified by
the Company and permitted by law and under the Indenture; provided that in
investing trust funds pursuant to the terms of this Section and liquidating any
investments held in trust hereunder, the Trustee may, to the extent permitted by
law, purchase securities (including for the purposes of this paragraph
securities as to which the Trustee or a Trustee Affiliate (as defined below) is
the issuer or guarantor) from, and sell securities to, itself or any Trustee
Affiliate and purchase securities underwritten by, or in which a market is made
by, the Trustee or a Trustee Affiliate. For the purposes hereof, a "Trustee
Affiliate" shall mean an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Trustee. Any income or gain realized as a result of any such investment
shall be promptly distributed (in no event later than the next Business Day) to
the Company after any intended amounts have been paid to the Holders entitled
thereto, except after the occurrence and during the continuance of an Event of
Default. The Trustee shall have no liability to the Company for any loss
resulting from any investment made in accordance with this Section, and shall
bear no expense in connection with any investment pursuant to this Section. Any
such investment may be sold (without regard to maturity date) by the Trustee
whenever necessary to make any distribution required by this Indenture. Nothing
herein shall require the Trustee to invest funds held by it pursuant to the last
paragraph of Section 1003.

Section 615.   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 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 all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the

                                       32
<PAGE>

provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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

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

Dated: _______________


                                   _____________________________________________
                                   As Trustee


                                   By:__________________________________________
                                                 As Authenticating Agent


                                   By:__________________________________________
                                                  Authorized Signatory

                                 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 ____ and ___ in each year, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders as
of the preceding ____ or ____, 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 in 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.
               ------------------------------------------------------

               (a)  The Trustee shall preserve, in as current a form as is
                    reasonably practicable, the names and addresses of Holders
                    contained in the most recent list furnished to the Trustee
                    as provided in Section 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.

               (b)  The rights of the 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.

                                       33
<PAGE>

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

Section 703.   Reports by Trustee.
               ------------------

               (a)  The Trustee shall transmit to Holders such reports
                    concerning the Trustee and its actions under this Indenture
                    as may be required pursuant to the Trust Indenture Act at
                    the times and in the manner provided pursuant thereto. If
                    required by Section 313(a) of the Trust Indenture Act, the
                    Trustee shall, within sixty days after each _________
                    following the date of the first issuance of Securities
                    hereunder deliver to Holders a brief report, dated as of
                    such _______, which complies with the provisions of such
                    Section 313(a).

               (b)  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 promptly will
                    notify the Trustee when any Securities are listed on any
                    stock exchange or delisted therefrom.

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 Securities Exchange Act of 1934 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
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:

         (1)   the Person formed by such consolidation or into which the Company
               is merged or the Person which acquires by conveyance, transfer or
               lease the properties and assets of the Company substantially as
               an entirety shall be a corporation 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 premium, if any) and
               interest on all the Securities and the performance of every
               covenant of this Indenture on the part of the Company to be
               performed or observed;

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

         (3)   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 such supplemental
               indenture comply with this Article and that all conditions
               precedent herein provided for relating to such transaction have
               been complied with.

         (4)   This Section shall not apply to any merger or consolidation in
               which the Company is the surviving corporation, provided that,
               immediately after giving effect to such transaction, no Event of

                                       34
<PAGE>

               Default, and no event which, after notice or lapse of time or
               both, would become an Event of Default, shall have occurred and
               be continuing.

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.

Section 803.   Officers' Certificate and Opinion of Counsel.
               --------------------------------------------

         The Trustee, subject to the provisions of Sections 601 and 603, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, conveyance, transfer or lease, and
any such assumption, complies with the provisions of this Article before the
Trustee shall execute any supplemental indenture required pursuant to this
Article.

                                 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:

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

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

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

         (4)   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 in the form of Book-Entry Securities; or

         (5)   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

         (6)   to secure the Securities; or

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

                                       35
<PAGE>

       (8)   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(b); or

       (9)   if allowed, without penalty under applicable laws and regulations,
             to permit payment in the United States (including any of the States
             thereof and the District of Columbia), its territories, its
             possessions and other areas subject to its jurisdiction of
             principal, premium, if any, or interest, if any, on Securities in
             bearer form or coupons, if any; or

       (10)  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 (10), other than with respect
             to a defective provision, 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 adversely 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,

       (1)   change the Stated Maturity of the principal of, or any installment
             of principal of or premium 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 that 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 adversely affect the right of the
             Holder of any Security to require the Company to repurchase such
             Securities, or

       (2)   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

       (3)   modify any of the provisions of this Section, Section 513 or
             Section 1007, except to increase any percentage set forth in such
             Sections or to provide that certain other provisions of this
             Indenture cannot be modified or waived without the consent of the
             Holder of each Outstanding Security affected thereby; 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
             1007, or the deletion of this proviso, in accordance with the
             requirements of Sections 61l(b) and 901(8).

       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.

                                       36
<PAGE>

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

Section 1001.  Payment of Principal, Premium and Interest.
               ------------------------------------------

       The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of the 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 Trustee is hereby initially appointed Paying Agent, and the
Corporate Trust Office of the Trustee is initially designated as the office or
agency for the foregoing purposes. 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

                                       37
<PAGE>

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 (and premium, if any) 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 premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

       Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, 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)  hold all sums held by it for the payment of the principal of (and
            premium, if any) or interest on Securities of that series in trust
            for the benefit of the Persons entitled thereto until such sums
            shall be paid to such Persons or otherwise disposed of as herein
            provided;

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

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

       The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same 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 received by
the Trustee in respect of obligations deposited with the Trustee pursuant to
Article Thirteen, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company
Request (unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property law), 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
(unless the Company has remitted required moneys or property to the appropriate
governmental authority under any applicable escheat or abandoned or unclaimed
property laws, or has otherwise been discharged under such laws or laws of
similar applicability, in which case such Holder shall look solely to its
remedies (if any) under such laws and not to the Company), and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the City of New York or mailed
to Holders entitled to such notice, 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.

                                       38
<PAGE>

Section 1004.  Corporate 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 corporate
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 Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.

Section 1005.  Restrictions on Secured Debt.
               ----------------------------

       In the event the Company or any Domestic Subsidiary incurs, issues,
assumes or guarantees any indebtedness for borrowed money represented by notes,
bonds, debentures or other similar evidences of indebtedness, secured by a
mortgage, pledge or other lien on any Principal Domestic Property or on any
shares of stock or debt of any Domestic Subsidiary, the Company will secure, or
cause such Domestic Subsidiary to secure, the Securities equally and ratably
with, or prior to, that indebtedness, so long as that indebtedness is to be
secured, unless after giving effect to it the aggregate amount of all secured
indebtedness, together with all Attributable Debt in respect of sale and
leaseback transactions involving Principal Domestic Properties, would not exceed
15% of Consolidated Net Assets. This restriction will not apply to, and there
shall be excluded in computing secured indebtedness for the purpose of this
restriction, indebtedness secured by:

               (c)  mortgages on property of, or on any shares of stock or debt
                    of, any corporation existing at the time that corporation
                    becomes a Domestic Subsidiary; provided that such mortgages
                    or liens are not incurred in anticipation of such
                    corporation becoming a Domestic Subsidiary;

               (d)  mortgages in favor of the Company or any Domestic
                    Subsidiary;

               (e)  mortgages in favor of U.S. or foreign governmental bodies to
                    secure partial, progress, advance or other payments;

               (f)  mortgages on property, shares of stock or debt existing at
                    the time of acquisition, including acquisition through
                    merger or consolidation, purchase money mortgages and
                    construction cost mortgages existing at or incurred within
                    120 days of the time of acquisition;

               (g)  mortgages existing on the first date on which the Security
                    is authenticated by the Trustee;

               (h)  mortgages incurred in connection with pollution control,
                    industrial revenue or similar financings; and

               (i)  any extension, renewal or replacement of any debt secured by
                    any mortgage referred to in the foregoing list, inclusive;
                    provided that the principal amount of debt secured by such
                    mortgage shall not be increased.

Section 1006.  Restrictions on Sale and Leaseback Transactions.
               -----------------------------------------------

       Neither the Company nor any Domestic Subsidiary may enter into any sale
and leaseback transaction involving any Principal Domestic Property, the
acquisition or completion of construction and commencement of full operation of
which has occurred more than 120 days prior thereto, unless:

               (a)  the Company or the Domestic Subsidiary could incur a
                    mortgage on the property under the restrictions described
                    above under Section 1005 in an amount equal to the
                    Attributable Debt with respect to the sale and leaseback
                    transaction without equally and ratably securing the
                    Securities; or

               (b)  the Company, within 120 days after the sale or transfer by
                    the Company or any Domestic Subsidiary, applies to the
                    purchase of other property that constitutes a Principal
                    Domestic Property or the retirement of the Company's or any
                    Domestic Subsidiary's funded debt, which is defined as
                    indebtedness for borrowed money having a maturity of, or by
                    its terms

                                       39
<PAGE>

                    extendible or renewable for, a period of more than 12 months
                    after the date of determination of the amount, an amount
                    equal to the greater of:

                    (1)  the net proceeds of the sale of the Principal Domestic
                         Property sold and leased under such arrangement; or

                    (2)  the Attributable Debt with respect to such sale and
                         leaseback transaction.

Section 1007.  Waiver of Certain Covenants.
               ---------------------------

       The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1004 through 1006, inclusive, with
respect to the Securities of any series if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

       The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive compliance with any
covenant or condition hereunder. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any such compliance, whether or not such Holders remain
Holders after such record date.

Section 1008.  Compliance Certificate.
               ----------------------

       The Company will furnish to the Trustee on or before _____ in each year a
brief certificate (which need not comply with Section 102) from the principal
executive, financial or accounting officer of the Company stating that in the
course of the performance by the signer of his or her duties as an officer of
the Company he or she would normally have knowledge of any default or non-
compliance by the Company in the performance of any covenants or conditions
contained in this Indenture, stating whether or not he or she has knowledge of
any such default or non-compliance and, if so, specifying each such default or
non-compliance of which the signer has knowledge and the nature thereof. For
purposes of this Section 1008, non-compliance or default shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article.

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

Section 1102.  Election to Redeem; Notice to Trustee.
               -------------------------------------

       The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution or Officers' Certificate. In case of any
redemption at the election of the Company of the Securities of any series, 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 (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction or
condition.

                                       40
<PAGE>

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 of 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 of 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 and, in the case of any Securities selected
for partial redemption, 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 identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

       (1)  the Redemption Date,

       (2)  the Redemption Price,

       (3)  in the case of partial redemption of any Securities, the principal
            amounts of the particular Securities to be redeemed,

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

       (5)  the place or places where such Securities are to be surrendered for
            payment of the Redemption Price, and

       (6)  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.

                                       41
<PAGE>

Section 1105.  Deposit of Redemption Price.
               ---------------------------

       On or prior to the 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 in the currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) 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 or portions thereof 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 shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 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.

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 or make available for delivery 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. If a Book-
Entry Security is so surrendered, such new Security so issued shall be a new
Book-Entry Security.

                                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 a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

       The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any 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 of any series as provided for by the terms of Securities of such
series.

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

                                       42
<PAGE>

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 the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for 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 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and stating the basis for such credit and that such
Securities have not been previously so credited and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
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.  Applicability of Article; Company's Option to Effect Defeasance
               ---------------------------------------------------------------
               or Covenant Defeasance.
               ----------------------

Unless, pursuant to Section 301, provision is made that either or both of (a)
defeasance of the Securities of a series under Section 1302 as may be specified
pursuant to Section 301 with respect to any Securities, shall be applicable or
(b) covenant defeasance of the Securities of a series under Section 1303 shall
not apply to the Securities of a series, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
Thirteen, with such modifications thereto to the Securities of such series, and
the Company may at its option by Board Resolution, at any time, with respect to
the Securities of such series, elect to have either Section 1302 (if applicable)
or Section 1303 (if applicable) applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article
Thirteen.

Section 1302.  Defeasance and Discharge.
               ------------------------

Upon the Company's exercise of its option to have this Section applied to any
series of Securities, the Company shall be deemed to have been discharged from
its obligations with respect to the Outstanding Securities of such series, and
the provisions of Article Thirteen hereof shall cease to be effective, on and
after the date the conditions precedent set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series which shall thereafter
be deemed to be "Outstanding" only for the purposes of the Sections of this
Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 1304 as more fully set
forth in such Section, payments of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 305, 306, 1002 and
1003 and such obligations as shall be ancillary thereto, (C) the rights, powers,
trusts, duties, immunities and other provisions in respect of the Trustee
hereunder and (D) this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with respect
to the Securities of such series. Following a defeasance, payment of such
Securities may not be accelerated because of an Event of Default.

                                       43
<PAGE>

Section 1303.  Covenant Defeasance.
               -------------------

Upon the Company's exercise of its option (if any) to have this Section applied
to any series of Securities, the Company shall be released from its obligations
under Sections 801, 1005 and 1006 (and any covenant made applicable to such
Securities pursuant to Section 301) and the occurrence of an event specified in
Section 501(4) (with respect to Sections 801, 1005 and 1006 or any such
covenant) (and any other Event of Default applicable to such Securities that are
determined pursuant to Section 301 to be subject to this provision) shall not be
deemed to be an Event of Default with respect to the Outstanding Securities of
such series and the provisions of Article Thirteen hereof shall cease to be
effective on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and such Securities shall thereafter be
deemed not to be "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any other
thereof) in connection with Sections 801, 1005 and 1006 (and any other covenant
made applicable to such Security pursuant to Section 301) and any such Events of
Default, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Outstanding Securities of such series, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of any reference in any such Section or such
other covenant to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.
Notwithstanding the defeasance by the Company of its obligations under Sections
801, 1005 and 1006, any successor shall be required to assume the Company's
obligations under Section 607 as a condition to such succession.

Section 1304.  Conditions to Defeasance or Covenant Defeasance.
               -----------------------------------------------

The following shall be the conditions precedent to application of either Section
1302 or Section 1303 to the Outstanding Securities of or within such series:

       (1)  The Company shall irrevocably have deposited or caused to be
            deposited with the Trustee (or another trustee satisfying the
            requirements of Section 609 who shall agree to comply with the
            provisions of this Article Thirteen applicable to it) as trust funds
            in trust for the purpose of making the following payments,
            specifically pledged as security for, and dedicated solely to, the
            benefit of the Holders of such Securities, (A) money in an amount
            (in such currency, currencies or currency units in which such
            Securities are then specified as payable at Maturity), or (B) 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 (C) a combination thereof in an
            amount, sufficient, without reinvestment, in the opinion of a
            nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee, to pay and discharge, and which shall be applied by the
            Trustee (or other qualifying trustee) to pay and discharge, (i) the
            principal of (and premium, if any) and interest on the Outstanding
            Securities of such series on the Maturity of such principal,
            premium, if any, or interest and (ii) any mandatory sinking fund
            payments applicable to such Securities on the day on which such
            payments are due and payable in accordance with the terms of this
            Indenture and such Securities. Before such a deposit the Company may
            make arrangements satisfactory to the Trustee for the redemption of
            Securities at a future date or dates in accordance with Article
            Eleven, which shall be given effect in applying the foregoing. For
            this purpose, "U.S. Government Obligations" means securities that
            are (x) direct obligations of the United States of America for the
            payment of which its full faith and credit is pledged or (y)
            obligations of a Person controlled or supervised by and acting as an
            agency or instrumentality of the United States of America the
            payment of which is unconditionally guaranteed as a full faith and
            credit obligation by the United States of America, which, in either
            case, are not callable or redeemable at the option of the issuer
            thereof, and shall also include a depositary receipt issued by a
            bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
            as amended) as custodian with respect to any such U.S. Government
            Obligation or a specific payment of principal of or interest on any
            such U.S. Government Obligation held by such custodian for the
            account of the holder of such depositary receipt, provided that
            (except as required by law) such custodian is not authorized to make
            any deduction from the amount payable to the holder of such
            depositary receipt from any amount received by the custodian in
            respect of the U.S. Government Obligation or the

                                       44
<PAGE>

            specific payment of principal of or interest on the U.S. Government
            Obligation evidenced by such depositary receipt.

       (2)  No Event of Default or event which with notice or lapse of time or
            both would become an Event of Default with respect to the Securities
            of such series shall have occurred and be continuing (A) on the date
            of such deposit or (B) insofar as subsections 501(5) and (6) are
            concerned, at any time during the period ending on the 91st day
            after the date of such deposit or, if longer, ending on the day
            following the expiration of the longest preference period applicable
            to the Company in respect of such deposit (it being understood that
            this condition shall not be deemed satisfied until the expiration of
            such period).

       (3)  Such defeasance or covenant defeasance shall not (A) cause the
            Trustee for the Securities of such series to have a conflicting
            interest as defined in Section 608 or for purposes of the Trust
            Indenture Act with respect to any Securities of the Company or (B)
            result in the trust arising from such deposit to constitute, unless
            it is qualified as, a regulated investment company under the
            Investment Company Act of 1940, as amended.

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

       (5)  In the case of an election under Section 1302, the Company shall
            have delivered to the Trustee an Opinion of Counsel stating that (x)
            the Company has received from, or there has been published by, the
            Internal Revenue Service a ruling, or (y) since the date of this
            Indenture there has been a change in the applicable federal income
            tax law, in either case to the effect that, and based thereon such
            opinion shall confirm that, the Holders of the Outstanding
            Securities of such series will not recognize income, gain or loss
            for federal income tax purposes as a result of such defeasance and
            will be subject to federal income tax on the same amounts, in the
            same manner and at the same times as would have been the case if
            such defeasance had not occurred.

       (6)  In the case of an election under Section 1303, the Company shall
            have delivered to the Trustee an Opinion of Counsel to the effect
            that the Holders of the Outstanding Securities of such series will
            not recognize income, gain or loss for federal income tax purposes
            as a result of such covenant defeasance and will be subject to
            federal income tax on the same amounts, in the same manner and at
            the same times as would have been the case if such covenant
            defeasance had not occurred.

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

       (8)  The Company shall have delivered to the Trustee an Officers'
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent provided for relating to either the defeasance
            under Section 1302 or the covenant defeasance under Section 1303 (as
            the case may be) have been complied with.

Section 1305.  Deposited Money and U.S. Government Obligations to be Held in
               -------------------------------------------------------------
               Trust; Other Miscellaneous Provisions.
               -------------------------------------

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 (collectively, for purposes of this Section
1305, the "Trustee") pursuant to Section 1304 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law. Money so held
in trust shall not be subject to the provisions of Article Thirteen.

                                       45
<PAGE>

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the money or U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof.

Anything herein 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 which in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

Section 1306.  Reinstatement.
               -------------

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

Section 1307.  Qualifying Trustee.
               ------------------

Any trustee appointed pursuant to Section 1304 for the purpose of holding trust
funds deposited pursuant to that Section shall be appointed under an agreement
in form acceptable to the Trustee and shall provide to the Trustee a certificate
of such trustee, upon which certificate the Trustee shall be entitled to
conclusively rely, that all conditions precedent provided for herein to the
related defeasance or covenant defeasance have been complied with. In no event
shall the Trustee be liable for any acts or omissions of said trustee.

                               ARTICLE FOURTEEN

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS, DIRECTORS AND EMPLOYEES

Section 1401.  Exemption from Individual Liability.
               -----------------------------------

       No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer,
director, or employee, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers,
directors, or employees, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer, director, or employee,
as such, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of such Securities.

                                     *****

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

                                       46
<PAGE>

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

                                        AirTran Holdings, Inc.


                                        By:_____________________________________
                                        Name:
                                        Title:

STATE OF [___________]  )
                        )
COUNTY OF [__________]  )


       On the ____ day of ________, 2000, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he/she is ___________ of AirTran Holdings, Inc., one, of the companies
described in and which executed the foregoing instrument; that it was so affixed
by authority of the Board of Directors of said corporation, and that he/she
signed his/her name thereto by like authority of the Board of Directors of said
corporation.

__________________________________
Notary Public

                                        [TRUSTEE]

                                        By:_____________________________________
                                        Name:
                                        Title:

STATE OF [___________]  )
                        )
COUNTY OF [__________]  )


       On ____________, 2000, before me, ______________________, Notary Public,
personally appeared ______________, personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.


WITNESS my hand and official seal.

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Notary Public