<PAGE>
                                                                     EXHIBIT 4.3




                        LUMINENT MORTGAGE CAPITAL, INC.,
                                     Issuer




                                 DEBT SECURITIES




                                 _______________




                                    INDENTURE




                     Dated as of ____________________, 2005




              ____________________________________________________,
                                     Trustee
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
          TIA Section                               Indenture Section
          -----------                               -----------------
<S>                                                 <C>
           310(a)(1)                                       7.10
              (a)(2)                                       7.10
              (a)(3)                                       N.A.
              (a)(4)                                       N.A.
              (a)(5)                                       7.10
                 (b)                                       7.10
                 (c)                                       N.A.
              311(a)                                       7.11
                 (b)                                       7.11
                 (c)                                       N.A.
              312(a)                                       5.01
                 (b)                                       5.02
                 (c)                                       5.02
              313(a)                                       5.04
                 (b)                                       5.04
                 (c)                                      13.03
                 (d)                                       5.04
           314(a)(1)                                       5.03
              (a)(2)                                       5.03
              (a)(3)                                       5.03
              (a)(4)                                       4.05
                 (b)                                       N.A.
              (c)(1)                                      13.05
              (c)(2)                                      13.05
              (c)(3)                                       N.A.
                 (d)                                       N.A.
                 (e)                                      13.05
              315(a)                                       7.01
                 (b)                                       6.07 & 13.03
                 (c)                                       7.01
                 (d)                                       7.01
                 (e)                                       6.08
              316(a)(last sentence)                        1.01
              (a)(1)                                       6.06
              (a)(2)                                       9.01(d)
                 (b)                                       6.04
                 (c)                                       5.05
              317(a)                                       6.02
</TABLE>

                                       (i)
<PAGE>
<TABLE>
<CAPTION>
          TIA Section                               Indenture Section
          -----------                               -----------------
<S>                                                 <C>
                 (b)                                       4.04
              318(a)                                      13.07
</TABLE>

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.




                                      (ii)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
ARTICLE I - DEFINITIONS....................................................       1
   1.1     Certain Terms Defined...........................................       1
   1.2     Incorporation by Reference of Trust Indenture Act...............      10
   1.3     Rules of Construction...........................................      10

ARTICLE II - DEBT SECURITIES...............................................      11
   2.1     Forms Generally.................................................      11
   2.2     Form of Trustee's Certificate of Authentication.................      11
   2.3     Principal Amount; Issuable in Series............................      12
   2.4     Execution of Debt Securities....................................      15
   2.5     Authentication and Delivery of Debt Securities..................      15
   2.6     Denomination of Debt Securities.................................      17
   2.7     Registration of Transfer and Exchange...........................      17
   2.8     Temporary Debt Securities.......................................      18
   2.9     Mutilated, Destroyed, Lost or Stolen Debt Securities............      19
   2.10    Cancellation of Surrendered Debt Securities.....................      20
   2.11    Provisions of the Indenture and Debt Securities for the Sole
             Benefit of the Parties and the Holders........................      20
   2.12    Payment of Interest; Rights Preserved...........................      20
   2.13    Wire Transfers..................................................      21
   2.14    Securities Issuable in the Form of a Global Security............      21
   2.15    Medium Term Securities..........................................      23
   2.16    Defaulted Interest..............................................      24

ARTICLE III - REDEMPTION OF DEBT SECURITIES................................      25
   3.1     Applicability of Article........................................      25
   3.2     Notice of Redemption; Selection of Debt Securities..............      25
   3.3     Payment of Debt Securities Called for Redemption................      26
   3.4     Mandatory and Optional Sinking Funds............................      28
   3.5     Redemption of debt Securities for Sinking Fund..................      28

ARTICLE IV - PARTICULAR COVENANTS OF THE COMPANY...........................      30
   4.1     Payment of Principal of, and Premium, if any, and Interest on
             Debt Securities...............................................      30
   4.2     Maintenance of Offices or Agencies for Registration of Transfer,
             Exchange and Payment of Debt Securities.......................      30
   4.3     Appointment to Fill a Vacancy in the Office of Trustee..........      31
   4.4     Duties of Paying Agents, etc....................................      31
</TABLE>



                                      (iii)
<PAGE>
<TABLE>
<S>                                                                             <C>
   4.5     Statement by Officers as to Default.............................      32
   4.6     Existence.......................................................      32
   4.7     Maintenance of Properties.......................................      32
   4.8     Payment of Taxes and Other Claims...............................      33

ARTICLE V - HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE......      33
   5.1     The Company to Furnish Trustee Information as to Name and
             Address of Holders; Preservation of Information...............      33
   5.2     Communications to Holders.......................................      33
   5.3     Reports by the Company..........................................      33
   5.4     Reports by Trustee..............................................      34
   5.5     Record Dates for Action by Holders..............................      34

ARTICLE VI - REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT.......      35
   6.1     Events of Default...............................................      35
   6.2     Collection of Indebtedness by Trustee, etc......................      37
   6.3     Application of Moneys Collected by Trustee......................      38
   6.4     Limitation on Suits by Holders..................................      39
   6.5     Remedies Cumulative; Delay or Omission in Exercise of Rights Not
             a Waiver of Default...........................................      40
   6.6     Rights of Holders of Majority in Principal Amount of Debt
             Securities to Direct Trustee and to Waive Default.............      40
   6.7     Trustee to Give Notice of Defaults Known to it, but May Withhold
             Such Notice in Certain Circumstances..........................      41
   6.8     Requirement of an Undertaking to Pay Costs in Certain Suits
             Under the Indenture or against the Trustee....................      41

ARTICLE VII - CONCERNING THE TRUSTEE.......................................      42
   7.1     Certain Duties and Responsibilities.............................      42
   7.2     Certain Rights of Trustee.......................................      43
   7.3     Trustee Not Liable for Recitals in Indenture of in Debt
             Securities....................................................      45
   7.4     Trustee, Paying Agent or Registrar May Own Debt Securities......      45
   7.5     Moneys Received by Trustee to be Held in Trust..................      45
   7.6     Compensation and Reimbursement..................................      45
   7.7     Right of Trustee to Rely on an Officers' Certificate Where No
             Other Evidence Specifically Prescribed........................      46
   7.8     Replacement of Trustee..........................................      46
   7.9     Successor Trustee by Merger.....................................      48
   7.10    Eligibility; Disqualification...................................      48
   7.11    Preferential Collection of Claims against the Company...........      48
</TABLE>


                                      (iv)
<PAGE>
<TABLE>
<S>                                                                             <C>
   7.12    Compliance with Tax Laws........................................      48

ARTICLE VIII - CONCERNING THE HOLDERS......................................      49
   8.1     Evidence of Action by Holders...................................      49
   8.2     Proof of Execution of Instruments and of Holding of Debt
             Securities....................................................      49
   8.3     Who May Be Deemed Owner of Debt Securities......................      49
   8.4     Instruments Executed by Holders Bind Future Holders.............      50

ARTICLE IX - SUPPLEMENTAL INDENTURES.......................................      50
   9.1     Purposes for Which Supplemental Indenture May be Entered Into
             Without Consent of Holders....................................      50
   9.2     Modification of Indenture with Consent of Holders of Debt
             Securities....................................................      53
   9.3     Effect of Supplemental Indenture................................      54
   9.4     Debt Securities May Bear Notation of Changes by Supplemental
             Indentures....................................................      54
   9.5     Payment for Consent.............................................      54

ARTICLE X - CONSOLIDATION, MERGER, SALE OR CONVEYANCE......................      55
   10.1    Consolidation and Mergers of the Company........................      55
   10.2    Rights and Duties of Successor Corporation......................      55

ARTICLE XI - SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED
             MONEYS........................................................      56
   11.1    Applicability of Article........................................      56
   11.2    Satisfactory and Discharge of Indenture; Defeasance.............      56
   11.3    Conditions of Defeasance........................................      57
   11.4    Application of Trust Money......................................      58
   11.5    Repayment to the Company........................................      59
   11.6    Indemnity for U.S. Government Obligations.......................      59
   11.7    Reinstatement...................................................      59

ARTICLE XII - SUBORDINATION OF DEBT SECURITIES.............................      59
   12.1    Applicability of Article; Agreement to Subordinate..............      59
   12.2    Liquidation, Dissolution, Bankruptcy............................      59
   12.3    Default on Senor Indebtedness...................................      60
   12.4    Acceleration of Payment of Debt Securities......................      61
   12.5    When Distribution Must Be Paid Over.............................      61
   12.6    Subrogation.....................................................      61
   12.7    Relative Rights.................................................      61
   12.8    Subordination May Not Be Impaired by the Company................      62
   12.9    Rights of Trustee and Paying Agent..............................      62
   12.10   Distribution or Notice to Representative........................      62
</TABLE>


                                       (v)
<PAGE>
<TABLE>
<S>                                                                             <C>
   12.11   Article XII Not to Prevent Defaults or Limit Right to Accelerate      62
   12.12   Trust Moneys Not Subordinated...................................      62
   12.13   Trustee Entitled to Rely........................................      63
   12.14   Trustee to Effectuate Subordination.............................      63
   12.15   Trustee Not Fiduciary for Holders of Senior Indebtedness........      63
   12.16   Reliance by Holders of Senior Indebtedness on Subordination
             Provisions....................................................      63

ARTICLE XIII - MISCELLANEOUS PROVISIONS....................................      64
   13.1    Successors and Assigns of the Company Bound by Indenture........      64
   13.2    Acts of Board, Committee or Officer of Successor Company Valid..      64
   13.3    Required Notice or Demands......................................      64
   13.4    Indenture and Debt Securities to be Constructed in Accordance
             with the Laws of the State of New York........................      65
   13.5    Officers' Certificate and Opinion of Counsel to Be Furnished
             upon Application or Demand by the Company.....................      65
   13.6    Payments Due on Legal Holidays..................................      66
   13.7    Provisions Required by Trust Indenture Act to Control...........      66
   13.8    Computation of Interest on Debt Securities......................      66
   13.9    Rules by Trustee, Paying Agent and Registrar....................      66
   13.10   No Recourse against Others......................................      66
   13.11   Severability....................................................      66
   13.12   Effect of Headings..............................................      66
   13.13   Indenture May be Executed in Counterparts.......................      67
</TABLE>



                                      (vi)
<PAGE>
      INDENTURE, dated as of _______________________, 2005, between LUMINENT
MORTGAGE CAPITAL, INC., a corporation duly organized and existing under the laws
of the State of Maryland (hereinafter sometimes called the "Company"), and
________________________________________, a corporation duly organized and
existing under the laws of the State of New York (hereinafter sometimes 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, bonds or other evidences of indebtedness to be issued in one or more
series unlimited as to principal amount (herein called the "Debt Securities"),
as in this Indenture provided.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      In consideration of the premises, and of the purchase and acceptance of
the Debt Securities by the holders thereof, the Company and the Trustee covenant
and agree with each other, for the benefit of the respective Holders from time
to time of the Debt Securities or any series thereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1. Certain Terms Defined. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture which are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force as of the date of original execution of this
Indenture.

      "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 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.

      "Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such city or cities specified pursuant to Section 2.03
with respect to the Debt Securities of any series. Where successive

                                      -1-
<PAGE>
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any business day in such
city.

      "Bankruptcy Law" means Title 11, United States Code, or any similar
federal or state law for the relief of debtors.

      "Board of Directors" means either the Board of Directors of the Company or
any duly authorized committee or subcommittee of such Board, except as the
context may otherwise require.

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

      "Business day" means, when used with respect to any Place of Payment
specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies in
such Place of Payment are authorized or obligated by law to close.

      "Capitalized Lease Obligation" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP; and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

      "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests (including partnership interests) in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities
convertible into such equity.

      "Common Stock" means the common shares, $0.001 par value per share, of the
Company, which stock is currently listed on the New York Stock Exchange.

      "Company" means Luminent Mortgage Capital, Inc., a Maryland corporation,
and, subject to the provisions of Article X, shall also include its successors
and assigns.

      "Company Order" means a written order of the Company, signed by its
Chairman of the Board, President or any Vice President and by its Treasurer,
Secretary, any Assistant Treasurer or any Assistant Secretary and delivered to
the Trustee.

                                      -2-
<PAGE>
      "Corporate trust office of the Trustee" or other similar term means the
office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be principally administered in the United States
of America, including, with respect to the presentation of Debt Securities for
payment or for registration of transfer and exchange, such term to mean the
office of the Trustee or the Trustee's agent located at
_________________________________ in the Borough of Manhattan, the City and
State of New York.

      "Debt Security" or "Debt Securities" has the meaning stated in the first
recital of this Indenture and more particularly means any debt security or debt
securities, as the case may be, of any series authenticated and delivered under
this Indenture.

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

      "Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 2.14, with respect to registered Debt Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.

      "Designated Senior Indebtedness" means any Senior Indebtedness of the
Company as to which the Company has notified the Trustee at the time of issuance
thereof or upon execution of this Indenture that such Senior Indebtedness will
be treated as Designated Senior Indebtedness under this Indenture.

      "Disqualified Stock" of a Person means Redeemable Stock of such Person as
to which the maturity, mandatory redemption, conversion or exchange or
redemption at the option of the holder thereof occurs, or may occur, on or prior
to the first anniversary of the Stated Maturity of the Debt Securities.

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

      "Event of Default" has the meaning specified in Section 6.01.

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

      "GAAP" means generally accepted accounting principles in the United States
as in effect as of the date on which the Debt Securities of the applicable
series are issued, including those set forth in (i) the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
entity as approved by a significant segment of the accounting profession and
(iii) the rules and

                                      -3-
<PAGE>
regulations of the SEC, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of
the SEC. All ratios and computations based on GAAP contained in this Indenture
shall be computed in conformity with GAAP consistently applied.

      "Global Security" means with respect to any series of Debt Securities
issued hereunder, a Debt Security that is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and any
indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, that shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest.

      "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation of such other Person or
(ii) entered into for purposes of assuring in any other manner the obligee of
such Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided,
however, that the term "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

      "Holder", "Holder of Debt Securities" or other similar terms mean, with
respect to a Registered Security, the Registered Holder.

      "Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred by such
Subsidiary at the time it becomes a Subsidiary. The terms "Incurred",
"Incurrence" and "Incurring" shall each have a correlative meaning.

      "Indebtedness" means, with respect to any Person on any date of
determination (without duplication),

      (i) the principal of Indebtedness of such Person for borrowed money;


                                      -4-
<PAGE>
      (ii) the principal of obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

      (iii) all Capitalized Lease Obligations of such Person;

      (iv) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services (except Trade Payables);

      (v) all obligations of such Person in respect of letters of credit,
banker's acceptances or other similar instruments or credit transactions
(including reimbursement obligations with respect thereto), other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iv) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third business day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit;

      (vi) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock (but
excluding, in each case, any accrued dividends);

      (vii) all Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person;
provided, however, that the amount of such Indebtedness shall be the lesser of
(A) the fair market value of such asset at such date of determination and (B)
the amount of such Indebtedness of such other Persons; and

      (viii) all Indebtedness of other Persons to the extent Guaranteed by such
Person.

For purposes of this definition, the maximum fixed redemption, repayment or
repurchase price of any Disqualified Stock or Preferred Stock that does not have
a fixed redemption, repayment or repurchase price shall be calculated in
accordance with the terms of such Stock as if such Stock were redeemed, repaid
or repurchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture; provided, however, that if such Stock is
not then permitted to be redeemed, repaid or repurchased, the redemption,
repayment or repurchase price shall be the book value of such Stock as reflected
in the most recent financial statements of such Person. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date.

      "Indenture" means this instrument as originally executed, or, if amended
or supplemented as herein provided, as so amended or supplemented and shall
include the

                                      -5-
<PAGE>
form and terms of particular series of Debt Securities as contemplated
hereunder, whether or not a supplemental indenture is entered into with respect
thereto.

      "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or any Vice President and by the Treasurer, chief
accounting officer, the Secretary or any Assistant Treasurer or Assistant
Secretary of the Company and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 13.05, if applicable.

      "Opinion of Counsel" means an opinion in writing signed by legal counsel
for the Company (which counsel may be an employee of the Company), or outside
counsel for the Company that is reasonably acceptable to the Trustee. Each such
opinion shall include the statements provided for in Section 13.05, if
applicable.

      "Original Issue Discount Debt Security" means any Debt Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration or acceleration of the maturity thereof pursuant to
Section 6.01.

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

      (i) Debt Securities of that series theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

      (ii) Debt Securities of that series 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) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own paying agent) for the
holders of such Debt Securities; provided, however, that, if such Debt
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and

      (iii) Debt Securities of that series that have been paid pursuant to
Section 2.09 or in exchange for or in lieu of which other Debt Securities have
been authenticated and delivered pursuant to this Indenture, other than any such
Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Company;

                                      -6-
<PAGE>
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
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 or waiver, only Debt Securities that a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Debt Securities so owned that 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 Debt Securities and that the
pledgee is not the Company or any other obligor upon the Debt Securities or an
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of outstanding Debt Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an original Issue Discount Debt Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

      "pari passu", as applied to the ranking of any Indebtedness of a Person in
relation to other Indebtedness of such Person, means that each such Indebtedness
either (i) is not subordinate in right of payment to any Indebtedness or (ii) is
subordinate in right of payment to the same Indebtedness as is the other, and is
so subordinate to the same extent, and is not subordinate in right of payment to
each other or to any Indebtedness as to which the other is not so subordinate.

      "paying agent" means the Trustee in its capacity as paying agent and its
successors, or any other Person specified as paying agent with respect to any
Debt Security.

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

      "Place of Payment" means, when used with respect to the Debt Securities of
any series, the place or places where the principal of, and premium, if any, and
interest on, the Debt Securities of that series are payable as specified
pursuant to Section 2.03.

      "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.


                                      -7-
<PAGE>
      "Redeemable Stock" means, with respect to any Person, any Capital Stock
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable (other than redeemable only for Capital Stock of
such Person that itself is not Disqualified Stock) pursuant to a sinking fund
obligation or otherwise, (ii) is convertible or exchangeable at the option of
the holder for Indebtedness or Disqualified Stock or (iii) is redeemable at the
option of the holder thereof or must be purchased upon the occurrence of any
event, in whole or in part.

      "redemption date" means, with respect to any Debt Security to be redeemed,
pursuant to Article III hereof, the date of redemption of such Debt Security
specified in the relevant notice of redemption provided to the Trustee pursuant
to Section 3.02.

      "Registered Holder" means the Person in whose name a Registered Security
is registered in the Debt Security Register as defined in Section 2.07(a).

      "Registered Security" means any Debt Security registered as to principal
and interest in the Debt Security Register as defined in Section 2.07(a).

      "Registrar" has the meaning set forth in Section 2.07(a).

      "Representative" means the trustee, agent or representative (if any) for
an issue of Indebtedness.

      "Responsible Officer" when used with respect to the Trustee, means any
officer within the Trustee, including managing director, director, vice
president, assistant vice president, assistant secretary, assistant treasurer,
associate or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, and any other officer of the Trustee to whom corporate
trust matters are referred because of his knowledge of and familiarity with the
particular subject.

      "SEC" means the U.S. Securities and Exchange Commission.

      "Secured Indebtedness" means any Indebtedness of the Company secured by a
Lien.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Senior Indebtedness" means, as to any series of Debt Securities
subordinated pursuant to the provisions of Article XII, the Indebtedness of the
Company identified as Senior Indebtedness in the resolution of the Board of
Directors and accompanying Officers' Certificate or supplemental indenture
setting forth the terms.

      "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and

                                      -8-
<PAGE>
payable, including pursuant to any mandatory redemption provision (but excluding
any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred).

      "Subordinated Debt Securities" means any Debt Securities that are
subordinated as contemplated by paragraph (20) of the second paragraph of
Section 2.03.

      "Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

      "Temporary Cash Investments" means any of the following: (i) investments
in U.S. Government Obligations maturing within 90 days of the date of
acquisition thereof, (ii) investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 90 days of the date of
acquisition thereof issued by a bank or trust company that is organized under
the laws of the United States, any State thereof or any foreign country
recognized by the United States having capital, surplus and undivided profits
aggregating in excess of $500,000,000 and whose long-term debt is rated "A" or
higher according to Moody's Investors Service, Inc. or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act), (iii) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clause (i) above entered into with a bank meeting the
qualifications described in clause (ii) above and (iv) investments in commercial
paper, maturing not more than 90 days after the date of acquisition, issued by a
corporation (other than an Affiliate of the Company) organized and in existence
under the laws of the United States or any foreign country recognized by the
United States with a rating at the time as of which any investment therein is
made of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1"
(or higher) according to Standard and Poor's Corporation.

      "Trade Payables" means, with respect to any Person, any accounts payable
or any Indebtedness or monetary obligation to trade creditors created, assumed
or Guaranteed by such Person arising in the ordinary course of business of such
Person in connection with the acquisition of goods or services.

      "Trustee" initially means __________________________________ and any other
Person or Persons appointed as such from time to time pursuant to Section 7.08,
and, subject to the provisions of Article VII, includes its or their successors
and assigns. If at any time there is more than one such Person, "Trustee" as
used with respect to the Debt Securities of any series shall mean the Trustee
with respect to the Debt Securities of that series.

                                      -9-
<PAGE>
      "Trust Indenture Act" (except as herein otherwise expressly provided)
means the Trust Indenture Act of 1939 as in force at the date of this indenture
as originally executed and, to the extent required by law, as amended.

      "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

      "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States 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, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case, are not callable or redeemable at the
option of the issuer thereof.

      "Yield to Maturity" means the yield to maturity calculated at the time of
issuance of a series of Debt Securities, or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

      Section 1.2. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the Trust Indenture Act
which are incorporated by reference in and made a part of this indenture. The
following Trust Indenture Act terms have the following meanings:

      "indenture securities" means the Debt Securities.

      "indenture security holder" means a Holder.

      "indenture to be qualified" means this Indenture.

      "indenture trustee" or "institutional trustee" means the Trustee.

      "obligor" on the indenture securities means the Company and any other
obligor on the Debt Securities.

      All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust indenture Act, reference to another statute or defined by
rules of the SEC have the meanings assigned to them by such definitions.

      Section 1.3. Rules of Construction. Unless the context otherwise requires:


            (1) a term has the meaning assigned to it;

            (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;


                                      -10-
<PAGE>
            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

            (5) words in the singular include the plural and words in the plural
include the singular;

            (6) if the applicable series of Debt Securities are subordinated
pursuant to Article XII, unsecured indebtedness shall not be deemed to be
subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured indebtedness;

            (7) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof that would
be shown on a balance sheet of the issuer dated such date prepared in accordance
with GAAP; and

            (8) the principal amount of any Preferred Stock shall be the greater
of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock.

                                   ARTICLE II

                                 DEBT SECURITIES

      Section 2.1. Forms Generally. The Debt Securities of each series shall be
in substantially the form established without the approval of any Holder
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 the Company may deem appropriate (and, if not
contained in a supplemental indenture entered into in accordance with Article
IX, as are not prohibited by the provisions of this Indenture) or as may be
required or appropriate to comply with any law or with any rules made pursuant
thereto or with any rules of any securities exchange on which such series of
Debt Securities may be listed, or to conform to general usage, or as may,
consistently herewith, be determined by the officers executing such Debt
Securities as evidenced by their execution of the Debt Securities.

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

      Section 2.2. Form of Trustee's Certificate of Authentication. The
Trustee's Certificate of Authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:

                                      -11-
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                  _____________________________________________
                                   As Trustee

                         By:___________________________

                              Authorized Signatory

      Section 2.3. Principal Amount; Issuable in Series. The aggregate principal
amount of Debt Securities that may be issued, executed, authenticated, delivered
and outstanding under this Indenture is unlimited.

      The Debt Securities may be issued in one or more series. There shall be
established, without the approval of any Holders, in or pursuant to a resolution
of the Board of Directors and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Debt Securities of any series any or all of the following:

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

      (2) any limit upon the aggregate principal amount of the Debt Securities
of the series that may be authenticated and delivered under this Indenture
except for Debt Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Debt Securities of the
series pursuant to this Article II;

      (3) the date or dates on which the principal and premium, if any, of the
Debt Securities of the series are payable or the method of determination
thereof;

      (4) the rate or rates, which may be fixed or variable, at which the Debt
Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, the terms of any deferral of
interest and the additional interest, if any, thereon, the right, if any, of the
Company to extend the interest payment periods and the duration of the
extensions and, in the case of Registered Securities, the record dates for the
determination of Holders thereof to whom such interest is payable; and the basis
upon which interest will be calculated if other than that of a 360-day year of
twelve thirty-day months;

                                      -12-
<PAGE>
      (5) the Place or Places of Payment, if any, in addition to or instead of
the corporate trust office of the Trustee where the principal of, and interest
on, Debt Securities of the series shall be payable;

      (6) the price or prices at which, the period or periods within which and
the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company or otherwise;

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

      (8) the terms, if any, upon which the Debt Securities of the series may be
convertible into or exchanged for Common Stock, Preferred Stock, which may be
represented by depositary shares, other Debt Securities or warrants for Common
Stock, Preferred Stock or Indebtedness or other securities of any kind of the
Company or any other obligor and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or
exchange price or rate, the conversion or exchange period and any other
provision in addition to or in lieu of those described herein;

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

      (10) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

      (11) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount that will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof that will be due and payable upon any maturity other than the
Stated Maturity or that will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined);

      (12) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b)(ii);

      (13) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

                                      -13-
<PAGE>
      (14) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the Trust Indenture Act are applicable and any corresponding
changes to provisions of this Indenture as currently in effect;

      (15) any addition to or change in the Events of Default with respect to
the Debt Securities of the series and any change in the right of the Trustee or
the Holders to declare the principal of and interest on, such Debt Securities
due and payable;

      (16) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in
addition to or in lieu of the legend referred to in Section 2.14;

      (17) any trustees, authenticating or paying agents, transfer agents or
registrars;

      (18) the applicability of, and any addition to or change in the covenants
and definitions currently set forth in this Indenture or in the terms currently
set forth in Article X, including conditioning any merger, conveyance, transfer
or lease permitted by Article X upon the satisfaction of an Indebtedness
coverage standard by the Company and any Successor Company (as defined in
Article X);

      (19) the terms, if any, of any Guarantee of the payment of principal of,
and premium, if any, and interest on, Debt Securities of the series and any
corresponding changes to the provisions of this Indenture as currently in
effect;

      (20) the subordination, if any, of the Debt Securities of the series
pursuant to Article XII and any changes or additions to Article XII;

      (21) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

      (22) any other terms of the Debt Securities of the series, which terms
shall not be prohibited by the provisions of this Indenture.

      All Debt Securities of any one series appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and as set
forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Debt Securities of any one series need not be issued at the same
time and may be issued from time to time, consistent with the terms of this

                                      -14-
<PAGE>
Indenture, if so provided by or pursuant to such Board of Directors resolution,
such Officers' Certificate or such supplemental indenture.

      Section 2.4. Execution of Debt Securities. The Debt Securities shall be
signed on behalf of the Company by its Chairman of the Board, its Vice Chairman,
its Chief Executive Officer, its President, any Vice President, its Treasurer,
its Corporate Controller or its Secretary. Such signatures upon the Debt
Securities may be the manual or facsimile signatures of the present or any
future such authorized officers and may be imprinted or otherwise reproduced on
the Debt Securities. The seal of the Company, if any, may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Securities.

      Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder.

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

      Section 2.5. Authentication and Delivery of Debt Securities. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series executed by the Company to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Debt Securities to or upon a Company Order. In authenticating such
Debt Securities and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee shall be entitled to
receive, and, subject to Section 7.01, shall be fully protected in relying upon:

      (1) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the Company, authorizing
the terms of issuance of any series of Debt Securities;

      (2) an executed supplemental indenture, if any;


                                      -15-
<PAGE>
      (3) an Officers' Certificate; and

      (4) an Opinion of Counsel prepared in accordance with Section 13.05
substantially to the effect that:

            (a) the form of such Debt Securities has been duly authorized in
conformity with the provisions of this Indenture;

            (b) the terms of such Debt Securities have been duly authorized in
conformity with the provisions of this Indenture;

            (c) such Debt Securities, when authenticated and delivered by the
Trustee and issued by the Company in accordance with the provisions of this
Indenture, delivered to and duly paid for by the purchasers thereof, 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 except as the enforceability thereof may be limited by (i)
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer or similar laws affecting the enforcement of creditors' rights
generally and (ii) equitable principles of general applicability; and

            (d) the Company has the corporate power to issue such Debt
Securities and has duly taken all necessary corporate action with respect to
such issuance

      Such Opinion of Counsel need express no opinion as to the enforceability
of Section 7.06 or as to whether a court in the United States would render a
money judgment in a currency other than that of the United States. Such counsel
may rely on opinions of other counsel (copies of which shall be delivered to the
Trustee), and, to the extent such opinion involves factual matters, such counsel
may rely upon certificates of officers of the Company and certificates of public
officials.

      The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing Holders.

      The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Debt Securities of any series. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.

                                      -16-
<PAGE>
      Unless otherwise provided in the form of Debt Security for any series,
each Debt Security shall be dated the date of its authentication.

      Section 2.6. Denomination of Debt Securities. Unless otherwise provided in
the form of Debt Security for any series, the Debt Securities of each series
shall be issuable only as Registered Securities in such denominations as shall
be specified or contemplated by Section 2.03. In the absence of any such
specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

      Section 2.7. Registration of Transfer and Exchange.

            (a) The Company shall keep or cause to be kept a register for each
series of Registered Securities issued hereunder (hereinafter collectively
referred to as the "Debt Security Register"), in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and the transfer of Registered Securities
as in this Article II provided. At all reasonable times the Debt Security
Register shall be open for inspection by the Trustee. Subject to Section 2.14,
upon due presentment for registration of transfer of any Registered Security at
any office or agency to be maintained by the Company in accordance with the
provisions of Section 4.02, the Company shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Registered Security or Registered Securities of authorized denominations for a
like aggregate principal amount.

      Unless and until otherwise determined by the Company by resolution of the
Board of Directors, the register of the Company for the purpose of registration,
exchange or registration of transfer of the Registered Securities shall be kept
at the corporate trust office of the Trustee and, for this purpose, the Trustee
shall be designated "Registrar".

      Registered Securities of any series (other than a Global Security) may be
exchanged for a like aggregate principal amount of Registered Securities of the
same series of other authorized denominations. Subject to Section 2.14,
Registered Securities to be exchanged shall be surrendered at the office or
agency to be maintained by the Company as provided in Section 4.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Registered Security or Registered Securities that the Holder making
the exchange shall be entitled to receive.

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

                                      -17-
<PAGE>
      All Debt Securities issued in exchange for or upon transfer of Debt
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture as the Debt
Securities surrendered for such exchange or transfer.

      No service charge shall be made for any exchange or registration of
transfer of Debt Securities, except as provided by Section 2.09, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto, other than those expressly
provided in this Indenture to be made at the Company's own expense or without
expense or without charge to the Holders.

      The Company shall not be required (a) to issue, register the transfer of
or exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or (b) to
register the transfer of or exchange any Debt Securities selected, called or
being called for redemption.

      Prior to the due presentation for registration of transfer of any Debt
Security, the Company, the Trustee, any paying agent or any Registrar may deem
and treat the Person in whose name a Debt Security is registered as the absolute
owner of such Debt Security for the purpose of receiving payment of principal
of, and premium, if any, and interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of
the Company, the Trustee, any paying agent or Registrar shall be affected by
notice to the contrary.

      None of the Company, the Trustee, any agent of the Trustee, any paying
agent or any Registrar will have any responsibility or liability for any aspect
of the records relating to, or payments made on account of, beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

      Section 2.8. Temporary Debt Securities. Pending the preparation of
definitive Debt Securities of any series, the Company may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form and with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Company with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Debt
Securities.

                                      -18-
<PAGE>
      If temporary Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of
Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer, and upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series,
except as otherwise specified as contemplated by Section 2.03(16) with respect
to the payment of interest on Global Securities in temporary form.

      Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so
exchanged and endorsed.

      Section 2.9. Mutilated, Destroyed, Lost or Stolen Debt Securities. If (i)
any mutilated Debt Security is surrendered to the Trustee at its corporate trust
office in the case of Registered Securities or (ii) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Debt Security, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them and any
paying agent harmless, and neither the Company nor the Trustee receives notice
that such Debt Security has been acquired by a bona fide purchaser, then the
Company shall execute and, upon a Company Order, the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Debt Security, a new Debt Security of the same series of like tenor,
form, terms and principal amount, bearing a number not contemporaneously
Outstanding. Upon the issuance of any substituted Debt Security, 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 connected
therewith. In case any Debt Security that has matured or is about to mature or
that has been called for redemption shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substituted Debt Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Debt Security) if the applicant for such payment shall
furnish the Company and the Trustee with such security or indemnity as either
may require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company

                                      -19-
<PAGE>
and the Trustee of the destruction, loss or theft of such Debt Security and of
the ownership thereof.

      Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

      Section 2.10. Cancellation of Surrendered Debt Securities. All Debt
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Company or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention requirements of the Exchange Act) and
certification of their destruction delivered to the Company within ten business
days, unless otherwise directed. On request of the Company, the Trustee shall
deliver to the Company canceled Debt Securities held by the Trustee. If the
Company shall acquire any of the Debt Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented thereby unless and until the same are delivered or surrendered to
the Trustee for cancellation. The Company may not issue new Debt Securities to
replace Debt Securities it has redeemed, paid or delivered to the Trustee for
cancellation.

      Section 2.11. Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders. Nothing in this Indenture or in the Debt
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto, the Holders or any Registrar or paying
agent, any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
its covenants, conditions and provisions being for the sole benefit of the
parties hereto, the Holders and any Registrar and paying agents.

      Section 2.12. Payment of Interest; Rights Preserved.

            (a) Interest on any Registered Security that is payable and is
punctually paid or duly provided for on any interest payment date shall be paid
to the Person in whose name such Registered Security is registered at the close
of business on the regular record date for

                                      -20-
<PAGE>
such interest notwithstanding the cancellation of such Registered Security upon
any transfer or exchange subsequent to the regular record date. Payment of
interest on Registered Securities shall be made at the corporate trust office of
the Trustee except as otherwise specified pursuant to Section 2.03, or at the
option of the Company, by check mailed to the address of the Person entitled
thereto as such address shall appear in the Debt Security Register or, if
provided pursuant to Section 2.03 and in accordance with arrangements
satisfactory to the Trustee, at the option of the Registered Holder by wire
transfer to an account designated by the Registered Holder.

            (b) Subject to the foregoing provisions of this Section 2.12 and
Section 2.16, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

      Section 2.13. Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of monies required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on, the Debt Securities, whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise, by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date such moneys are to be paid to the Holders of Debt Securities in
accordance with the terms hereof.

      Section 2.14. Securities Issuable in the Form of a Global Security.

            (a) If the Company shall establish pursuant to Sections 2.01 and
2.03 that the Debt Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Company shall specify in an Officers' Certificate, (ii) shall be registered
in the name of the Depositary for such Global Security or securities or its
nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary
or pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented hereby, this
Global Security 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 or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary," or such other
legend as may then be required by the Depositary for such Global Security or
Securities.

                                      -21-
<PAGE>
            (b) Notwithstanding any other provision of this Section 2.14 or of
Section 2.07 to the contrary, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Debt Securities in
registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.

            (c) (i) If at any time the Depositary for a Global Security or
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or Securities or if at any time the
Depositary for the Debt Securities for such series shall no longer be eligible
or in good standing under the Exchange Act or other applicable statute, rule or
regulation, the Company shall appoint a successor Depositary with respect to
such Global Security or Securities. If a successor Depositary for such Global
Security or Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company
shall execute, and the Trustee or its agent, upon receipt of a Company order for
the authentication and delivery of such individual Debt Securities of such
series in exchange for such Global Security, will authenticate and deliver,
individual Debt Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security or securities.

      The Company may at any time and in its sole discretion determine that the
Debt Securities of any series or portion thereof issued or issuable in the form
of one or more Global Securities shall no longer be represented by such Global
security or securities. In such event, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Debt Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Debt Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such series or portion thereof
in exchange for such Global Security or Securities.

      If specified by the Company pursuant to Sections 2.01 and 2.03 with
respect to Debt Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Debt Securities of such series of
like tenor and terms in definitive form on such terms as are acceptable to the
Company, the Trustee and such Depositary. Thereupon the Company shall execute,
and the Trustee or its agent upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series shall
authenticate and deliver, without service charge, (1) to each Person specified
by such Depositary a new Debt Security

                                      -22-
<PAGE>
or Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Persons' beneficial interest in the Global Security;
and (2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of Debt Securities delivered to Holders thereof.

      In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee or its agent will authenticate and deliver
individual Debt Securities. Upon the exchange of the entire principal amount of
a Global Security for individual Debt Securities, such Global Security shall be
canceled by the Trustee or its agent. Except as provided in the preceding
paragraph, Registered Securities issued in exchange for a Global Security
pursuant to this Section 2.14 shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or the Registrar. The Trustee or the Registrar shall
deliver such Registered Securities to the Persons in whose names such Registered
Securities are so registered.

      Payments in respect of the principal of and interest on any Debt
Securities registered in the name of the Depositary or its nominee will be
payable to the Depositary or such nominee in its capacity as the registered
owner of such Global Security. The Company and the Trustee may treat the Person
in whose name the Debt Securities, including the Global Security, are registered
as the owner thereof for the purpose of receiving such payments and for any and
all other purposes whatsoever. None of the Company, the Trustee, any Registrar,
the paying agent or any agent of the Company or the Trustee will have any
responsibility or liability for (a) any aspect of the records relating to or
payments made on account of the beneficial ownership interests of the Global
Security by the Depositary or its nominee or any of the Depositary's direct or
indirect participants, or for maintaining, supervising or reviewing any records
of the Depositary, its nominee or any of its direct or indirect participants
relating to the beneficial ownership interests of the Global Security, (b) the
payments to the beneficial owners of the Global Security of amounts paid to the
Depositary or its nominee, or (c) any other matter relating to the actions and
practices of the Depositary, its nominee or any of its direct or indirect
participants. None of the Company, the Trustee or any such agent will be liable
for any delay by the Depositary, its nominee or any of its direct or indirect
participants in identifying the beneficial owners of the Debt Securities, and
the Company and the Trustee may conclusively rely on, and will be protected in
relying on, instructions from the Depositary or its nominee for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the Debt Securities to be issued.

      Section 2.15. Medium Term Securities. Notwithstanding any contrary
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not

                                      -23-
<PAGE>
be necessary for the Company to deliver to the Trustee an Officers' Certificate,
resolutions of the Board of Directors, supplemental indenture, Opinion of
Counsel or written order or any other document otherwise required pursuant to
Sections 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of
each Debt Security of such series if such documents are delivered to the Trustee
or its agent at or prior to the authentication upon original issuance of the
first such Debt Security of such series to be issued; provided, however, that
any subsequent request by the Company to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that, as of the date of such request,
the statements made in the Officers' Certificate delivered pursuant to Sections
2.05 or 13.05 shall be true and correct as if made on such date and that the
Opinion of Counsel delivered at or prior to such time of authentication of an
original issuance of Debt Securities shall specifically state that it shall
relate to all subsequent issuances of Debt Securities of such series.

      A Company Order delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities that are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order, any such
telephonic instructions to be promptly confirmed in writing by such Person, and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
indenture or such resolution.

      Section 2.16. Defaulted Interest. Any interest on any Debt Security of a
particular series that is payable, but is not punctually paid or duly provided
for, on the dates and in the manner provided in the Debt Securities of such
series and in this Indenture (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Registered Holder thereof on the relevant
record date by virtue of having been such Registered Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (i) or (ii) below:

                  (i) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
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 such Registered 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

                                      -24-
<PAGE>
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 thereof at its 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 Registered Securities of such series are registered at the close of
business on such special record date.

                  (ii) The Company may make payment of any Defaulted Interest on
the Registered Securities of such series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Registered Securities of such series 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.

                                   ARTICLE III

                          REDEMPTION OF DEBT SECURITIES

      Section 3.1. Applicability of Article. The provisions of this Article
shall be applicable to the Debt Securities of any series that are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

      Section 3.2. Notice of Redemption; Selection of Debt Securities. In case
the Company shall desire to exercise the right to redeem all or, as the case may
be, any part of the Debt Securities of any series, the Company shall fix a date
for redemption and shall give notice of such redemption at least 30 and not more
than 60 days prior to the date fixed for redemption to the Holders of Debt
Securities of such series so to be redeemed as a whole or in part, in the manner
provided in Section 13.03. The notice if given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Debt Security of a series designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security of such series.

      Each such notice of redemption shall specify (i) the date fixed for
redemption, (ii) the redemption price at which Debt Securities of such series
are to be redeemed, (iii) the Place or Places of Payment that payment will be
made upon presentation and surrender of such Debt Securities, (iv) that any
interest accrued to the date fixed for redemption will be paid as specified in
said notice, (v) that the redemption is for a sinking fund payment, if
applicable,

                                      -25-
<PAGE>
(vi) that, unless the Company defaults on making such redemption payment or
unless the Debt Securities of that series are subordinated pursuant to the terms
of Article XII and the paying agent is prohibited from making such payment
pursuant to the terms of this Indenture, on and after said date any interest
thereon or on the portions thereof to be redeemed will cease to accrue, (vii)
that in the case of Original Issue Discount Securities original issue discount
accrued after the date fixed for redemption will cease to accrue, (viii) the
terms of the Debt Securities of that series pursuant to which the Debt
Securities of that series are being redeemed and (ix) that no representation is
made as to the correctness or accuracy of the CUSIP number, if any, listed in
such notice or printed on the Debt Securities of that series. If less than all
the Debt Securities of a series are to be redeemed, the notice of redemption
shall specify the CUSIP numbers of the Debt Securities of that series to be
redeemed. In case any Debt Security of a series is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Debt Security, a new Debt Security or Debt Securities of
that series in principal amount equal to the unredeemed portion thereof shall be
promptly issued.

      At least 60 days before the redemption date, unless the Trustee consents
to a shorter period, the Company shall give notice to the Trustee of the
redemption date, the principal amount of Debt Securities to be redeemed and the
series and terms of the Debt Securities pursuant to which such redemption will
occur. Such notice shall be accompanied by an Officers' Certificate and an
Opinion of Counsel from the Company to the effect that such redemption will
comply with the conditions herein. If fewer than all the Debt Securities of a
series are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given to the Trustee, which record date shall be not
less than 15 days after the date of notice to the Trustee.

      Prior to 10:00 a.m. on the redemption date for any Registered Securities,
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 an amount
of money sufficient to pay the redemption price of such Registered Securities or
any portions thereof that are to be redeemed on that date.

      If less than all the Debt Securities of like tenor and terms of a series
are to be redeemed, other than pursuant to mandatory sinking fund redemptions,
the Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Debt Securities of that series or portions thereof in
multiples of $1,000 to be redeemed. In any case where more than one Registered
Security of such series is registered in the same name, the Trustee in its
discretion may treat the aggregate principal amount so registered as if it were
represented by one Registered Security of such series. The Trustee shall
promptly notify the Company in writing of the Debt Securities selected for
redemption and, in the case of any Debt Securities selected for partial
redemption, the principal amount thereof to be redeemed.

                                      -26-
<PAGE>
If any Debt Security called for redemption shall not be so paid upon surrender
thereof on such redemption date, the principal, premium, if any, and interest
shall bear interest until paid from the redemption date at the rate borne by the
Debt Securities of that series. If less than all the Debt Securities of unlike
tenor and terms of a series are to be redeemed, the particular Debt Securities
to be redeemed shall be selected by the Company. Provisions of this Indenture
that apply to Debt Securities called for redemption also apply to portions of
Debt Securities called for redemption.

      Section 3.3. Payment of Debt Securities Called for Redemption. If notice
of redemption has been given as provided in Section 3.02, the Debt Securities or
portions of Debt Securities of the series with respect to which such notice has
been given shall become due and payable on the date and at the Place or Places
of Payment stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date, unless the Company shall default in the payment of such Debt
Securities at the applicable redemption price, together with any interest
accrued to said date, any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue and any
original issue discount in the case of Original Issue Discount Securities shall
cease to accrue and such Debt Securities shall cease from and after the date
fixed for redemption to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such Debt
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Debt Securities at the Place or Places of Payment in said notice specified, the
said Debt Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with any
interest accrued thereon to the date fixed for redemption.

      Any Debt Security that is to be redeemed only in part shall be surrendered
at the corporate trust office of the Trustee or such other office or agency of
the Company as is specified pursuant to Section 2.03, if the Company, the
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing, and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Debt Security without service charge, a new
Debt Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so
surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver to the Depositary for such Global Security, without service charge, a
new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the

                                      -27-
<PAGE>
Trustee, in lieu of delivering a new Debt Security or Debt Securities as
aforesaid, may make a notation on such Debt Security of the payment of the
redeemed portion thereof.

      Section 3.4. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental indenture 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 Debt Securities of
any series, resolution of the Board of Directors or a supplemental indenture is
herein referred to as an "optional sinking fund payment".

      In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Company or (b) receive credit for the
principal amount of Debt Securities of that series that have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

      Section 3.5. Redemption of Debt Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate,
which need not contain the statements required by Section 13.05, specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, any resolution or supplemental indenture, 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 Debt
Securities of that series pursuant to this Section 3.05, which Debt Securities,
if not previously redeemed, will accompany such certificate, and whether the
Company intends to exercise its right to make any permitted optional sinking
fund payment with respect to such series. Such certificate shall be irrevocable
and upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company to deliver such certificate, or to
deliver the Debt Securities specified in this paragraph, shall not constitute a
Default, but such failure shall require that the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and

                                      -28-
<PAGE>
without the right to make any optional sinking fund payment, if any, with
respect to such series.

      Any mandatory or optional sinking fund payment or payments made in cash
plus any unused balance of any preceding sinking fund payments made in cash that
shall equal or exceed $50,000, or a lesser sum if the Company shall so request,
with respect to the Debt Securities of any particular series shall be applied by
the Trustee on the sinking fund payment date on which such payment is made, or,
if such payment is made before a sinking fund payment date, on the sinking fund
payment date following the date of such payment to the redemption of such Debt
Securities at the Redemption Price specified in such Debt Securities, resolution
or supplemental indenture for operation of the sinking fund together with any
accrued interest to the date fixed for redemption. Any sinking fund moneys not
so applied or allocated by the Trustee to the redemption of Debt Securities
shall be added to the next cash sinking fund payment received by the Trustee for
such series and, together with such payment, shall be applied in accordance with
the provisions of this Section 3.05. Any and all sinking fund moneys with
respect to the Debt Securities of any particular series held by the Trustee on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
shall be applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Debt Securities of that series at its Stated Maturity.

      The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

      At least one business day before each sinking fund payment date, the
Company shall pay to the Trustee, or, if the Company is acting as its own paying
agent, the Company shall segregate and hold in trust, in cash a sum equal to any
interest accrued to the date fixed for redemption of Debt Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section 3.05.

      The Trustee shall not redeem any Debt Securities of a series with sinking
fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default, other than an Event of Default occurring as a consequence of this
paragraph, with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall

                                      -29-
<PAGE>
be deposited with the Trustee for that purpose in accordance with the terms of
this Article III. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such Default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such Default or Event of Default, be held as security for the payment of such
Debt Securities; provided, however, that in case such Event of Default or
Default shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date for such Debt
Securities on which such moneys may be applied pursuant to the provisions of
this Section 3.05.

                                   ARTICLE IV

                       PARTICULAR COVENANTS OF THE COMPANY

      Section 4.1. Payment of Principal of, and Premium, If Any, and Interest
on, Debt Securities. The Company, for the benefit of each series of Debt
Securities, will duly and punctually pay or cause to be paid the principal of,
and premium, if any, and interest on, each of the Debt Securities at the place,
at the respective times and in the manner provided herein and in the Debt
Securities. Each installment of interest on the Debt Securities may at the
Company's option be paid by mailing checks for such interest payable to the
Person entitled thereto to the address of such Person as it appears on the Debt
Security Register maintained pursuant to Section 2.07(a).

      Principal, premium, if any, and interest of Debt Securities of any series
shall be considered paid on the date due if on such date the Trustee or any
paying agent holds in accordance with this Indenture money sufficient to pay all
principal, premium, if any, and interest then due and, in the case of Debt
Securities subordinated pursuant to the terms of Article XII, the Trustee or
such paying agent, as the case may be, is not prohibited from paying such money
to the Holders on that date pursuant to the terms of the Indenture.

      The Company shall pay interest on overdue principal at the rate specified
therefor in the Debt Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

      Section 4.2. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities. The Company will maintain in
each Place of Payment for any series of Debt Securities, an office or agency
where Debt Securities of such series may be presented or surrendered for
payment, where Debt Securities of such series may be surrendered for transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities of such series and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the corporate

                                      -30-
<PAGE>
trust office of the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all presentations, surrenders, notices and demands.

      The Company may also from time to time designate different or additional
offices or agencies to be maintained for such purposes in or outside of such
Place of Payment, and may from time to time rescind any such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and any change in the Location of any
such different or additional office or agency.

      Section 4.3. Appointment to Fill a Vacancy in the Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08, a Trustee, so that there
shall at all times be a Trustee hereunder with respect to each series of Debt
Securities.

      Section 4.4. Duties of Paying Agents, etc.

            (a) The Company shall cause each paying agent, if any, other than
the Trustee, to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
4.04,

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

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

                  (iii) that it will at any time during the continuance of an
Event of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held by it as such agent.

            (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, and premium, if any, or interest on,
the Debt Securities if any, of any series, set aside, segregate and hold in
trust for the benefit of the Holders of Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Company will promptly notify the Trustee of any failure by the Company to
take such action.

                                      -31-
<PAGE>
            (c) Anything in this Section 4.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Debt Securities, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
by it or any paying agent, as required by this Section 4.04, 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.

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

            (e) Anything in this Section 4.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.04 is subject
to the provisions of Section 11.05.

      Section 4.5. Statement by Officers as to Default. The Company will deliver
to the Trustee, on or before a date not more than four months after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate stating, as to each officer signing such certificate, that (i) in
the course of his performance of his duties as an officer of the Company he
would normally have knowledge of any Default, (ii) whether or not to the best of
his knowledge any Default occurred during such year and (iii) if to the best of
his knowledge the Company is in Default, specifying all such Defaults and what
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with Section 314(a)(4) of the Trust Indenture Act.

      Section 4.6. Existence. Subject to Article X, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence.

      Section 4.7. Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order in all material respects and
will cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the judgment of the Company may be necessary
so that the business carried on by the Company and its subsidiaries may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.7 shall prevent the Company or a Subsidiary from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, not materially detrimental to
the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and not disadvantageous in any material respect to the Holders.


                                      -32-
<PAGE>
         Section 4.8. Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies that, if unpaid, might by law become a Lien upon the
property of the Company or any Subsidiary, provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

                                   ARTICLE V
            HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         Section 5.1. The Company to Furnish Trustee Information as to Names and
Addresses of Holders; Preservation of Information. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Registered Securities of each series:

                  (a) not more than 15 days after each record date with respect
to the payment of interest, if any, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Registered Holders as of
such record date, 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 as
of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (1)
contained in the most recent list furnished to it as provided in this Section
5.01 or (2) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

         Section 5.2. Communications to Holders. Holders may communicate
pursuant to Section 312(b) of the Trust Indenture Act with other Holders with
respect to their rights under this Indenture or the Debt Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
Section 312(c) of the Trust Indenture Act.

         Section 5.3. Reports by the Company.

                  (a) The Company shall comply with Section 314(a) of the Trust
Indenture Act.

                  (b) The Company covenants and agrees to file with the Trustee
and the SEC, in accordance with the rules and regulations prescribed from time
to time by said SEC, such


                                      -33-
<PAGE>
additional information, documents, and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder, as to which the Trustee is
entitled to conclusively rely exclusively on Officers' Certificates.

         Section 5.4. Reports by the Trustee. The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act within 60 calendar days
after May 15 of each year.

         Reports pursuant to this Section 5.04 shall be transmitted by mail:

         (1) to all Registered Holders, as the names and addresses of such
Holders appear in the Debt Security Register;

                  (2) except in the cases of reports under Section 313(b)(2) of
the Trust Indenture Act, to each holder of a Debt Security of any series whose
name and address appear in the information preserved at the time by the Trustee
in accordance with Section 5.02.

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange, if any, on which the Debt Securities
of any series are listed. The Company agrees to notify promptly the Trustee
whenever the Debt Securities of any series become listed on any securities
exchange and of any delisting thereof.

         Section 5.5. Record Dates for Action by Holders. If the Company shall
solicit from the Holders of Debt Securities of any series any action, including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action, the Company may, at its
option, by resolution of the Board of Directors, fix in advance a record date
for the determination of Holders of Debt Securities entitled to take such
action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Debt Securities of record at the close of business on such record
date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such action,
and for that purpose the Debt Securities of such series Outstanding shall be
computed as of such record date.


                                      -34-
<PAGE>
                                   ARTICLE VI
             REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

         Section 6.1. Events of Default. If any one or more of the following
shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an "Event of Default"):

                  (a) default in the payment of any installment of interest upon
any Debt Securities of that series as and when the same shall become due and
payable, whether or not such payment shall be prohibited by Article XII, if
applicable, and continuance of such default for a period of 30 days; or

                  (b) default in the payment of the principal of or premium, if
any, on any Debt Securities of that series as and when the same shall become due
and payable, whether at maturity, upon redemption, by declaration, upon required
repurchase or otherwise, whether or not such payment shall be prohibited by
Article XII, if applicable; or

                  (c) default in the payment of any sinking fund payment with
respect to any Debt Securities of that series as and when the same shall become
due and payable; or

                  (d) failure on the part of the Company to comply with Article
X; or

                  (e) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in
the Debt Securities of that series, in this Indenture with respect to such
series or in any supplemental indenture with respect to such series, other than
a covenant a default in the performance of which is elsewhere in this Section
specifically dealt with, continuing for a period of 60 days after the date on
which written notice specifying such failure and requiring the Company to remedy
the same shall have 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 aggregate principal amount of the Debt Securities of that series at the time
Outstanding; or

                  (f) the Company shall, pursuant to or within the meaning of
any Bankruptcy Law, (i) voluntarily commence any case, (ii) consent to the entry
of an order for relief against it in an involuntary case, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian or similar official
for the Company or for a substantial part of its property, (iv) make a general
assignment for the benefit of creditors or (v) take any comparable action under
any foreign laws relating to insolvency; or

                  (g) the entry of an order or decree under any Bankruptcy Law
by a court having competent jurisdiction for (i) relief in respect of the
Company or a substantial part of its property, (ii) the appointment of a
receiver, trustee, custodian or similar official for the Company or for a
substantial part of its property or (iii) the winding-up or liquidation of the
Company; and such order or decree shall continue unstayed and in effect for 60
consecutive


                                      -35-
<PAGE>
days; or any similar relief is granted under any foreign laws and the order or
decree stays in effect for 60 consecutive days; or

                  (h) any other Event of Default provided under the terms of the
Debt Securities of that series;

then and in each and every case that an Event of Default, other than an Event of
Default specified in Sections 6.01(f) or (g), with respect to Debt Securities of
that series at the time outstanding occurs and is continuing, unless the
principal of and interest on all the Debt Securities of that series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Debt Securities of that series
then Outstanding hereunder, by notice in writing to the Company, and to the
Trustee if given by Holders, may declare the principal of, or, if the Debt
Securities of that series are original issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series,
premium, if any, and accrued and unpaid interest on all the Debt Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything in this
Indenture or in the Debt Securities of that series contained to the contrary
notwithstanding. If an Event of Default specified in Sections 6.01(f) or (g)
occurs, the principal amount of, or, if the Debt Securities of that series are
original issue Discount Debt Securities, such portion of the principal amount as
may be specified in the terms of that series, premium, if any, and accrued and
unpaid interest on all the Debt Securities of each series shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

         The Holders of a majority in principal amount of the Debt Securities of
a particular series by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
already rendered and if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because of
acceleration. Upon any such rescission, the parties hereto shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the parties hereto shall continue as though no proceeding
had been taken.

         In case the Trustee or any Holder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee or such Holder, then and in
every such case the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the parties hereto shall continue as though no such proceeding had been taken.

         The foregoing Events of Default shall constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or
involuntary or is effected by


                                      -36-
<PAGE>
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.

         The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event that with the giving of notice or the lapse of time, or both, would
become an Event of Default under clauses (d), (e), (f), (g) or (h), its status
and what action the Company is taking or proposes to take with respect thereto.

         Section 6.2. Collection of Indebtedness by the Trustee, etc. If an
Event of Default occurs and is continuing, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due
and unpaid or enforce the performance of any provision of the Debt Securities of
the affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Debt Securities
of such series, and collect in the manner provided by law out of the property of
the Company or any other obligor upon the Debt Securities of such series
wherever situated the moneys adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Debt Securities
of any series under any Bankruptcy Law, or in case a receiver, trustee or other
similar official shall have been appointed for a substantial part of its
property, or in case of any other similar judicial proceedings relative to the
Company or any other obligor upon the Debt Securities of any series, its
creditors or a substantial part of its property,

                  (a) the Trustee, irrespective of whether the principal of Debt
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 6.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, (i) to
file and prove a claim or claims for the whole amount of principal, premium, if
any, and interest, or, if the Debt Securities of such series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of such series, owing and unpaid in respect of the Debt
Securities of such series, (ii) to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee, including any
claim for reasonable compensation to the Trustee, its agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities Incurred, and all
advances made, by the Trustee except as a result of its negligence or willful
misconduct, and of the Holders thereof allowed in any such judicial proceedings
relative to the Company, or any other obligor upon the Debt Securities of such
series, its creditors or its property and (iii) to collect and receive any
moneys or other property payable or deliverable


                                      -37-
<PAGE>
on any such claims, and to distribute all amounts received with respect to the
claims of such Holders and of the Trustee on their behalf, and

                  (b) any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of such Holders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
Incurred, and all advances made, by the Trustee except as a result of its
negligence or willful misconduct.

         Nothing herein contained shall be deemed to empower 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 Debt
Securities or the right of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in such proceeding.

         All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities, of any series, may be enforced by the Trustee
without the possession of any such Debt Securities or the production thereof in
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, except for any
amounts payable to the Trustee pursuant to Section 7.06, shall be for the
ratable benefit of the Holders of all the Debt Securities in respect of which
such action was taken.

         In case of an Event of Default hereunder, the Trustee may proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

         Section 6.3. Application of Moneys Collected by the Trustee. Any moneys
or other property collected by the Trustee pursuant to Section 6.02 with respect
to Debt Securities of any series shall be applied, after giving effect to the
provisions of Article XII, if applicable, in the order following, at the date or
dates fixed by the Trustee for the distribution of such moneys or other
property, upon presentation of the several Debt Securities of such series in
respect of which moneys or other property have been collected, and the notation
thereon of the payment, if only partially paid, and upon surrender thereof if
fully paid:


                                      -38-
<PAGE>
         First: To the payment of all money due the Trustee pursuant to Section
7.06 in connection with such series of Debt Securities in respect of which
moneys or other property is collected;

         Second: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall not have become due, to
the payment of interest on the Debt Securities of such series in the order of
the maturity of the installments of such interest, with interest, to the extent
that such interest has been collected by the Trustee, upon the overdue
installments of interest at the rate or Yield to Maturity, in the case of
Original Issue Discount Debt Securities, borne by the Debt Securities of such
series, such payments to be made ratably to the Persons entitled thereto,
without discrimination or preference;

         Third: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Debt Securities of such series for principal and premium, if
any, and interest, with interest on the overdue principal and premium, if any,
and, to the extent that such interest has been collected by the Trustee, upon
overdue installments of interest at the rate or Yield to Maturity, in the case
of Original Issue Discount Debt Securities, borne by the Debt Securities of such
series; and, in case such moneys shall be insufficient to pay in full the whole
amount so due and unpaid upon the Debt Securities of such series, then to the
payment of such principal and premium, if any, and interest, without preference
or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Debt Security of such series over any Debt
Security of such series, ratably to the aggregate of such principal and premium,
if any, and interest; and

         Fourth: The remainder, if any, shall be paid to the Company, its
successors or assigns. The Trustee may fix a record date and payment date for
any payment to Holders pursuant to this Section 6.03. At least 15 days before
such record date, the Company shall mail to each Holder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

         Section 6.4. Limitation on Suits by Holders. No Holder of any Debt
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise, upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (a) such Holder previously shall have given to the
Trustee written notice of an Event of Default with respect to Debt Securities of
that same series and of the continuance thereof, (b) the Holders of not less
than 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such indemnity
reasonably satisfactory to it as it may require against the costs, expenses and


                                      -39-
<PAGE>
liabilities to be Incurred therein or thereby, (c) the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceedings and (d) no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the Holder of every Debt Security with every other Holder and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any Holders, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Debt Security to receive payment of the principal of,
and premium, if any, and, subject to Section 2.12, interest on, such Debt
Security on or after the respective due dates expressed in such Debt Security,
and to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or effected without the consent of such
Holder.

         Section 6.5. Remedies Cumulative; Delay or Omission in Exercise of
Rights Not a Waiver of Default. Except as provided in Section 6.04, all powers
and remedies given by this Article VI to the Trustee or to the Holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid, shall impair
any such right or power, or shall be construed to be a waiver of any such
Default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this Article VI or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders.

         Section 6.6. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default. The Holders of a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Debt Securities
of such series; provided, however, that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture, and that,
subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed


                                      -40-
<PAGE>
may not lawfully be taken, or if the Trustee shall by a responsible officer or
officers determine that the action so directed would involve it in personal
liability or would be unjustly prejudicial to Holders of Debt Securities of such
series not taking part in such direction; and provided, further, however, that
nothing in this Indenture contained shall impair the right of the Trustee to
take any action deemed proper by the Trustee and that is not inconsistent with
such direction by such Holders. Prior to the acceleration of the maturity of the
Debt Securities of any series, as provided in Section 6.01, the Holders of a
majority in aggregate principal amount of the Debt Securities of that series at
the time Outstanding may on behalf of the Holders of all the Debt Securities of
that series waive any past Default or Event of Default and its consequences for
that series, except (i) a Default in the payment of the principal of, and
premium, if any, or interest on, any of the Debt Securities and (ii) a Default
in respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected thereby. In case of any such waiver, such
Default shall cease to exist, any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture, and the Company,
the Trustee and the Holders of Debt Securities of that series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereon.

         Section 6.7. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days
after the occurrence of a Default known to it with respect to a series of Debt
Securities give to the Holders thereof, in the manner provided in Section 13.03,
notice of all Defaults with respect to such series known to the Trustee, unless
such Defaults shall have been cured or waived before the giving of such notice;
provided that, except in the case of Default in the payment of the principal of,
or premium, if any, or interest on, any of the Debt Securities of such series or
in the making of any sinking fund payment with respect to the Debt 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 committee of
directors or responsible officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the Holders thereof.

         Section 6.8. Requirement of an Undertaking to Pay Costs in Certain
Suits under the Indenture or against the Trustee. All parties to this Indenture
agree, and each Holder of any Debt Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit in the manner and to the extent provided in the Trust Indenture Act, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.08 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder or group of
Holders, holding in


                                      -41-
<PAGE>
the aggregate more than ten percent in principal amount of the Outstanding Debt
Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security on or after the due date for such payment expressed in
such Debt Security.

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

         Section 7.1. Certain Duties and Responsibilities. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default with respect to the Debt Securities of a series that may have
occurred with respect to such series, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred that has not been cured or waived with respect to the Debt
Securities of a series, the Trustee shall exercise with respect to such series
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent Person would exercise
or use under the circumstances in the conduct of such Person's own affairs.

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

                  (a) this subsection shall not be construed to limit the effect
of the first paragraph of this Section 7.01;

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

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

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


                                      -42-
<PAGE>
requirements of this Indenture, but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein;

                  (c) the Trustee shall not be liable for an error of judgment
made in good faith by a responsible officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and

                  (d) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it with respect to Debt Securities of any series
in good faith in accordance with the direction of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Debt Securities of
that series relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to Debt Securities
of such series.

         None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be 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 7.2. Certain Rights of the Trustee. Except as otherwise
provided in Section 7.01:

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

                  (b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Company Order, unless
other evidence in respect thereof be herein specifically prescribed; and any
Board Resolution may be evidenced to the Trustee by a copy thereof certified by
the Secretary or an Assistant Secretary of the Company;

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


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<PAGE>
                  (d) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders of Debt Securities of any series pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities that may be Incurred therein or thereby;

                  (e) subject to Section 7.01, the Trustee shall not be liable
for any action taken or omitted by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

                  (f) except where an Event of Default has occurred and is
continuing, 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, approval 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
will be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such inquiry
or investigation;

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

                  (h) if any property other then cash shall at any time be
subject to a Lien in favor of the Holders, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by
the supplemental instrument subjecting such property to such lien, may, but
shall not be obligated to, make advances for the purpose of preserving such
property or of discharging tax Liens or other prior Liens or encumbrances
thereon;

                  (i) 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, conclusively rely upon an Officers' Certificate;

                  (j) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever,
including, but not limited to, loss of profit, irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;


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<PAGE>
                  (k) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder; and

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

         Section 7.3. Trustee Not Liable for Recitals in Indenture or in Debt
Securities. The recitals contained herein and in the Debt Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Debt Securities of any series, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that
the statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. The
Trustee shall not be accountable for the use or application by the Company of
any of the Debt Securities or of the proceeds thereof.

         Section 7.4. Trustee, Paying Agent or Registrar May Own Debt
Securities. The Trustee or any paying agent or Registrar, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and
subject to the provisions of the Trust Indenture Act relating to conflicts of
interest and preferential claims may otherwise deal with the Company with the
same rights it would have if it were not the Trustee, paying agent or Registrar.

         Section 7.5. Moneys Received by the Trustee to Be Held in Trust.
Subject to the provisions of Section 11.05, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time to the Company upon a Company
Order.

         Section 7.6. Compensation and Reimbursement. The Company covenants and
agrees to pay to the Trustee from time to time, such compensation as the parties
shall agree in writing from time to time for all services rendered by it
hereunder, which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust, and, except as otherwise
expressly provided herein, the Company will pay or reimburse in Dollars


                                      -45-
<PAGE>
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture, including the reasonable compensation and the
expenses and disbursements of its agents, attorneys and counsel and of all
Persons not regularly in its employ, except any such expense, disbursement or
advances as may arise from its negligence or willful misconduct. The Company
also covenants to indemnify in Dollars the Trustee for, and to hold it harmless
against, any loss, liability or expense, including taxes, other than taxes based
upon the Trustee's income, Incurred without negligence or willful misconduct on
the part of the Trustee, arising out of or in connection with the acceptance or
administration of this trust or trusts hereunder, including the reasonable costs
and expenses of defending itself against any claim, whether asserted by any
Holder or any other Person other than the Company, or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company may elect to defend such claim and, in such case, the
Trustee may have separate counsel. The obligations of the Company under this
Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. The Company and the Holders agree that such additional indebtedness
shall be secured by a Lien prior to that of the Debt Securities upon all
property and funds held or collected by the Trustee, as such, except funds held
in trust for the payment of principal of, premium, if any, or interest on,
particular Debt Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Sections 6.01(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

         Section 7.7. Right of Trustee to Rely on an Officers' Certificate Where
No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter, unless other evidence in respect thereof be herein specifically
prescribed, may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

         Section 7.8. Replacement of the Trustee. The Trustee may resign at any
time by giving notice to the Company. The Holders of a majority in principal
amount of the Debt


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<PAGE>
Securities may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Company shall remove the Trustee if:

         (1) the Trustee fails to comply with Section 7.10;

         (2) the Trustee is adjudged bankrupt or insolvent;

         (3) a receiver or other public officer takes charge of the Trustee

         (4) or its property; or

         (5) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns, is removed by the Company or by the Holders of
a majority in principal amount of the Debt Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of this
Section 7.08.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the Lien provided for in Section 7.06.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring
Trustee, at the Company's expense, or the Holders of 25% in principal amount of
the Debt Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

         If the Trustee fails to comply with Section 7.10, any Holder of Debt
Securities may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee for the Debt Securities.

         Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.


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<PAGE>
         Section 7.9. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee, provided
that such successor shall be eligible and qualified in accordance with Section
7.10.

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

         Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of Section 310(a) of the Trust Indenture Act. The
Trustee shall have a combined capital and surplus of at least $50,000,000, as
set forth in its most recent published annual report of condition. No obligor
upon the Debt Securities of a particular series or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall serve
as Trustee upon the Debt Securities of such series. The Trustee shall comply
with Section 310(b) of the Trust Indenture Act; provided, however, that there
shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture
Act this Indenture or any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Section
310(b)(1) of the Trust Indenture Act are met.

         Section 7.11. Preferential Collection of Claims against the Company.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who had resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

         Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium, if any, and
interest on the Debt Securities, whether acting as Trustee, Security Registrar,
paying agent or otherwise with respect to the Debt Securities.


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<PAGE>
                                  ARTICLE VIII

                             CONCERNING THE HOLDERS

         Section 8.1. Evidence of Action by Holders. Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action, including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action, the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Holders in person or by agent or proxy appointed in
writing, (b) by the record of the Holders voting in favor thereof at any meeting
of Holders duly called and held in accordance with the provisions of Section
5.02 or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Holders.

         Section 8.2. Proof of Execution of Instruments and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of
the execution of any by a Holder or his agent or proxy shall be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.

         The ownership of Registered Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.

         Section 8.3. Who May Be Deemed Owner of Debt Securities. Prior to due
presentment for registration of transfer of any Registered Security, the
Company, the Trustee, any paying agent and any Registrar may deem and treat the
Person in whose name any Registered Security shall be registered upon the books
of the Company as the absolute owner of such Registered Security, whether or not
such Registered Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon, for the purpose of receiving payment of or
on account of the principal of and premium, if any, and, subject to Section
2.03, interest on such Registered Security and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Registrar shall
be affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Registered Security.

         None of the Company, the Trustee, any paying agent or the 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 Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


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<PAGE>
         Section 8.4. Instruments Executed by Holders Bind Future Holders. At
any time prior to, but not after, the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security that is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid, any such action
taken by the Holder of any Debt Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Debt Security and of
any Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities. Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the Holders of all the
Debt Securities of such series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Registered Securities entitled to give
their consent or take any other action required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Registered
Securities at such record date, or their duly designated proxies, and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Registered Securities after such record date. No such
consent shall be valid or effective for more than 120 days after such record
date unless the consent of the Holders of the percentage in aggregate principal
amount of the Debt Securities of such series specified in this Indenture shall
have been received within such 120-day period.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.1. Purposes for Which Supplemental Indenture May Be Entered
into without Consent of Holders. The Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time, without the
consent of Holders, enter into an indenture or indentures supplemental hereto,
which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof, for one or more of the following purposes:

                  (a) to evidence the succession pursuant to Article X of
another Person to the Company, or successive successions, and the assumption by
the Successor Company, as


                                      -50-
<PAGE>
defined in Section 10.01, of the covenants, agreements and obligations of the
Company in this Indenture and in the Debt Securities;

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

                  (c) to cure any ambiguity or to correct or supplement any
provision contained herein, in any supplemental indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

                  (d) to modify or amend this Indenture in such a manner as to
permit the qualification of this Indenture or any indenture supplemental hereto
under the Trust Indenture Act as then in effect, except that nothing herein
contained shall permit or authorize the inclusion in any indenture supplemental
hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture
Act;

                  (e) to add to or change any of the provisions of this
Indenture to change or eliminate any restrictions on the payment of principal
of, or premium, if any, or interest on, Registered Securities; provided, that
any such action shall not adversely affect the interests of the Holders of Debt
Securities of any series in any material respect or permit or facilitate the
issuance of Debt Securities of any series in uncertificated form;

                  (f) to comply with Article X;


                                      -51-
<PAGE>
                  (g) in the case of any Debt Securities, if any, subordinated
pursuant to Article XII, to make any change in Article XII that would limit or
terminate the benefits applicable to any holder of Senior Indebtedness, or
Representatives therefor, under Article XII;

                  (h) to add Guarantees with respect to the Debt Securities or
to secure the Debt Securities;

                  (i) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Debt Securities; provided, ,
that any such addition, change or elimination not otherwise permitted under this
Section 9.01 shall (i) neither (A) apply to any Debt 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 Debt Security with respect to such provision or (ii) shall become effective
only when there is no such Debt Security outstanding;

                  (j) to evidence and provide for the acceptance of appointment
hereunder by a successor or separate Trustee with respect to the Debt 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;

                  (k) to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03; and

                  (l) to make any change that does not adversely affect the
rights of any Holder of Debt Securities of any series.

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

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time outstanding, notwithstanding
any of the provisions of Section 9.02.

         In the case of any Debt Securities subordinated pursuant to Article
XII, an amendment under this Section 9.01 may not make any change that adversely
affects the rights under Article XII of any holder of such Senior Indebtedness
then Outstanding unless the holders of such Senior Indebtedness, or any group or
Representative thereof authorized to give a consent, consent to such change.


                                      -52-
<PAGE>
         After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Holders of Debt Securities of each series affected thereby
a notice briefly describing such amendment. The failure to give such notice to
all such Holders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section 9.01.

         Section 9.2. Modification of Indenture with Consent of Holders of Debt
Securities. Without notice to any Holder but with the consent, evidenced as
provided in Section 8.01, of the Holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by such supplemental indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto, which shall conform to the
provisions of the Trust Indenture Act as in force at the date of execution
thereof, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of Debt
Securities of such series; provided, that no such supplemental indenture,
without the consent of the Holders of each Debt Security so affected, shall (i)
reduce the percentage in principal amount of Debt Securities of any series whose
Holders must consent to an amendment; (ii) reduce the rate of or extend the time
for payment of interest on any Debt Security; (iii) reduce the principal of or
extend the Stated Maturity of any Debt Security; (iv) reduce the premium payable
upon the redemption of any Debt Security or change the time at which any Debt
Security may or shall be redeemed in accordance with Article III; (v) in the
case of any Debt Security subordinated pursuant to Article XII, make any change
in Article XII that adversely affects the rights of any Holder under Article
XII; (vi) release any security that may have been granted in respect of the Debt
Securities; or (vii) make any change in Section 6.06 or this Section 9.02.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has been expressly included solely for
the benefit of one or more particular series of Debt Securities or that modifies
the rights of the Holders of Debt 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 Debt Securities of any other series.

         Upon the request of the Company, accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties, obligations, privileges or immunities under this Indenture
or otherwise, in which case the Trustee may, but shall not be obligated to,
enter into such supplemental indenture.


                                      -53-
<PAGE>
      It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      In the case of any Debt Securities subordinated pursuant to Article XII,
an amendment under this Section 9.02 may not make any change that adversely
affects the rights under Article XII of any holder of such Senior Indebtedness
then Outstanding unless the holders of such Senior Indebtedness, or any group or
Representative thereof authorized to give a consent, consent to such change.

      After an amendment under this Section 9.02 becomes effective, the Company
shall mail to Holders of Debt Securities of each series affected thereby a
notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 9.02.

      Section 9.3. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

      The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of
this Article IX.

      Section 9.4. Debt Securities May Bear Notation of Changes by Supplemental
Indentures. Debt Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article IX 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. New Debt Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange
for the Debt Securities of such series then outstanding. Failure to make the
appropriate notation or to issue a new Debt Security of such series shall not
affect the validity of such amendment.

      Section 9.5. Payment for Consent. Neither the Company nor any Affiliate of
the Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest fee or otherwise, to any Holder for or
as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Debt


                                      -54-
<PAGE>

Securities unless such consideration is offered to be paid to all Holders that
so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.

                                    ARTICLE X

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 10.1. Consolidations and Mergers of the Company. The Company shall
not consolidate with or merge with or into any Person, in a transaction in which
it is not the surviving Corporation, or convey, transfer or lease all or
substantially all its assets to any successor Person, unless: (i) the resulting,
surviving or transferee Person if other than the Company (the "Successor
Company") shall be a corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and the Successor
Company shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Debt Securities according to their tenor,
and this Indenture; (ii) immediately after giving effect to such transaction,
and treating any Indebtedness that becomes an obligation of the Successor
Company or any Subsidiary of the Company as a result of such transaction as
having been Incurred by the Successor Company or such Subsidiary at the time of
such transaction, no Default or Event of Default would occur or be continuing;
and (iii) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with this
Indenture.

      Section 10.2. Rights and Duties of Successor Corporation. In case of any
consolidation or merger, or conveyance or transfer of the assets of the Company
as an entirety or virtually as an entirety in accordance with Section 10.01, the
Successor Company shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein as the party of the first part, and
the predecessor corporation shall be relieved of any further obligation under
the Indenture and the Debt Securities. The Successor Company thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all the Debt Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of the Successor Company, instead of the Company, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Debt Securities which
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Debt Securities which the Successor
Company thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Debt Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Debt Securities
theretofore or thereafter issued in accordance


                                      -55-
<PAGE>

with the terms of this Indenture as though all such Debt Securities had been
issued at the date of the execution hereof.

      In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form, but not in substance, may be made in the Debt
Securities appertaining thereto thereafter to be issued as may be appropriate.

                                   Article XI

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                          DEFEASANCE; UNCLAIMED MONEYS

      Section 11.1. Applicability of Article. If, pursuant to Section 2.03,
provision is made for the defeasance of Debt Securities of a series, then the
provisions of this Article XI relating to defeasance of Debt Securities shall be
applicable except as otherwise specified pursuant to Section 2.03 for Debt
Securities of such series.

      Section 11.2. Satisfaction and Discharge of Indenture; Defeasance.

            (a) If at any time (i) the Company shall have delivered to the
Trustee for cancellation all Debt Securities of any series theretofore
authenticated and delivered, other than (1) any Debt Securities of such series
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09 and (2) Debt Securities for whose
payment money has theretofore been deposited in trust and thereafter repaid to
the Company as provided in Section 11.05, or (ii) all Debt Securities of such
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee as trust funds the entire amount
sufficient to pay at maturity or upon redemption all Debt Securities of such
series not theretofore delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due on such date of
maturity or redemption date, as the case may be, and if in either case the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect, except as
to any surviving rights of registration of transfer or exchange of such Debt
Securities herein expressly provided for and rights to receive payments of
principal of, and premium, if any, and interest on, such Debt Securities and the
Company's right of optional redemption, if any, with respect to the Debt
Securities of such series, and the Trustee, on demand of the Company accompanied
by an Officers' Certificate and an Opinion of Counsel and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture.


                                      -56-
<PAGE>

            (b) In addition to the rights of the Company pursuant to Section
11.02(a), but subject to Sections 11.02(c), 11.03 and 11.07, the Company at any
time may terminate, with respect to Debt Securities of a particular series, (i)
all its obligations under the Debt Securities of such series and this Indenture
with respect to the Debt Securities of such series ("legal defeasance option")
or (ii) its obligations with respect to the Debt Securities of such series under
clause (ii) of Section 10.01 and the related operation of Section 6.01(d) and
the operation of Sections 6.01(e) (i) ("covenant defeasance option"). The
Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

            If the Company exercises its legal defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Company exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (e) and (i),
except to the extent covenants or agreements referenced in such Sections remain
applicable.

            Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

            (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06
and 11.07 shall survive until the Debt Securities of the defeased series have
been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05
and 11.06 shall survive.

      Section 11.3. Conditions of Defeasance. The Company may exercise its legal
defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series only if:

      (1) the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of, and premium, if
any, and interest on, the Debt Securities of such series to maturity or
redemption, as the case may be;

      (2) the Company delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants that in their belief the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay the
principal, premium and interest when due on all the Debt Securities of such
series to maturity or redemption, as the case may be;


                                      -57-
<PAGE>

      (3) 123 days pass after the deposit is made and during the 123-day period
no Default specified in Section 6.01(f) or (g) with respect to the Company
occurs that is continuing at the end of the period;

      (4) the deposit does not constitute a default under any other agreement
binding on the Company and, if the Debt Securities of such series are
subordinated pursuant to Article XII, is not prohibited by Article XII;

      (5) the Company delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

      (6) in the event of the legal defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from the Internal Revenue Service a ruling, or (ii) since the date of
this Indenture there has been a change in the applicable Federal income tax law,
in either case of the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of Debt 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;

      (7) in the event of the covenant defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
Debt 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; and

      (8) the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this
Article XI have been complied with.

      Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Debt Securities of such series at a future
date in accordance with Article III.

      Section 11.4. Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article
XI. It shall apply the deposited money and the money from U.S. Government
Obligations through any paying agent and in accordance with this Indenture to
the payment of principal of, and premium, if any, and interest on, the Debt


                                      -58-
<PAGE>

Securities of the defeased series. In the event the Debt Securities of the
defeased series are subordinated pursuant to Article XII, money and securities
so held in trust are not subject to Article XII.

      Section 11.5. Repayment to the Company. The Trustee and any paying agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

      Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Company upon request any money held by them for
the payment of principal, premium, if any, or interest that remains unclaimed
for two years, and, thereafter, Holders entitled to such money must look to the
Company for payment as general creditors.

      Section 11.6. Indemnity for U.S. Government Obligations. The Company shall
pay and shall indemnify the Trustee and the Holders against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

      Section 11.7. Reinstatement. If the Trustee or any paying agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority, in either case enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Debt Securities of the defeased series shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article XI until such time as the Trustee or any paying agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article XI.

                                   Article XII

                        SUBORDINATION OF DEBT SECURITIES

      Section 12.1. Applicability of Article; Agreement to Subordinate. The
provisions of this Article XII shall be applicable to the Debt Securities of any
series (Debt Securities of such series referred to in this Article XII as
"Subordinated Debt Securities") designated, pursuant to Section 2.03, as
subordinated to Senior Indebtedness. Each Holder by accepting a Subordinated
Debt Security agrees that the Indebtedness evidenced by such Subordinated Debt
Security is subordinated in right of payment, to the extent and in the manner
provided in this Article XII, to the prior payment of all Senior Indebtedness
and that the subordination is for the benefit of and enforceable by the holders
of Senior Indebtedness. All provisions of this Article XII shall be subject to
Section 12.12.

      Section 12.2. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of the Company to creditors upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency,


                                      -59-
<PAGE>

receivership or similar proceeding relating to the Company or a substantial part
of its property:

      (1) holders of Senior Indebtedness shall be entitled to receive payment in
full in cash of the Senior Indebtedness, including interest, if any, accruing on
or after the commencement of a proceeding in bankruptcy, whether or not allowed
as a claim against the Company in such bankruptcy proceeding, before Holders of
Subordinated Debt Securities shall be entitled to receive any payment of
principal of, or premium, if any, or interest on, the Subordinated Debt
Securities; and

      (2) until the Senior Indebtedness is paid in full, any distribution to
which Holders of Subordinated Debt Securities would be entitled but for this
Article XII shall be made to holders of Senior Indebtedness as their interests
may appear, except that such Holders may receive shares of stock and any debt
securities that are subordinated to Senior Indebtedness to at least the same
extent as the Subordinated Debt Securities.

      Section 12.3. Default on Senior Indebtedness. The Company may not pay the
principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or make any deposit pursuant to Article XI and may not repurchase,
redeem or otherwise retire, except, in the case of Subordinated Debt Securities
that provide for a mandatory sinking fund pursuant to Section 3.04, by the
delivery of Subordinated Debt Securities by the Company to the Trustee pursuant
to the first paragraph of Section 3.05, any Debt Securities (collectively, "pay
the Subordinated Debt Securities") if (i) any principal, premium or interest in
respect of Senior Indebtedness is not paid within any applicable grace period,
including at maturity, or (ii) any other default on Senior Indebtedness occurs
and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless, in either case, (x) the default has been cured or waived and
any such acceleration has been rescinded or (y) such Senior Indebtedness has
been paid in full in cash; provided, however, that the Company may pay the
Subordinated Debt Securities without regard to the foregoing if the Company and
the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Indebtedness. During the
continuance of any default, other than a default described in clause (i) or (ii)
of the preceding sentence, with respect to any Designated Senior Indebtedness
pursuant to which the maturity thereof may be accelerated immediately without
further notice, except such notice as may be required to effect such
acceleration, or the expiration of any applicable grace periods, the Company may
not pay the Subordinated Debt Securities for a period (a "Payment Blockage
Period") commencing upon the receipt by the Company and the Trustee of written
notice of such default from the Representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a
"Blockage Notice") and ending 179 days thereafter, or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice, (ii) by
repayment in full in cash of such Designated Senior Indebtedness or (iii)
because the default giving rise to such Blockage


                                      -60-
<PAGE>

Notice is no longer continuing. Notwithstanding the provisions described in the
immediately preceding sentence, but subject to the provisions contained in the
first sentence of this Section 12.03, unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Subordinated Debt Securities after such Payment Blockage Period.
Not more than one Blockage Notice may be given in any consecutive 360-day
period, irrespective of the number of defaults with respect to any number of
issues of Senior Indebtedness during such period. For purposes of this Section
12.03, no default or event of default which existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Senior Indebtedness, whether or not within a period
of 360 consecutive days, unless such default or event of default shall have been
cured or waived for a period of not less than 90 consecutive days.

      Section 12.4. Acceleration of Payment of Debt Securities. If payment of
the Subordinated Debt Securities is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.

      Section 12.5. When Distribution Must Be Paid Over. If a distribution is
made to Holders of Subordinated Debt Securities that because of this Article XII
should not have been made to them, the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.

      Section 12.6. Subrogation. After all Senior Indebtedness is paid in full
and until the Subordinated Debt Securities are paid in full, Holders thereof
shall be subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article XII to holders of Senior Indebtedness which otherwise would have been
made to Holders of Subordinated Debt Securities is not, as between the Company
and such Holders, a payment by the Company on Senior Indebtedness.

      Section 12.7. Relative Rights. This Article XII defines the relative
rights of Holders of Subordinated Debt Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall:

      (1) impair, as between the Company and Holders of either Subordinated Debt
Securities or Debt Securities, the obligation of the Company, which is absolute
and unconditional, to pay principal of, and premium, if any, and interest on,
the Subordinated Debt Securities and the Debt Securities in accordance with
their terms; or


                                      -61-
<PAGE>

      (2) prevent the Trustee or any Holder of either Subordinated Debt
Securities or Debt Securities from exercising its available remedies upon a
Default, subject to the rights of holders of Senior Indebtedness to receive
distributions otherwise payable to Holders of Subordinated Debt Securities.

      Section 12.8. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Subordinated Debt Securities shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.

      Section 12.9. Rights of the Trustee and Paying Agent. Notwithstanding
Section 12.03, the Trustee or any paying agent may continue to make payments on
Subordinated Debt Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two business days prior to the date of such payment, a responsible
officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article XII. The Company, the Registrar, any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.

      The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and any paying agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article XII with respect
to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article XII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

      Section 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative, if
any.

      Section 12.11. Article XII Not to Prevent Defaults or Limit Right to
Accelerate. The failure to make a payment pursuant to the Debt Securities by
reason of any provision in this Article XII shall not be construed as preventing
the occurrence of a Default. Nothing in this Article XII shall have any effect
on the right of the Holders or the Trustee to accelerate the maturity of either
the Subordinated Debt Securities or the Debt Securities, as the case may be.

      Section 12.12. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article XI by the Trustee for the
payment of principal of, and premium, if any, and interest on, the Subordinated
Debt Securities or the Debt Securities shall not be subordinated to the prior
payment of any Senior Indebtedness or subject to the


                                      -62-
<PAGE>

restrictions set forth in this Article XII, and none of the Holders thereof
shall be obligated to pay over any such amount to the Company or any holder of
Senior Indebtedness of the Company or any other creditor of the Company.

      Section 12.13. Trustee Entitled to Rely. Upon any payment or distribution
pursuant to this Article XII, the Trustee and the Holders shall be entitled to
rely (i) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 12.02 are pending, (ii)
upon a certificate of the liquidating trustee or agent or other Person making
such payment or distribution to the Trustee or to such Holders or (iii) upon the
Representatives for the holders of Senior Indebtedness for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XII. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Article XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

      The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article XII.

      Section 12.14. Trustee to Effectuate Subordination. Each Holder by
accepting a Subordinated Debt Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders of Subordinated Debt Securities
and the holders of Senior Indebtedness as provided in this Article XII and
appoints the Trustee as attorney-in-fact for any and all such purposes.

      Section 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders of Subordinated Debt Securities or
the Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise.

      Section 12.16. Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Holder by accepting a Subordinated Debt Security acknowledges
and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a


                                      -63-
<PAGE>

consideration to each holder of any Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the issuance of the
Subordinated Debt Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior Indebtedness.

                                  Article XIII

                            MISCELLANEOUS PROVISIONS

      Section 13.1. Successors and Assigns of the Company Bound by Indenture.
All the covenant's stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company or the Trustee shall bind its
successors and assigns, whether so expressed or not.

      Section 13.2. Acts of Board, Committee or Officer of Successor Company
Valid. Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any Successor Company.

      Section 13.3. Required Notices or Demands. Except as otherwise expressly
provided in this Indenture, any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders to or on the Company may be given or served by facsimile, or by
overnight courier or by being deposited postage prepaid in a post office letter
box in the United States, in each case addressed, until another address is filed
by the Company with the Trustee, as follows:

            Luminent Mortgage Capital, Inc.
            909 Montgomery Street, Suite 500
            San Francisco, California  94133
            Fax:  (415) 486-2111
            Attention:  Christopher J. Zyda,
                        Senior Vice President and Chief Financial Officer

      Except as otherwise expressly provided in this Indenture, any notice,
direction, request or demand by the Company or by any Holder to or upon the
Trustee may be given or made, for all purposes, by facsimile, or by overnight
courier or by being deposited, postage prepaid, in a post office letter box in
the United States, in each case addressed to:


                                      -64-
<PAGE>

      The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

      Any notice required or permitted to a Registered Holder by the Company or
the Trustee pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Debt Security Register. Any report pursuant to Section 313 of the
Trust Indenture Act shall be transmitted in compliance with subsection (c)
therein.

      In the event of suspension of publication of any Authorized Newspaper or
by reason of any other cause it shall be impracticable to give notice by
publication, then such notification as shall be given with the approval of the
Trustee shall constitute sufficient notice for every purpose hereunder.

      Failure to mail a notice or communication to a Holder or any defect in it
or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

      Section 13.4. Indenture and Debt Securities to Be Governed by and
Construed in Accordance with the Laws of the State of New York. This Indenture
and each Debt Security shall be deemed to be New York contracts, and for all
purposes shall be governed by and construed in accordance with the laws of said
State.

      Section 13.5. Officers' Certificate and Opinion of Counsel to Be Furnished
upon Application or Demand by the Company. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such document is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition, (2) a brief
statement as to the nature and scope of the examination or


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investigation upon which the statements or opinions contained in such
certificate or opinion are based, (3) a statement that, in the opinion of such
Person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with and (4) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.

      Section 13.6. Payments Due on Legal Holidays. In any case where the date
of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day
at any Place of Payment for the Debt Securities of such series, then payment of
interest or principal and premium, if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment, 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 date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date. If a record date is
not a business day, the record date shall not be affected.

      Section 13.7. Provisions Required by Trust Indenture Act to Control. If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture that is required to
be included in this Indenture by any of Sections 310 to 318, inclusive, of the
Trust Indenture Act, such required provision shall control.

      Section 13.8. Computation of Interest on Debt Securities. Interest, if
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.

      Section 13.9. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Holders. The Registrar
and any paying agent may make reasonable rules for their functions.

      Section 13.10. No Recourse against Others. An incorporator or any past,
present or future director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Debt Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Debt
Security, each Holder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Debt Securities.

      Section 13.11. Severability. In case any provision in this Indenture, the
Debt 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 13.12. Effect of Headings. The article and section headings herein
and in the Table of Contents are for convenience only and shall not affect the
construction hereof.


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      Section 13.13. Indenture May Be Executed in Counterparts. This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.

      The Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.

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

                                         LUMINENT MORTGAGE CAPITAL, INC.


                                         By:____________________________________
                                            Albert J. Gutierrez, President


                                         _______________________________________


                                         By:____________________________________
                                            [Name/Title]


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