<PAGE>

                                                                     EXHIBIT 4.5

                                    INDENTURE

                                  BY AND AMONG

                     FNB FINANCIAL SERVICES, LP, AS ISSUER,

                      F.N.B. CORPORATION, AS GUARANTOR, AND

           J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

                               JANUARY ____, 2005

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                             <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................   1

SECTION 101 DEFINITIONS.......................................................................   1
SECTION 102 COMPLIANCE CERTIFICATES AND OPINIONS..............................................   7
SECTION 103 FORM OF DOCUMENTS DELIVERED TO TRUSTEE............................................   7
SECTION 104 ACTS OF HOLDERS...................................................................   8
SECTION 105 NOTICES, ETC., TO TRUSTEE, COMPANY AND GUARANTOR..................................   9
SECTION 106 NOTICE TO HOLDERS; WAIVER.........................................................  10
SECTION 107 CONFLICT WITH TRUST INDENTURE ACT.................................................  10
SECTION 108 EFFECT OF HEADINGS AND TABLE OF CONTENTS..........................................  10
SECTION 109 SUCCESSORS AND ASSIGNS............................................................  10
SECTION 110 SEPARABILITY CLAUSE...............................................................  10
SECTION 111 BENEFITS OF INDENTURE.............................................................  11
SECTION 112 GOVERNING LAW.....................................................................  11
SECTION 113 LEGAL HOLIDAYS....................................................................  11

ARTICLE TWO SECURITY FORMS ...................................................................  11

SECTION 201 FORMS GENERALLY...................................................................  11
SECTION 202 FORM OF FACE OF SECURITY..........................................................  12
SECTION 203 FORM OF REVERSE OF SECURITY.......................................................  14
SECTION 204 FORM OF CERTIFICATE OF AUTHENTICATION.............................................  18
SECTION 205 SECURITIES IN GLOBAL FORM.........................................................  18

ARTICLE THREE THE SECURITIES..................................................................  19

SECTION 301 AMOUNT UNLIMITED; ISSUABLE IN SERIES..............................................  19
SECTION 302 DENOMINATIONS.....................................................................  21
SECTION 303 EXECUTION, AUTHENTICATION, DELIVERY AND DATING....................................  21
SECTION 304 TEMPORARY SECURITIES..............................................................  22
SECTION 305 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...............................  23
SECTION 306 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..................................  24
SECTION 307 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED....................................  25
SECTION 308 PERSONS DEEMED OWNERS.............................................................  26
SECTION 309 CANCELLATION......................................................................  26
SECTION 310 COMPUTATION OF INTEREST...........................................................  27

ARTICLE FOUR SATISFACTION AND DISCHARGE.......................................................  27

SECTION 401 SATISFACTION AND DISCHARGE OF SECURITIES OF ANY SERIES............................  27
SECTION 402 APPLICATION OF TRUST MONEY........................................................  28

ARTICLE FIVE REMEDIES.........................................................................  28

SECTION 501 EVENTS OF DEFAULT.................................................................  28
SECTION 502 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT................................  30
SECTION 503 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE...................  31
SECTION 504 TRUSTEE MAY FILE PROOFS OF CLAIM..................................................  32
SECTION 505 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.......................  32
SECTION 506 APPLICATION OF MONEY COLLECTED....................................................  33
</TABLE>

                                      i

<PAGE>

<TABLE>
<S>                                                                                             <C>
SECTION 507 LIMITATION ON SUITS...............................................................  33
SECTION 508 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL (AND PREMIUM,
            IF ANY) AND
            INTEREST, IF ANY..................................................................  34
SECTION 509 RESTORATION OF RIGHTS AND REMEDIES................................................  34
SECTION 510 RIGHTS AND REMEDIES CUMULATIVE....................................................  34
SECTION 511 DELAY OR OMISSION NOT WAIVER......................................................  34
SECTION 512 CONTROL BY HOLDERS................................................................  34
SECTION 513 WAIVER OF PAST DEFAULTS...........................................................  35
SECTION 514 UNDERTAKING FOR COSTS.............................................................  35

ARTICLE SIX THE TRUSTEE.......................................................................  36

SECTION 601 CERTAIN DUTIES AND RESPONSIBILITIES...............................................  36
SECTION 602 NOTICE OF DEFAULTS................................................................  37
SECTION 603 CERTAIN RIGHTS OF TRUSTEE.........................................................  37
SECTION 604 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES............................  38
SECTION 605 MAY HOLD SECURITIES...............................................................  38
SECTION 606 MONEY HELD IN TRUST...............................................................  38
SECTION 607 COMPENSATION AND REIMBURSEMENT....................................................  39
SECTION 608 DISQUALIFICATION; CONFLICTING INTERESTS...........................................  39
SECTION 609 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...........................................  44
SECTION 610 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................  44
SECTION 611 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................  46
SECTION 612 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.......................  47
SECTION 613 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY AND GUARANTOR...................  47
SECTION 614 APPOINTMENT OF AUTHENTICATING AGENT...............................................  51

ARTICLE SEVEN LISTS OF HOLDERS AND REPORTS BY TRUSTEE AND COMPANY.............................  52

SECTION 701 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.........................  52
SECTION 702 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS............................  52
SECTION 703 REPORTS BY TRUSTEE................................................................  53
SECTION 704 REPORTS BY COMPANY................................................................  55

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE............................  55

SECTION 801 COMPANY OR GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.................  55
SECTION 802 SUCCESSOR PERSON SUBSTITUTED......................................................  56

ARTICLE NINE SUPPLEMENTAL INDENTURES..........................................................  57

SECTION 901 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS................................  57
SECTION 902 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...................................  58
SECTION 903 EXECUTION OF SUPPLEMENTAL INDENTURES..............................................  59
SECTION 904 EFFECT OF SUPPLEMENTAL INDENTURES.................................................  59
SECTION 905 CONFORMITY WITH TRUST INDENTURE ACT...............................................  59
SECTION 906 REFERENCES IN SECURITIES TO SUPPLEMENTAL INDENTURES...............................  59

ARTICLE TEN COVENANTS.........................................................................  59

SECTION 1001 PAYMENT OF PRINCIPAL (AND PREMIUM, IF ANY) AND INTEREST, IF ANY..................  59
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                           <C>
SECTION 1002 MAINTENANCE OF OFFICE OR AGENCY................................................................  60
SECTION 1003 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..............................................  60
SECTION 1004 LEGAL EXISTENCE................................................................................  61
SECTION 1005 MAINTENANCE OF PROPERTIES......................................................................  61
SECTION 1006 PAYMENT OF TAXES AND OTHER CLAIMS..............................................................  62
SECTION 1007 LIMITATION ON DISPOSITION OF CAPITAL STOCK OF, AND MERGER AND SALE
             OF ASSETS BY,
             SUBSIDIARIES...................................................................................  62
SECTION 1008 STATEMENT AS TO COMPLIANCE.....................................................................  63
SECTION 1009 WAIVER OF CERTAIN COVENANTS....................................................................  63

ARTICLE ELEVEN REDEMPTION OF SECURITIES.....................................................................  64

SECTION 1101 APPLICABILITY OF ARTICLE.......................................................................  64
SECTION 1102 ELECTION TO REDEEM; NOTICE TO TRUSTEE..........................................................  64
SECTION 1103 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..............................................  64
SECTION 1104 NOTICE OF REDEMPTION...........................................................................  65
SECTION 1105 DEPOSIT OF REDEMPTION PRICE....................................................................  65
SECTION 1106 SECURITIES PAYABLE ON REDEMPTION DATE..........................................................  65
SECTION 1107 SECURITIES REDEEMED IN PART....................................................................  66

ARTICLE TWELVE SINKING FUNDS................................................................................  66

SECTION 1201 APPLICABILITY OF ARTICLE.......................................................................  66
SECTION 1202 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..........................................  66
SECTION 1203 REDEMPTION OF SECURITIES FOR SINKING FUND......................................................  67

ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES..........................................................  67

SECTION 1301 PURPOSES FOR WHICH MEETINGS MAY BE CALLED......................................................  67
SECTION 1302 MANNER OF CALLING MEETINGS.....................................................................  67
SECTION 1303 CALL OF MEETINGS BY COMPANY OR HOLDERS.........................................................  68
SECTION 1304 WHO MAY ATTEND AND VOTE AT MEETINGS............................................................  68
SECTION 1305 REGULATIONS MAY BE MADE BY TRUSTEE.............................................................  68
SECTION 1306 EVIDENCE OF ACTIONS BY HOLDERS.................................................................  68
SECTION 1307 EXERCISE OF RIGHTS OF TRUSTEE AND HOLDERS NOT TO BE HINDERED OR
             DELAYED........................................................................................  69

ARTICLE FOURTEEN SUBORDINATION OF SECURITIES................................................................  69

SECTION 1401 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS..................................................  69
SECTION 1402 TRUSTEE AND HOLDERS OF SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING AGENT;
             TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR INDEBTEDNESS;
             TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS........................................  71
SECTION 1403 PAYMENT PERMITTED IF NO DEFAULT................................................................  72
SECTION 1404 TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION..............................................  72
SECTION 1405 TRUSTEE TO EFFECTUATE SUBORDINATION............................................................  72
SECTION 1406 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS.............................................  73
SECTION 1407 ARTICLE APPLICABLE TO PAYING AGENTS............................................................  73
SECTION 1408 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR HOLDERS
             OF SENIOR INDEBTEDNESS.........................................................................  73
</TABLE>

                                      iii

<PAGE>

                                    INDENTURE

      INDENTURE, dated as of January ____, 2005, among FNB FINANCIAL SERVICES,
LP, a limited partnership duly organized and existing under the laws of Delaware
(herein called the "Company"), the Guarantor (as defined herein), and J.P.
Morgan Trust Company, National Association, a national banking association, as
trustee (herein called the "Trustee"), having a corporate trust office in
Pittsburgh, Pennsylvania.

                                    RECITALS

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101 DEFINITIONS.

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

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

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

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

<PAGE>

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

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

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

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

      "Authenticating Agent" means the Trustee or any Person authorized by the
Company, with the written consent of the Trustee, to act on behalf of the
Trustee to authenticate Securities pursuant to Section 614.

      "Bank" means (i) any institution or association organized under the laws
of the United States, any State of the United States, the District of Columbia,
any territory of the United States, Puerto Rico, Guam, American Samoa or the
Virgin Islands which (a) accepts deposits that the depositor has a legal right
to withdraw on demand and (b) engages in the business of making commercial
loans, and (ii) any trust company organized under any of the foregoing laws.

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

      "Capital Stock," as used with respect to any corporation, means shares of
capital stock of any class of such corporation, and as used with respect to any
limited partnership, means any general or limited partnership units or
interests, and as used with respect to any limited liability company, means any
common or preferred membership units or interests, in each case whether now or
hereafter authorized, regardless of whether such Capital Stock shall be limited
to a fixed sum or percentage in respect of the rights of the holders thereof to
participate in dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of such corporation, limited
partnership or limited liability company.

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

      "Company" means FNB Financial Services, LP, a Delaware limited partnership
having its main office at Suite 202, 103 Foulk Road, Wilmington, Delaware 19803,
until a successor entity shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" shall mean such successor
entity.

                                       2
<PAGE>

      "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by the General Partner and delivered to the
Trustee.

      "Corporate Trust Office" means an office of the Trustee at which at any
particular time corporate trust business shall be administered, which office at
the date of execution of this Indenture is located at One Oxford Centre, Suite
1100, 301 Grant Street, Pittsburgh, Pennsylvania 15219, Attention: Institutional
Trust Services.

      "Corporation" includes corporations, associations, companies and business
trusts.

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

      "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of a global Security, the Person designated as Depositary
by the Company pursuant to Section 301 until a successor Depositary shall have
become such pursuant to the applicable provisions of the Indenture, and
thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to these Securities of any such series shall
mean the Depositary with respect to the Securities of that series.

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

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

      "General Partner" means Regency Consumer Financial Services Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
having its main office at Suite 202, 103 Foulk Road, Wilmington, Delaware 19803,
the General Partner of the Company, and any successor selected pursuant to the
Company's governing documents.

      "General Partner Certificate" means a certificate signed by the General
Partner.

      "General Partner Resolution" means a resolution of the General Partner
certified by the General Partner.

      "Guarantor" means F.N.B. Corporation, a corporation duly organized and
existing under the laws of the State of Florida, having its main office at One
FNB Boulevard, Hermitage, Pennsylvania 16148, until a successor entity shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Guarantor" shall mean such successor entity.

      "Guaranty" means the Guaranty of even date herewith executed and delivered
by the Guarantor.

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

      "Indebtedness" means (1) any debt of the Company (i) for borrowed money or
(ii) evidenced by a note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of any property or
assets, including securities; (2) any personal property lease or other capital
lease of the Company; (3) any debt of others described in the preceding clause
(1) or lease of others described in the preceding clause (2) which the

                                       3
<PAGE>

Company has guaranteed or for which it is otherwise liable; and (4) any
amendment, renewal, extension or refunding of any such debt or lease.

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

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

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

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

      "Member Bank" means any Subsidiary which is a Bank.

      "Opinion of Counsel" means a written opinion of counsel, who may be
in-house counsel to the Company or the Guarantor, and who shall be satisfactory
to the Trustee.

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

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

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

      (ii)  Securities for the payment or redemption of which 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 Securities; provided,
            however, that if such Securities are to be redeemed, notice of such
            redemption has been duly given pursuant to this Indenture or
            provision therefor satisfactory to the Trustee has been made; and

      (iii) Securities which have been paid pursuant to Section 307 or in
            exchange for or in lieu of which other Securities have been
            authenticated and delivered pursuant to Section 306 of this
            Indenture, other than any such Securities in respect of which there
            shall have been presented to the Trustee proof satisfactory to it
            that such Securities are held by a bona fide purchaser in whose
            hands such Securities are valid obligations of the Company;

                                       4
<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) Securities
owned by or held for the account of the Company, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, the Guarantor 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
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned or so held which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, the Guarantor or of such other
obligor, and (b) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 502. Upon request of
the Trustee, the Company shall furnish to the Trustee promptly a General Partner
Certificate listing and identifying all Securities, if any, known by the Company
to be owned by or held for the account of the Company, the Guarantor or any
other obligor upon the Securities, or any Affiliate of the Company, the
Guarantor or of such obligor and the Trustee shall be entitled to accept such
General Partner Certificate as conclusive evidence of the facts therein set
forth and of the fact that all Securities not listed therein and not otherwise
excluded from the provisions hereof are Outstanding for the purposes of any such
determination.

      "Paying Agent" means Regency Finance Corporation, a corporation duly
organized and existing under the laws of the Commonwealth of Pennsylvania,
having its administrative office at One FNB Boulevard, Hermitage, Pennsylvania
16148, or any other Person authorized by the Company to pay the principal of
(and premium, if any) or interest on any Securities on behalf of the Company as
contemplated by Section 301.

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

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

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

      "Principal Member Bank" means any Member Bank the total assets of which,
as set forth in the most recent statement of condition of such Bank, equal more
than 15% of the total assets of all Member Banks as determined from the most
recent statement of condition of the Member Banks.

                                       5
<PAGE>

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

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

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

      "Responsible Officer," when used with respect to the Trustee, means any
vice president or assistant vice president, any trust officer or assistant trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers.

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

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

      "Senior Indebtedness" means Indebtedness of the Company outstanding at any
time other than Indebtedness of the Company to a Subsidiary for money borrowed
or advanced from any such Subsidiary or Indebtedness which by its terms is not
superior in right of payment to the Securities, provided, however, that for
purposes of clarity, the Indebtedness represented by the Securities shall be
pari passu with the Indebtedness of the Guarantor under that certain Indenture,
dated as of May 15, 1992, as amended, between the Guarantor and J.P. Morgan
Trust Company, National Association, successor trustee to Northern Central Bank,
as trustee. Senior Indebtedness shall not include any Indebtedness of the
Company to the Guarantor or a Subsidiary of the Guarantor.

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

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

      "Subsidiary" means a corporation, state or national banking or savings and
loan corporation or association more than 50% of the outstanding Voting Stock of
which is owned, directly or indirectly, by the Company, the Guarantor or by one
or more other Subsidiaries, or by the Company, the Guarantor and one or more
other Subsidiaries. For purposes of this definition, "Voting Stock" means stock
of the class or classes having general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of
the subject Subsidiary (irrespective of whether or not at the time stock of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).

      "Trustee" means J.P. Morgan Trust Company, National Association, a
national banking association having a Corporate Trust Office at One Oxford
Centre, Suite 1100, 301 Grant Street,

                                       6
<PAGE>

Pittsburgh, Pennsylvania 15219, until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

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

SECTION 102 COMPLIANCE CERTIFICATES AND OPINIONS.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the General Partner of the Company
shall furnish to the Trustee a General Partner Certificate stating that all
conditions precedent, if any, 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, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

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

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

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

SECTION 103 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

                                       7
<PAGE>

and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

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

SECTION 104 ACTS OF HOLDERS.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing and
may be delivered electronically or in digital format; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

      (d) In determining whether the Holders of the requisite principal amount
of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver under this Indenture, the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for

                                       8
<PAGE>

such purposes shall be equal to the amount of the principal thereof that would
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 at the time the taking of such action by the Holders of
such requisite principal amount is evidenced to the Trustee for such Securities.

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

      (f) Without limiting the generality of the forgoing, unless otherwise
specified pursuant to Section 301 or pursuant to one or more indentures
supplemental hereto, a Holder, including a Depositary that is the Holder of a
global Security, may make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by
Holders, and a Depositary that is the Holder of a global Security may provide
its proxy or proxies to the beneficial owners of interests in any such global
Security through the standing instructions and customary practices of such
Depositary.

      (g) The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interests in any global Security held by a
Depositary entitled under the procedures of such Depositary to make, give or
take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders. If such a record date is
fixed, the Holders on such record date or their duly appointed proxy or proxies
and only such Persons, shall be entitled to make, give or take such requests,
demand, authorization, direction, notice, consent, waiver or other action,
whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days
after such record date.

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

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

      1.    the Trustee by any Holder or by the Company or the Guarantor shall
            be sufficient for every purpose hereunder if made, given, furnished
            or filed in writing to or with the Trustee at its Corporate Trust
            Office,

      2.    the Company by the Trustee or by any Holder shall be sufficient for
            every purpose hereunder (unless otherwise herein expressly provided)
            if in writing and mailed, first-class postage prepaid, to the
            Company addressed to the attention of the General Partner at the
            address specified in Section 101 of this Indenture or at any other
            address previously furnished in writing to the Trustee by the
            Company, or

                                       9
<PAGE>

      3.    the Guarantor by the Trustee or by any Holder shall be sufficient
            for every purpose hereunder (unless otherwise herein expressly
            provided) if in writing and mailed, first-class postage prepaid, to
            the Guarantor at the address specified in Section 101 of this
            Indenture, or at any other address previously furnished in writing
            to the Trustee by the Guarantor.

SECTION 106 NOTICE TO HOLDERS; WAIVER.

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

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

SECTION 107 CONFLICT WITH TRUST INDENTURE ACT.

      If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 108 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109 SUCCESSORS AND ASSIGNS.

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

SECTION 110 SEPARABILITY CLAUSE.

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

                                       10
<PAGE>

SECTION 111 BENEFITS OF INDENTURE.

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

SECTION 112 GOVERNING LAW.

      This Indenture shall be governed by and construed under the laws of the
State of Delaware, excluding its choice of law principles that would require the
application of the laws of another jurisdiction, unless the laws of another
jurisdiction are specified pursuant to Section 301. Each of the parties hereto
agrees (a) that upon the issuance, authentication and delivery of at least
$100,000 worth of Securities, this Indenture will involve at least $100,000, and
(b) that this Indenture has been entered into by the parties hereto in express
reliance upon 6 Del. C. Section 2708. Each of the parties hereto hereby
irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of
the courts of the State of Delaware and of the federal courts sitting in the
State of Delaware, and (b) (1) to the extent such party is not otherwise subject
to service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such party's agent for acceptance of legal process
and notify the other party or parties hereto of the name and address of such
agent, and (2) that service of process may, to the fullest extent permitted by
law, also be made on such party by prepaid certified mail with a proof of
mailing receipt validated by the United States Postal Service constituting
evidence of valid service, and that service made pursuant to (b)(1) or (2) above
shall, to the fullest extent permitted by law, have the same legal force and
effect as if served upon such party personally within the State of Delaware;
provided, however, that a copy of any such process served upon the Trustee shall
also be furnished to the Trustee as provided in Section 105(1).

SECTION 113 LEGAL HOLIDAYS.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of (and premium, if any) and interest, if any,
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201 FORMS GENERALLY.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form (including global form) as shall be
established by or pursuant to a General Partner 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

                                       11
<PAGE>

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

      The Authenticating Agent's certificate of authentication shall be in
substantially the form set forth in this Article.

      The definitive Securities, if any, shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner,
subject to the rules of any securities exchange upon which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

SECTION 202 FORM OF FACE OF SECURITY.

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED
DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

      [If the Security is an Original Issue Discount Security, insert -- FOR
PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THE ISSUE PRICE OF THIS SECURITY IS _________% OF ITS PRINCIPAL AMOUNT
AND THE ISSUE DATE IS ______________, 20__.]

                           FNB FINANCIAL SERVICES, LP

No. ______________                                            $________________

      FNB FINANCIAL SERVICES, LP, a Delaware limited partnership (hereinafter
called the "Company," which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _____________________________________________ or registered assigns, the
principal sum of __________________________________ Dollars on
________________________________ [If the Security is to bear interest prior to
Maturity, insert -- , and to pay interest thereon from
________________________________ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, [semi-annually]
[quarterly] on _______________________ and _____________________ in each year,
commencing _______________________; at the rate of __________% per annum, [If
applicable, insert method of calculation of floating rate] until the principal
hereof is paid or made available for payment [If applicable, insert - -, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of _____________% per annum on any overdue principal and premium and on
any overdue installment of interest]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is

                                       12
<PAGE>

registered at the close of business on the Regular Record Date for such
interest, which shall be the _____________________ or _______________________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ___________% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ______% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.]

      Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made by check drawn upon any Paying Agent and mailed on or prior to an Interest
Payment Date to the address of the Person entitled thereto as such address shall
appear in the Security Register].

      To guarantee the due and punctual payment of the principal and interest on
the Securities and all other amounts payable by the Company under the Indenture
when and as the same shall be due and payable, whether at maturity, by
acceleration or otherwise, according to the terms of the Securities and the
Indenture, the Guarantor has unconditionally guaranteed such obligations on a
subordinated basis pursuant to the terms of the Guaranty.

      All terms in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.

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

      Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by the manual or facsimile signature of an authorized signer, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                       13
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:

                              FNB FINANCIAL SERVICES, LP

                              By:      Regency Consumer Financial Services Inc.,
                                       its General Partner

                              By:     __________________________________________

                              Title:  __________________________________________

SECTION 203 FORM OF REVERSE OF SECURITY.

      This Security is one of a duly authorized issue of securities of the
Company (each a "Security" and together, the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of January ____, 2005
(herein called the "Indenture"), by and among the Company, F.N.B. Corporation,
as Guarantor, and J.P. Morgan Trust Company, National Association, as Trustee
(herein called the "Trustee," which term includes any successor Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations,
duties and immunities thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered.

      PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on
this Security shall be made in lawful money of the United States at any office
of Regency Finance Company, the Issuer's agent, or at such other place as the
Issuer may designate to the Holder in writing (a "Place of Payment"); provided,
however, that any such payment may be made, at the option of the Issuer, by
check mailed to the registered address of the Holder. Upon payment or tender of
payment hereof ON DEMAND, this Security shall be surrendered to the Issuer for
cancellation at the Place of Payment. Unless otherwise agreed in writing by the
Issuer, interest hereon shall cease to accrue, and the Issuer shall have no
further liability with respect thereto, upon payment (or tender of payment in
the aforesaid manner) of the principal amount hereof ON DEMAND.

      INTEREST RATE ADJUSTMENT. The interest rate will be determined by the
Company and may fluctuate on a monthly basis. Any adjustment to the interest
rate will be made on the first day of the month and shall remain in effect until
next adjusted by the Company.

      [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by first class mail, [if
applicable, insert -- (1) on _________________ in any year commencing with the
year __________ and ending with the year __________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after ________________, 20___], as
a whole or in part, at the election of the Company, [without premium,] [at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [on or before ________________, _______%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                       14
<PAGE>

<TABLE>
<CAPTION>
                Redemption                        Redemption
Year              Price             Year           Price
------          ----------          ----          -----------
<S>             <C>                 <C>           <C>
</TABLE>

and thereafter at a Redemption Price equal to __________% of the principal
amount, together, in the case of any such redemption,] [if applicable, insert --
(whether through operation of the sinking fund or otherwise)] together with
accrued interest to the Redemption Date, but any interest installment which is
due and payable on or prior to such Redemption Date, will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates, all as provided in the
Indenture.] [Each partial redemption payment shall either be made ratably on all
Outstanding Securities of such series called for redemption, or by lot or in any
other equitable fashion.]

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

<TABLE>
<CAPTION>
               Redemption Price                   Redemption Price for
                for Redemption                   Redemption Otherwise
             Through Operation                   than Through Operation
Year         of the Sinking Fund                   of the Sinking Fund
------       -------------------                 ----------------------
<S>          <C>                                 <C>
</TABLE>

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

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

      [The sinking fund for this series provides for the redemption on
______________________ in each year beginning with the year _________ and ending
with the year ________ of [not less than] $______________ ("mandatory sinking
fund") and not more than $______________] aggregate principal amount of
Securities of this series. [Securities of

                                       15
<PAGE>

this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made in the inverse order in
which they become due.]

      [If applicable, insert -- REDEMPTION BY HOLDER. The Holder shall have the
right at its option to cause the Company to redeem this Security, in whole or in
part, at any time; provided however, that the Issuer may require the Holder to
give the Issuer no less than 30 days' prior written notice by U.S. registered
mail of a redemption demanded by the Holder, which notice shall specify the
principal amount of the Security to be redeemed and the redemption date. Holders
shall also have the right to make partial redemptions, provided, however, that
such partial redemptions may not reduce the principal amount of this Security
below the minimum purchase amount.]

      [If applicable, insert -- Upon presentation of this Security at a Place of
Payment, the Issuer, or the Issuer's agent, will, for the Holder's convenience,
record on the register attached hereto and made a part hereof any adjustments to
the original principal amount of this Security, such as additional purchases or
partial redemptions.]

      ASSIGNMENT. As provided in the Indenture and subject to certain
limitations set forth herein and therein, this Security shall not be
transferable except by endorsement and delivery by the Holder, or its duly
authorized representative at the Place of Payment referred to above, and upon
surrender to the Issuer with proper endorsement, a new instrument of like tenor
shall be issued in the name of the transferee. The Issuer may require payment of
a service charge along with a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Unless and until
transferred in the manner aforesaid, the Issuer, the Trustee and any agent of
either of them may treat the Holder whose name or names appear on the face of
this instrument as the absolute owner hereof for all purposes. If this Security
is payable to two or more persons, they shall be deemed to be joint tenants with
right of survivorship and any and all payments herein shall be made to either,
or the survivor of them.

      SUBORDINATION. The indebtedness evidenced by this Security is subordinate
to the prior payment when due of the principal of and interest on all Senior
Indebtedness (as such term is defined below). Upon maturity of any Senior
Indebtedness, payment in full must be made on such Senior Indebtedness before
any payment is made on or in respect of this Security. During the continuance of
any default in payment of principal of (or premium, if any) or interest or
sinking fund on any Senior Indebtedness, or any other event of default with
respect to Senior Indebtedness pursuant to which the holders thereof have
accelerated the maturity thereof, no direct or indirect payment may be made or
agreed to be made by the Issuer or the Guarantor on or in respect of this
Security or the Guaranty. Upon any distribution of assets of the Issuer or the
Guarantor in any dissolution, winding up, liquidation or reorganization, payment
of the principal of and interest on this Security will be subordinated, to the
extent and in the manner set forth in the Indenture, to the prior payment in
full of all Senior Indebtedness. The Indenture does not limit the Issuer's or
the Guarantor's ability to increase the amount of Senior Indebtedness or to
incur any additional indebtedness in the future that may affect the Issuer's or
the Guarantor's ability to make payments under this Security or the Guaranty.
Except as described above, the obligation of the Issuer or the Guarantor to make
payment of principal or interest on this Security or the Guaranty will not be
affected. [The Holder of this Security will be subrogated to the rights of the
holders of the Senior Indebtedness to the extent of payments made on Senior
Indebtedness

                                       16
<PAGE>

out of the distributive share of the Security.] By reason of such subordination,
in the event of a distribution of assets upon insolvency, certain general
creditors of the Issuer and the Guarantor may recover more, ratably, than
Holders of the Securities.

      "Senior Indebtedness" means Indebtedness of the Issuer or the Guarantor
outstanding at any time, other than Indebtedness of the Issuer or the Guarantor
to each other or to a Subsidiary for money borrowed or advanced from the other
or from any such Subsidiary or Indebtedness which by its terms is not superior
in right of payment to the Securities, provided, however, that for purposes of
clarity, the obligations of the Guarantor under the Guaranty with respect to the
Indebtedness represented by the Securities shall be pari passu with the
Indebtedness of the Guarantor under that certain Indenture, dated as of May 15,
1992, as amended, between the Guarantor and J.P. Morgan Trust Company, National
Association, successor trustee to Northern Central Bank, as trustee.
"Indebtedness" means (1) any debt of the Issuer or the Guarantor (i) for
borrowed money or (ii) evidenced by a note, debenture or similar instrument
(including a purchase money obligation) given in connection with the acquisition
of any property or assets, including securities; (2) any debt of others
described in the preceding clause (1) which the Issuer or the Guarantor has
guaranteed or for which it is otherwise liable; and (3) any amendment, renewal,
extension or refunding of any such debt.

      In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of the Indenture or of this Security)
payment of principal (and premium, if any) and interest need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and

                                       17
<PAGE>

the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company or the Guarantor with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

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

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

      The Securities of this series are issuable only in registered form without
coupons in denominations of $_______________ and any integral multiple thereof.

      All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.

SECTION 204 FORM OF CERTIFICATE OF AUTHENTICATION.

      The Certificate of Authentication on all Securities shall be in
substantially the following form:

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

                                              By:  Authenticating Agent

                                              By: ______________________________
                                                        Authorized Officer"

SECTION 205 SECURITIES IN GLOBAL FORM.

      If any Security of a series is issuable in global form, such Security may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed

                                       18
<PAGE>

thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee and in such manner as shall be specified in such
Security. Any instructions by the Company with respect to a Security in global
form, after its initial issuance, shall be in writing.

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

      The aggregate principal amount of Securities which may be authenticated
and delivered and Outstanding under this Indenture is unlimited. The Securities
may be issued up to the aggregate principal amount of Securities from time to
time authorized by or pursuant to a General Partner Resolution.

      The Securities may be issued in one or more series. All Securities of each
series issued under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time of the authentication and
delivery or Maturity of the Securities of such series. There shall be
established in or pursuant to a General Partner Resolution, and subject to
Section 303, set forth or determined in the manner provided in a General Partner
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

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

      2.    any limit upon the aggregate principal amount of the Securities of
            the series which may be authenticated and delivered under this
            Indenture (except for Securities authenticated and delivered upon
            registration of transfer of, or in exchange for, or in lieu of,
            other Securities of the series pursuant to Section 304, 305, 306,
            906 or 1107);

      3.    the date or dates (or manner of determining the same) on which the
            principal of the Securities of the series is payable;

      4.    the rate or rates (or the manner of calculation thereof) at which
            the Securities of the series shall bear interest (if any), the date
            or dates from which such interest shall accrue; the Interest Payment
            Dates on which such interest shall be payable (or manner of
            determining the same) and the Regular Record Date for the interest
            payable on any Securities on an Interest Payment Date;

      5.    the place or places where the principal of (and premium, if any) and
            interest on Securities of the series shall be payable, any
            Securities of that series may be surrendered for registration of
            transfer, and where any Securities of that series may be surrendered
            for exchange;

                                       19
<PAGE>

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

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

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

      9.    if the amount of payments of principal of (and premium, if any), or
            interest on the Securities of the series may be determined with
            reference to an index, the manner in which such amounts shall be
            determined;

      10.   if other than the principal amount thereof, the portion of the
            principal amount of Securities of the series which shall be payable
            upon declaration of acceleration of the Maturity thereof pursuant to
            Section 502;

      11.   if the Securities of the series may be issued in whole or in part in
            the form of a global Security or Securities and, in such case, the
            Depositary for such global Security or Securities;

      12.   whether the Securities of the series will be subordinate to any
            other series of Security or other debt of the Company and the terms
            of such subordination;

      13.   if other than the law of the State of Delaware, the law which will
            govern the terms of the Securities; and

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

      All Securities of any particular series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such General Partner Resolution and set forth in such General Partner
Certificate or in any such indenture supplemental hereto.

      At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Securities Register.

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

                                       20
<PAGE>

SECTION 302 DENOMINATIONS.

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

SECTION 303 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

      The Securities shall be executed on behalf of the Company by the General
Partner. Such signature may be manual or facsimile.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed on behalf
of the Company to the Authenticating Agent, together with a Company Order for
the authentication and delivery of such Securities, and the Authenticating Agent
in accordance with the Company Order and subject to the provisions hereof shall
authenticate and deliver such Securities. If any Security shall be represented
by a global Security, then, for purposes of this Section and Section 304, the
notation of the record owner's interest therein upon original issuance of such
Security shall be deemed to be delivery in connection with the original issuance
of each beneficial owner's interest in such global Security. If all the
securities of any one series are not to be originally issued at one time and if
a General Partner Resolution relating to such Securities shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the
issuance and authentication of such Securities. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
General Partner Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating:

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

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

            (c) that all conditions precedent to the authentication and delivery
      of such Securities have been met and that such Securities, when
      authenticated and delivered by the Authenticating Agent and issued by the
      Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting the enforcement of creditors'
      rights and to general equity principles.

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

                                       21
<PAGE>

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Authenticating Agent by manual or facsimile signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

      If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in the form of one or more global Securities, then
the Company shall execute and the Authenticating Agent shall, in accordance with
this Section and the Company Order with respect to such series, authenticate and
deliver one or more global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet cancelled, (ii) shall be registered
in the name of the Depositary for such global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Authenticating Agent
to such Depositary or pursuant to such Depositary's instructions and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depositary to the
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."

      Each Depositary designated pursuant to Section 301 for a global Security
must, at the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Exchange Act and any other
applicable statute or regulation.

SECTION 304 TEMPORARY SECURITIES.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Authenticating Agent shall
authenticate and deliver, in the manner specified in Section 303, temporary
Securities which are printed, lithographed, typewritten, mimeographed,
photocopied or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the
Authenticating Agent shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

                                       22
<PAGE>

SECTION 305 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

      The Company shall cause to be kept at the office of the Trustee or at any
other office or agency of the Company a register (the register maintained in
such office being herein referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and for transfers of Securities.
First National Bank of Pennsylvania, a Subsidiary of the Guarantor, having its
principal place of business at One FNB Boulevard, Hermitage, Pennsylvania 16148,
is hereby appointed security registrar (referred to in herein as the "Security
Registrar"), for the purpose of registering Securities as herein provided.

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

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

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

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

      The Company may require payment of a service charge along with a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

      Neither the Company nor the Security Registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Securities of that series selected for
redemption under Section 1103 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

      Notwithstanding any other provision of this Section 305, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a global Security representing all

                                       23
<PAGE>

or a portion of the Securities of a series may not be transferred except as a
whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

      The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more global Securities
shall no longer be represented by a global Security or Securities. In such event
the Company will execute, and the Authenticating Agent, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the global
Security or Securities representing such series, in exchange for such global
Security or Securities.

      If specified by the Company pursuant to Section 301 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a global Security for such series of Securities in exchange in whole or in part
for Securities of such series in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Authenticating Agent shall authenticate and deliver,

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

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

      Upon the exchange of a global Security for Securities in definitive
registered form without coupons, in authorized denominations, such global
Security shall be canceled by the Trustee. Securities in definitive registered
form without coupons issued in exchange for a global Security pursuant to this
Section 305 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. The Trustee shall deliver such Securities to or as
directed by the Persons in whose names such Securities are so registered.

SECTION 306 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

      If any mutilated Security is surrendered to the Trustee 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 agent of either of them harmless,
then the Company shall execute and, upon its request, the Authenticating Agent
shall authenticate and deliver in exchange therefor a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as

                                       24
<PAGE>

may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Authenticating Agent shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

      Upon the issuance of any new Security under this Section 306, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series issued pursuant to this Section 306 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

      The provisions of this Section 306 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

      Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest payment.

      Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

      1.    The Company may elect to make payment of any Defaulted Interest to
            the Persons in whose names the Securities of such series (or their
            respective Predecessor Securities) are registered at the close of
            business on a Special Record Date for the payment of such Defaulted
            Interest which shall be fixed in the following manner. The Company
            shall notify the Trustee in writing of the amount of Defaulted
            Interest proposed to be paid on each Security of such series and the
            date of the proposed payment, and at the same time the Company shall
            deposit with the Trustee an amount of money equal to the aggregate
            amount proposed to be paid in respect of such Defaulted Interest or
            shall make arrangements satisfactory to the Trustee for such deposit
            prior to the date of the proposed

                                       25
<PAGE>

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

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

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

SECTION 308 PERSONS DEEMED OWNERS.

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

      None of the Company, the Guarantor, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to any 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 309 CANCELLATION.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the

                                       26
<PAGE>

Trustee, be delivered to the Trustee and shall be promptly canceled by it. The
Company or the Guarantor may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company or the Guarantor may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of as directed by a
Company Order.

SECTION 310 COMPUTATION OF INTEREST.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401 SATISFACTION AND DISCHARGE OF SECURITIES OF ANY SERIES.

      (a) The Company shall be deemed to have satisfied and discharged the
entire indebtedness on all the Securities of any particular series and, so long
as no Event of Default shall be continuing, the Trustee for the Securities of
such series, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of such
indebtedness, when

      1. either

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

            (ii) all Outstanding Securities of such series not described in
      Subclause (A) of this Subsection (a)(1) and not theretofore delivered to
      the Trustee for cancellation (i) have become due and payable, or (ii) will
      become due and payable at their Stated Maturity within one year, or (iii)
      are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption by the
      Trustee in the name, and at the expense, of the Company; and the Company,
      in the case of (i), (ii) or (iii) above, has deposited or caused to be
      deposited with the Trustee as trust funds in trust an amount sufficient to
      pay and discharge the entire indebtedness on such Outstanding Securities
      not theretofore delivered to the Trustee for cancellation;

      2. the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Securities of such
series; and

                                       27
<PAGE>

      3. the Company has delivered to the Trustee a General Partner Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness of all Securities of such series have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations to
any Authenticating Agent under Section 614 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003, shall survive.

SECTION 402 APPLICATION OF TRUST MONEY.

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

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501 EVENTS OF DEFAULT.

      "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

      1.    default in the payment of any interest upon any Security of that
            series when it becomes due and payable, and continuance of such
            default for a period of 30 days; or

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

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

      4.    default in the performance, or breach, of any covenant or warranty
            of the Company in this Indenture (other than a covenant or warranty
            a default in the performance of which or the breach of which is
            elsewhere in this Section specifically dealt with or which has
            expressly been included in this Indenture solely for the benefit of
            series of Securities other than that series), and continuance of
            such default or breach for a period of 60 days after there has been
            given, by registered or certified mail, to the Company and the
            Guarantor by the

                                       28
<PAGE>

            Trustee or to the Company, the Guarantor and the Trustee by the
            Holders of at least 25% in principal amount of the Outstanding
            Securities of that series, a written notice specifying such default
            or breach and requiring it to be remedied and stating that such
            notice is a "Notice of Default" hereunder; or

      5.    a default under any bond, debenture, note or other evidence of
            indebtedness for money borrowed by the Company, the Guarantor or any
            Subsidiary (including a default with respect to Securities of any
            series other than that series) or under any mortgage indenture or
            instrument under which there may be issued or by which there may be
            secured or evidenced any indebtedness for money borrowed by the
            Company, the Guarantor or any Subsidiary (including this Indenture),
            whether such indebtedness now exists or shall hereafter be created,
            which default shall constitute a failure to pay any portion of the
            principal (in an aggregate principal amount exceeding $1,000,000) of
            such indebtedness where due and payable after the expiration of any
            applicable grace period with respect thereto or shall have resulted
            in such indebtedness in an aggregate principal amount exceeding
            $1,000,000 becoming or being declared due and payable prior to the
            date on which it would otherwise have become due and payable,
            without such indebtedness having been discharged, or such
            acceleration having been rescinded or annulled, or there having been
            deposited in trust a sum of money sufficient to discharge in full
            such indebtedness, within a period of 30 days after there shall have
            been given, by registered or certified mail, to the Company and the
            Guarantor by the Trustee or to the Company, the Guarantor and the
            Trustee by the Holders of at least 25% in principal amount of the
            Outstanding Securities of that series, a written notice specifying
            such default and requiring the Company or the Guarantor to cause
            such indebtedness to be discharged or cause such acceleration to be
            rescinded or annulled and stating that such notice is a "Notice of
            Default" hereunder; provided, however, that, subject to the
            provisions of Section 601 and 602, the Trustee shall not be deemed
            to have knowledge of such default unless either (A) a Responsible
            Officer of the Trustee for this Indenture shall have actual
            knowledge of such default or (B) the Trustee shall have received
            written notice thereof from the Company or the Guarantor, from any
            Holder, from the holder of any such indebtedness or from the trustee
            under any such mortgage, indenture or other instrument; or

      6.    the entry by a court having jurisdiction in the premises of (A) a
            decree or order for relief in respect of the Company, the Guarantor
            or a Principal Member Bank in an involuntary case or proceeding
            under any applicable Federal or State bankruptcy, insolvency,
            reorganization or other similar law or (B) a decree or order
            adjudging the Company, the Guarantor or a Principal Member Bank a
            bankrupt or insolvent, or approving as properly filed a petition
            seeking reorganization, arrangement, adjustment or composition of or
            in respect of the Company, the Guarantor or a Principal Member Bank
            under any applicable Federal or State law, or appointing a
            custodian, receiver, liquidator, assignee, trustee, sequestrator or
            other similar official of the Company, the Guarantor or a Principal
            Member Bank or of any substantial part of the property of either the
            Company, the Guarantor or a Principal Member Bank, or ordering the
            winding up or liquidation of the affairs of either the Company, the
            Guarantor or a Principal Member Bank, and the

                                       29
<PAGE>

            continuance of any such decree or order for relief or any such other
            decree or order unstayed and in effect for a period of 60
            consecutive days; or

      7.    the commencement by either the Company, the Guarantor or a Principal
            Member Bank of a voluntary case or proceeding under any applicable
            Federal or State bankruptcy, insolvency, reorganization or other
            similar law or of any other case or proceeding to be adjudicated a
            bankrupt or insolvent, or the consent by either the Company, the
            Guarantor or a Principal Member Bank to the entry of a decree or
            order for relief in respect of either the Company, the Guarantor or
            a Principal Member Bank, as the case may be, in an involuntary case
            or proceeding under any applicable Federal or State bankruptcy,
            insolvency, reorganization or other similar law or to the
            commencement against either the Company, the Guarantor or a
            Principal Member Bank of any bankruptcy or insolvency case or
            proceeding, or the filing by either the Company, the Guarantor or a
            Principal Member Bank of a petition or answer or consent seeking
            reorganization or relief under any applicable Federal or State law,
            or the consent by either the Company, the Guarantor or a Principal
            Member Bank to the filing of such petition or to the appointment of
            or taking possession by a custodian, receiver, liquidator, assignee,
            trustee, sequestrator or similar official of either the Company, the
            Guarantor or a Principal Member Bank or of any substantial part of
            the property of either the Company, the Guarantor or a Principal
            Member Bank, or the making by either the Company, the Guarantor or a
            Principal Member Bank of an assignment for the benefit of creditors,
            or the admission by either the Company, the Guarantor or a Principal
            Member Bank in writing of its inability to pay its debts generally
            as they become due, or the taking of corporate action by either the
            Company, the Guarantor or a Principal Member Bank in furtherance of
            any such action; or

      8.    any other Event of Default provided in the Security or the General
            Partner Resolution with respect to Securities of that series.

SECTION 502       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

      If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable without presentment, demand,
protest or notice of any kind, all of which are expressly waived.

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

      1.    the Company has paid or deposited with the Trustee a sum sufficient
            to pay:

                                       30
<PAGE>

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

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

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

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

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

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

SECTION 503 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

      The Company covenants that if:

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

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

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

      If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company, the Guarantor or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company, the Guarantor or any other obligor upon
such Securities, wherever situated.

                                       31
<PAGE>

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

SECTION 504 TRUSTEE MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, the Guarantor or any other obligor
upon the Securities or the property of the Company, the Guarantor or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal (or lesser amount in the case of Original Issue Discount Securities)
of the Securities 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 on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

      1.    to file and prove a claim for the whole amount of principal (or
            lesser amount in the case of Original Issue Discount Securities)
            (and premium, if any) and interest, if any, owing and unpaid in
            respect of the Securities and to file such other papers or documents
            as may be necessary or advisable in order to have the claims of the
            Trustee (including any claim for the reasonable compensation,
            expenses, disbursements and advances of the Trustee, its agents and
            counsel) and of the Holders allowed in such judicial proceeding, and

      2.    to collect and receive any moneys or other property payable or
            deliverable on any such claims and to distribute the same; and any
            custodian, receiver, assignee, trustee, liquidator, sequestrator or
            other similar official in any such judicial proceeding is hereby
            authorized by each Holder to make such payments to the Trustee and,
            in the event that the Trustee shall consent to the making of such
            payments directly to the Holders, to pay to the Trustee any amount
            due to it for the reasonable compensation, expenses, disbursements
            and advances of the Trustee, its agents and counsel, and any other
            amounts due the Trustee under Section 607.

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

SECTION 505 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

                                       32
<PAGE>

and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506 APPLICATION OF MONEY COLLECTED.

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

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

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

      THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 507 LIMITATION ON SUITS.

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

      1.    an Event of Default with respect to that series shall have occurred
            and be continuing and such Holder shall have previously given
            written notice to the Trustee of such default and the continuance
            thereof;

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

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

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

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

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

                                       33
<PAGE>

preference over any other of such Holders, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

SECTION 508 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL (AND PREMIUM, IF
            ANY) AND INTEREST, IF ANY.

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

SECTION 509 RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510 RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511 DELAY OR OMISSION NOT WAIVER.

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

SECTION 512 CONTROL BY HOLDERS.

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

                                       34
<PAGE>

      1.    such direction shall not be in conflict with any rule of law or with
            this Indenture;

      2.    such Holders have offered to the Trustee reasonable indemnity
            against the cost, expenses and liabilities, including attorneys'
            fees and expenses, to be incurred in following that direction; and

      3.    the Trustee may take any other action deemed proper by the Trustee
            which is not inconsistent with such direction.

SECTION 513 WAIVER OF PAST DEFAULTS.

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

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

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

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 514 UNDERTAKING FOR COSTS.

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

                                       35
<PAGE>

                                  ARTICLE SIX

                                   THE TRUSTEE

SECTION 601 CERTAIN DUTIES AND RESPONSIBILITIES.

      (a) Except during the continuance of an Event of Default, with respect to
Securities of any series:

            1. the Trustee undertakes to perform, with respect to Securities of
      such series, such duties as are specifically set forth in this Indenture,
      and no implied covenants or obligations shall be read into this Indenture
      against the Trustee; and

            2. in the absence of bad faith on its part, the Trustee may, with
      respect to Securities of such series, conclusively rely, as to the truth
      of the statements and correctness of the opinions expressed therein, upon
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but in the case of any such certificates
      or opinions which by any 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 they conform to the requirements of this
      Indenture.

      (b) In case an Event of Default with respect to Securities of any series
has occurred and is continuing, the Trustee shall exercise, with respect to
Securities of 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.

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

            (i) this Subsection shall not be construed to limit the effect of
      Subsection (a) of this Section;

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

            (iii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series, determined as provided in Section
      512, relating to the time, method and place of conducting any proceeding
      for any remedy available to the Trustee, or exercising any trust or power
      conferred upon the Trustee, under this Indenture with respect to the
      Securities of such series; and

            (iv) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have

                                       36
<PAGE>

      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to it.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602 NOTICE OF DEFAULTS.

      Within 90 days after the Trustee's knowledge of the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, in the
manner set forth in Section 106, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, however, that in the case of any default of the character
specified in Section 501(4) with respect to the Securities of such series, no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series. In these
circumstances, the Security Registrar shall provide to the Trustee immediately
upon request the names and mailing addresses of all holders of Securities for
purposes of providing the notice required hereinabove.

SECTION 603 CERTAIN RIGHTS OF TRUSTEE.

      Subject to the provisions of Section 601:

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

      2.    any request or direction of the Company mentioned herein shall be
            sufficiently evidenced by a Company Request or Company Order and any
            resolution of the General Partner may be sufficiently evidenced by a
            General Partner Resolution;

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

      4.    as a condition to the taking, suffering or omission of any act
            contemplated hereunder, the Trustee may, but is not required to,
            consult with counsel and the written advice of such counsel or any
            Opinion of Counsel shall be full and

                                       37
<PAGE>

            complete authorization and protection in respect of any action
            taken, suffered or omitted by it hereunder in good faith and in
            reliance thereon;

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

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

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

SECTION 604 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 605 MAY HOLD SECURITIES.

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

SECTION 606 MONEY HELD IN TRUST.

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

                                       38
<PAGE>

SECTION 607 COMPENSATION AND REIMBURSEMENT.

      The Company agrees:

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

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

      3.    to indemnify and hold harmless, to the fullest extent permitted by
            law, the Trustee, its directors, officers, employees and agents from
            and against any and all amounts, losses, liabilities, claims,
            damages, expenses, obligations, penalties, actions, judgments,
            suits, costs or disbursements of any kind or nature (including,
            without limitation, the reasonable fees and disbursements of counsel
            for the Trustee in connection with any investigative, administrative
            or judicial proceeding commenced or threatened, whether or not the
            Trustee shall be designated a party thereto) that may at any time be
            imposed on, incurred by or asserted against the Trustee as a result
            of, or arising out of, or in any way related to or by reason of,
            this Indenture or any other transactions that may be directly or
            indirectly related thereto, provided, that the Company shall not be
            liable for any portion of such amounts, losses, liabilities, claims,
            damages, expenses, obligations, penalties, actions, judgments,
            suits, costs or disbursements resulting solely from the negligent
            actions or willful misconduct of the Trustee as finally determined
            by a court of competent jurisdiction. Payments under this paragraph
            three of Section 607 shall be due and payable on demand in writing,
            and to the extent that the Company fails to pay any such amount
            within 30 days after such demand, such amount shall bear interest
            for each day from such date until paid at such interest rate per
            annum as shall equal the highest interest rate per annum then borne
            by any of the Securities.

      As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except for funds
held in trust for the benefit of the Holders of Securities.

SECTION 608 DISQUALIFICATION; CONFLICTING INTERESTS.

      (a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section 608, with respect to the Securities of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities of that series in the manner and with the effect hereinafter
specified in this Article.

                                       39
<PAGE>

      (b) In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section 608 with respect to the Securities of any
series, the Trustee shall, within 10 days after the expiration of such 90-day
period, transmit by mail to all Holders of Securities, as their names and
addresses appear in the Security Register provided to the Trustee by the
Security Registrar, notice of such failure.

      (c) For the purposes of this Section, the Trustee shall be deemed to have
a conflicting interest with respect to the Securities of any series, if:

            (i) the Trustee is trustee under this Indenture with respect to the
      Outstanding Securities of any series other than that series or is trustee
      under another indenture under which any other securities, or certificates
      of interest or participation in any other securities, of the Company or
      the Guarantor are outstanding, unless such other indenture is a collateral
      trust indenture under which the only collateral consists of Securities
      issued under this Indenture, provided, however, that there shall be
      excluded from the operation of this paragraph (x) this Indenture with
      respect to the Securities of any series other than that series (y) or any
      indenture or indentures under which other securities, or certificates of
      interest or participation in other securities, of the Company or the
      Guarantor are outstanding, if

                  (A) this Indenture and such other indenture or indentures are
            wholly unsecured and such other indenture or indentures are
            hereafter qualified under the Trust Indenture Act, unless the
            Commission shall have found and declared by order pursuant to
            Section 305(b) or Section 307(c) of the Trust Indenture Act, that
            differences exist between the provisions of this Indenture with
            respect to Securities of that series and one or more other series or
            the provisions of such other indenture or indentures which are so
            likely to involve a material conflict of interest as to make it
            necessary in the public interest or for the protection of investors
            to disqualify the Trustee from acting as such under this Indenture
            with respect to the Securities of that series and such other series
            or under such other indenture or indentures;

                  (B) the Company or the Guarantor shall have sustained the
            burden of proving, on application to the Commission and after
            opportunity for hearing thereon, that trusteeship under this
            Indenture with respect to the Securities of that series and such
            other series or such other indenture or indentures is not so likely
            to involve a material conflict of interest as to make it necessary
            in the public interest or for the protection of investors to
            disqualify the Trustee from acting as such under this Indenture with
            respect to the Securities of that series and such other series or
            under such other indenture or indentures;

            (ii) the Trustee or any of its directors or executive officers is an
      obligor upon the Securities or an underwriter for the Company or the
      Guarantor;

            (iii) the Trustee directly or indirectly controls or is directly or
      indirectly controlled by or is under direct or indirect common control
      with the Company or the Guarantor or an underwriter for the Company or the
      Guarantor;

                                       40
<PAGE>

            (iv) the Trustee or any of its directors or executive officers is a
      director, officer, partner, employee, appointee or representative of the
      Company or the Guarantor, or of an underwriter (other than the Trustee
      itself) for the Company or the Guarantor who is currently engaged in the
      business of underwriting, except that (i) one individual may be a director
      or an executive officer, or both, of the Trustee and a director or an
      executive officer, or both, of the Company or the Guarantor but may not be
      at the same time an executive officer of both the Trustee and the Company
      or the Guarantor; (ii) if and so long as the number of directors of the
      Trustee in office is more than nine, one additional individual may be a
      director or an executive officer, or both, of the Trustee and a director
      of the General Partner; and (iii) the Trustee may be designated by the
      Company or the Guarantor or by any underwriter for the Company or the
      Guarantor to act in the capacity of transfer agent, registrar, custodian,
      paying agent, fiscal agent, escrow agent or depositary, or in any other
      similar capacity, or, subject to the provisions of paragraph (i) of this
      Subsection, to act as trustee, whether under an indenture or otherwise;

            (v) 10% or more of the voting securities of the Trustee is
      beneficially owned either by the Company, the Guarantor or by any
      director, partner or executive officer thereof, or 20% or more of such
      voting securities is beneficially owned, collectively, by any two or more
      of such persons; or 10% or more of the voting securities of the Trustee is
      beneficially owned either by an underwriter for the Company or the
      Guarantor or by any director, partner or executive officer thereof, or is
      beneficially owned, collectively, by any two or more such persons;

            (vi) the Trustee is the beneficial owner of, or holds as collateral
      security for an obligation which is in default (as hereinafter in this
      Subsection defined), (i) 5% or more of the voting securities, or 10% or
      more of any other class of security, of the Company or the Guarantor, not
      including the securities of any series for which the Trustee is acting as
      such issued under this Indenture and securities issued under any other
      indenture under which the Trustee is also trustee, or (ii) 10% or more of
      any class of security of an underwriter for the Company or the Guarantor;

            (vii) the Trustee is the beneficial owner of, or holds as collateral
      security for an obligation which is in default (as hereinafter in this
      Subsection defined), 5% or more of the voting securities of any person
      who, to the knowledge of the Trustee, owns 10% or more of the voting
      securities of, or controls directly or indirectly or is under direct or
      indirect common control with, the Company or the Guarantor;

            (viii) the Trustee is the beneficial owner of, or holds as
      collateral security for an obligation which is in default (as hereinafter
      in this Subsection defined), 10% or more of any class of security for any
      person who, to the knowledge of the Trustee, owns 50% or more of the
      voting securities of the Company or the Guarantor; or

            (ix) the Trustee owns, on May 15 in any calendar year, in the
      capacity of executor, administrator, testamentary or inter vivos trustee,
      guardian, committee or conservator, or in any other similar capacity, an
      aggregate of 25% or more of the voting securities, or of any class of
      security, of any person, the beneficial ownership of a specified
      percentage of which would have constituted a conflicting interest under
      paragraph (vi), (vii) or (viii) of this Subsection. As to any such
      securities of which the

                                       41
<PAGE>

      Trustee acquired ownership through becoming executor, administrator or
      testamentary trustee of an estate which included them, the provisions of
      the preceding sentence shall not apply, for a period of two years from the
      date of such acquisition, to the extent that such securities included in
      such estate do not exceed 25% of such voting securities or 25% of any such
      class of security. Promptly after May 15 in each calendar year, the
      Trustee shall make a check of its holdings of such securities in any of
      the above-mentioned capacities as of such May 15. If the Company or the
      Guarantor fails to make payment in full of the principal of (or premium,
      if any) or interest on any of the Securities when and as the same becomes
      due and payable, and such failure continues for 30 days thereafter, the
      Trustee shall make a prompt check of its holdings of such securities in
      any of the above-mentioned capacities as of the date of the expiration of
      such 30-day period, and after such date, notwithstanding the foregoing
      provisions of this paragraph, all such securities so held by the Trustee,
      with sole or joint control over such securities vested in it, shall, but
      only so long as such failure shall continue, be considered as though
      beneficially owned by the Trustee for the purposes of paragraphs (vi),
      (vii) and (viii) of this Subsection.

      The specification of percentages in paragraphs (v) to (ix), inclusive, of
this Subsection shall not be construed as indicating that the ownership of such
percentages of the securities of a Person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of paragraph (iii) or
(vii) of this Subsection.

      For purposes of paragraphs (vi), (vii), (viii) and (ix) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
Clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

      (d) For the purposes of this Section:

            (i) The term "underwriter," when used with reference to the Company
      or the Parent Guardian, means every person who, within three years prior
      to the time as of which the determination is made, has purchased from the
      Company or the Guarantor with a view to, or has offered or sold for the
      Company or the Guarantor in connection with, the distribution of any
      security of the Company or the Guarantor outstanding at such time, or has
      participated or has had a direct or indirect participation in any such
      undertaking, or has participated or has had a participation in the direct
      or indirect underwriting of any such undertaking, but such term shall not
      include a person whose interest was limited to a commission from an
      underwriter or dealer not in excess of the usual and customary
      distributors' or sellers' commission.

                                       42
<PAGE>

            (ii) The term "director" means any director of a corporation or any
      individual performing similar functions with respect to any organization,
      whether incorporated or unincorporated.

            (iii) The term "person" means an individual, a corporation, a
      partnership, an association, a joint-stock company, a trust, an
      unincorporated organization or a government or political subdivision
      thereof. As used in this paragraph, the term "trust" shall include only a
      trust where the interest or interests of the beneficiary or beneficiaries
      are evidenced by a security.

            (iv) The term "voting security" means any security presently
      entitling the owner or holder thereof to vote in the direction or
      management of the affairs of a person, or any security issued under or
      pursuant to any trust, agreement or arrangement whereby a trustee or
      trustees or agent or agents for the owner or holder of such security are
      presently entitled to vote in the direction or management of the affairs
      of a person.

            (v) The term "Company" means any obligor upon the Securities.

            (vi) The term "executive officer" means the president, every vice
      president, every trust officer, the cashier, the secretary and the
      treasurer of a corporation, and any individual customarily performing
      similar functions with respect to any organization whether incorporated or
      unincorporated, but shall not include the chairman of the board of
      directors.

      (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

            (i) A specified percentage of the voting securities of the Trustee,
      the Company, the Guarantor or any other person referred to in this Section
      (each of whom is referred to as a "person" in this paragraph) means such
      amount of the outstanding voting securities of such person as entitles the
      holder or holders thereof to cast such specified percentage of the
      aggregate votes which the holders of all the outstanding voting securities
      of such person are entitled to cast in the direction or management of the
      affairs of such person.

            (ii) A specified percentage of a class of securities of a person
      means such percentage of the aggregate amount of securities of the class
      outstanding.

            (iii) The term "amount," when used in regard to securities, means
      the principal amount if relating to evidences of indebtedness, the number
      of shares if relating to capital shares and the number of units if
      relating to any other kind of security.

            (iv) The term "outstanding" means issued and not held by or for the
      account of the issuer. The following securities shall not be deemed
      outstanding within the meaning of this definition:

                  (A) securities of an issuer held in a sinking fund relating to
            securities of the issuer of the same class;

                                       43
<PAGE>

                  (B) securities of an issuer held in a sinking fund relating to
            another class of securities of the issuer, if the obligation
            evidenced by such other class of securities is not in default as to
            principal or interest or otherwise;

                  (C) securities pledged by the issuer thereof as security for
            an obligation of the issuer not in default as to principal or
            interest or otherwise; and

                  (D) securities held in escrow if placed in escrow by the
            issuer thereof;

provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.

            (v) A security shall be deemed to be of the same class as another
      security if both securities confer upon the holder or holders thereof
      substantially the same rights and privileges; provided, however, that, in
      the case of secured evidences of indebtedness, all of which are issued
      under a single indenture, differences in the interest rates or maturity
      dates of various series thereof shall not be deemed sufficient to
      constitute such series different classes and provided, further, that, in
      the case of unsecured evidences of indebtedness, differences in the
      interest rates or maturity dates thereof shall not be deemed sufficient to
      constitute them securities of different classes, whether or not they are
      issued under a single indenture.

SECTION 609 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

      There shall at all times be a Trustee hereunder for the Securities of each
series which shall be a corporation or association organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by Federal or State authority and having a
Corporate Trust Office in Pennsylvania, if there be such a corporation or
association in Pennsylvania, qualified and eligible under this Article and
willing to act on reasonable terms. If such corporation or association publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

SECTION 610 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

      (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30

                                       44
<PAGE>

days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

      (d) If at any time:

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

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

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

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

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

                                       45
<PAGE>

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

SECTION 611 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and the Guarantor, and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien, if any, provided for in Section 607.

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental indenture,
all property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series as to which the appointment of such
successor Trustee relates, subject nevertheless to the lien, if any, provided
for in Section 607.

                                       46
<PAGE>

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

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

SECTION 612 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 613 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY AND GUARANTOR.

      (a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company or the Guarantor within four months prior to a default, as defined in
Subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:

                  (A) an amount equal to any and all reductions in the amount
            due and owing upon any claim as such creditor in respect of
            principal or interest, effected after the beginning of such four
            months' period and valid as against the Company or the Guarantor and
            their other creditors, except any such reduction resulting from the
            receipt or disposition of any property described in paragraph (2) of
            this Subsection, or from the exercise of any right of set-off which
            the Trustee could have exercised if a petition in bankruptcy had
            been filed by or against the Company or the Guarantor upon the date
            of such default; and

                  (B) property received by the Trustee in respect of any claim
            as such creditor, either as security therefor, or in satisfaction or
            composition thereof, or otherwise, after the beginning of such four
            months' period, or an amount equal to the proceeds of any such
            property, if disposed of, subject, however, to the rights, if any,
            of the Company or the Guarantor and their other creditors in such
            property or such proceeds.

                                       47
<PAGE>

Nothing herein contained, however, shall affect the right of the Trustee:

                        (1) to retain for its own account (i) payments made on
                  account of any such claim by any Person (other than the
                  Company or the Guarantor) who is liable thereon, and (ii) the
                  proceeds of the bona fide sale of any such claim by the
                  Trustee to a third person, and (iii) distributions made in
                  cash, securities or other property in respect of claims filed
                  against the Company or the Guarantor in bankruptcy or
                  receivership or in proceedings for reorganization pursuant to
                  Federal bankruptcy law, as now or hereafter constituted, or
                  any other applicable Federal or State law;

                        (2) to realize, for its own account, upon any property
                  held by it as security for any such claim, if such property
                  was so held prior to the beginning of such four months'
                  period;

                        (3) to realize, for its own account, but only to the
                  extent of the claim hereinafter mentioned, upon any property
                  held by it as security for any such claim, if such claim was
                  created after the beginning of such four months' period and
                  such property was received as security therefor simultaneously
                  with the creation thereof, and if the Trustee shall sustain
                  the burden of proving that at the time such property was so
                  received the Trustee had no reasonable cause to believe that a
                  default, as defined in Subsection (c) of this Section, would
                  occur within four months; or

                        (4) to receive payment on any claim referred to in
                  paragraph (B) or (C), against the release of any property held
                  as security for such claim as provided in paragraph (B) or
                  (C), as the case may be, to the extent of the fair value of
                  such property.

      For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four months' period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

      If the Trustee shall be required to account, the funds and property held
in such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company or the Guarantor in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Federal Bankruptcy law, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law, the same percentage of
their respective claims figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company or the Guarantor of
the funds and property in such special account and before crediting to the
respective claims of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company or the
Guarantor in bankruptcy or receivership or in proceedings for reorganization

                                       48
<PAGE>

pursuant to Federal Bankruptcy law, as now or hereafter constituted, or any
other applicable Federal or State bankruptcy, insolvency or similar law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and from
the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to Federal Bankruptcy law, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law, whether such distribution is made in cash, securities
or other property, but shall not include any such distribution with respect to
the secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee and the Holders and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

      Any Trustee which has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be
subject to the provisions of this Subsection if, and only if, the following
conditions exist:

            (i) the receipt of property or reduction of claim, which would have
      given rise to the obligation to account, if such Trustee had continued as
      Trustee, occurred after the beginning of such four months' period; and

            (ii) such receipt of property or reduction of claim occurred within
      four months after such resignation or removal.

      (b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from:

                  (A) the ownership or acquisition of securities issued under
            any indenture, or any security or securities having a maturity of
            one year or more at the time of acquisition by the Trustee;

                  (B) advances authorized by a receivership or bankruptcy court
            of competent jurisdiction or by this Indenture, for the purpose of
            preserving any property which shall at any time be subject to the
            lien of this Indenture or of discharging tax liens or other prior
            liens or encumbrances thereon, if notice of such advances and of the
            circumstances surrounding the making thereof is given to the Holders
            at the time and in the manner provided in this Indenture;

                                       49
<PAGE>

                  (C) disbursements made in the ordinary course of business in
            the capacity of trustee under an indenture, transfer agent,
            registrar, custodian, paying agent, fiscal agent or depositary, or
            other similar capacity;

                  (D) an indebtedness created as a result of services rendered
            or premises rented; or an indebtedness created as a result of goods
            or securities sold in a cash transaction, as defined in Subsection
            (c) of this Section;

                  (E) the ownership of stock or of other securities of a
            corporation organized under the provision of Section 25(a) of the
            Federal Reserve Act, as amended, which is directly or indirectly a
            creditor of the Company or the Guarantor; and

                  (F) the acquisition, ownership, acceptance or negotiation of
            any drafts, bills of exchange, acceptances or obligations which fall
            within the classification of self-liquidating paper, as defined in
            Subsection (c) of this Section.

      (c)   For the purposes of this Section only:

                  (A) the term "default" means any failure to make payment in
            full of the principal of or interest on any of the Securities or
            upon the other indenture securities when and as such principal or
            interest becomes due and payable;

                  (B) the term "other indenture securities" means securities
            upon which the Company is an obligor outstanding under any other
            indenture (i) under which the Trustee is also trustee, (ii) which
            contains provisions substantially similar to the provisions of this
            Section, and (iii) under which a default exists at the time of the
            apportionment of the funds and property held in such special
            account;

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

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

                  (E) the term "Company" means any obligor upon the Securities.

                                       50
<PAGE>

SECTION 614 APPOINTMENT OF AUTHENTICATING AGENT.

      At any time when any of the Securities remain Outstanding, the Company may
appoint an Authenticating Agent or Agents upon written notice to and the consent
of the Trustee, with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or upon exchange, registration of transfer or
partial redemption thereof and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and the Trustee and shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

      An Authenticating Agent for any series of Securities may resign at any
time by giving written notice thereof to the Trustee for such series and to the
Company. The Trustee for any series of Securities may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company in the manner set forth in Section 105.
Upon receiving such notice of resignation or upon such termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee for such series of Securities
may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve in the manner set forth in Section 106. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

      The Company agrees to pay to the Authenticating Agent for each such series
of Securities from time to time reasonable compensation for its services under
this Section.

      The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

                                       51
<PAGE>

      Pursuant to each appointment made under this Section, the Securities of
each series covered by such appointment may have endorsed thereon, in addition
to the certificate of authentication, an alternative certificate of
authentication in the following form:

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

                                   _____________________________________________
                                                  as Authenticating Agent

                                   By  _________________________________________
                                                       Authorized Officer"

                                 ARTICLE SEVEN

               LISTS OF HOLDERS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

      (a) semiannually, on or before January 15 and July 15 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of the previous December 31 and June 30,
respectively, and if requested in writing 30 days prior to January 15 and July
15, a list of principal and interest payments made to Holders for the previous
six month period; 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 (or earlier if
required by the Trustee to comply with the Trustee's notice obligations
hereunder), a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished;

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

SECTION 702 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

      (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form

                                       52
<PAGE>

of proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five business days after the receipt of such
application, at its election, either:

            (i) afford such applicants access to the information preserved at
      the time by Trustee in accordance with Section 702(a);

            (ii) inform such applicant as to the approximate number of Holders
      whose names and addresses appear in the information preserved at the time
      by the Trustee in accordance with Section 702(a), and as to the
      approximate cost of mailing to such Holders the form of proxy or other
      communication, if any, specified in such application; or

            (iii) request the Security Registrar to provide such information.

      If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by Trustee in accordance with Section 702(a), a copy of the form of
proxy or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise, the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

SECTION 703 REPORTS BY TRUSTEE.

      (a) Within 60 days after May 15 of each year commencing with the year
following the first issuance of Securities, the Trustee shall transmit by mail
to all Holders, in the manner set forth in Section 106, a brief report dated as
of such May 15 with respect to:

                  (A) its eligibility under Section 609 and its qualifications
            under Section 608, or in lieu thereof, if to the best of its
            knowledge it has continued to be eligible and qualified under said
            Sections, a written statement to such effect;

                                       53
<PAGE>

                  (B) the character and amount of any advances (and if the
            Trustee elects so to state, the circumstances surrounding the making
            thereof) made by the Trustee (as such) which remain unpaid on the
            date of such report, and for the reimbursement of which it claims or
            may claim a lien or charge, prior to that of the Securities, on any
            property or funds held or collected by it as Trustee, except that
            the Trustee shall not be required (but may elect) to report such
            advances if such advances so remaining unpaid aggregate not more
            than 1/2 of 1% of the principal amount of the Securities Outstanding
            on the date of such report;

                  (C) the amount, interest rate and maturity date of all other
            indebtedness owing by the Company or the Guarantor (or by any other
            obligor on the Securities) to the Trustee in its individual
            capacity, on the date of such report, with a brief description of
            any property held as collateral security therefor, except an
            indebtedness based upon a creditor relationship arising in any
            manner described in Section 613(b)(2), (3), (4) or (6);

                  (D) the property and funds, if any, physically in the
            possession of the Trustee as such on the date of such report;

                  (E) any additional issue of Securities which the Trustee has
            not previously reported; and

                  (F) any action taken by the Trustee in the performance of its
            duties hereunder which it has not previously reported and which in
            its opinion materially affects the Securities, except action in
            respect of a default, notice of which has been or is to be withheld
            by the Trustee in accordance with Section 602.

      (b) The Trustee shall transmit by mail to all Holders, in the manner set
forth in Section 106, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to Subsection (a) of this Section (or if no
such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the Securities Outstanding at such time, such
report to be transmitted within 90 days after such time.

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

                                       54
<PAGE>

SECTION 704 REPORTS BY COMPANY.

      The Company shall:

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

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

                  (C) transmit by mail to all Holders, in the manner set forth
            in Section 106, within 30 days after the filing thereof with the
            Trustee, such summaries of any information, documents and reports
            required to be filed by the Company pursuant to paragraphs (1) and
            (2) of this Section as may be required by rules and regulations
            prescribed from time to time by the commission.

      So long as: (i) the Guarantor is a guarantor, holds no material assets
other than cash and Capital Stock of its Subsidiaries (and performs the related
incidental activities associated with such ownership), (ii) the Guarantor
complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the
Commission (or any successor provision), and (iii) the rules and regulations of
the SEC permit the Company and the Guarantor to report on a consolidated basis,
then the reports, information and other documents required to be filed and
furnished to Holders of the Securities pursuant to this Section 704 may, at the
option of the Company, be filed by and be those of the Guarantor rather than the
Company.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801 COMPANY OR GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

      Neither the Company nor the Guarantor shall consolidate with or merge into
any other Person or sell, convey, exchange, transfer or lease its properties and
assets substantially as an

                                       55
<PAGE>

entirety to any Person, and neither the Company nor the Parent Guardian shall
permit any Person to consolidate with or merge into the Company or Guarantor or
sell, convey, exchange, transfer or lease its properties and assets
substantially as an entirety to the Company or the Guarantor, unless:

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

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

                  (C) if, as a result of any such consolidation or merger or
            such sale, conveyance, exchange, transfer or lease, properties or
            assets of the Company, the Guarantor or any Subsidiary would become
            subject to a mortgage, pledge, lien, security interest or other
            encumbrance which would not be permitted by this Indenture, the
            Company, the Guarantor or any such Subsidiary or such successor
            Person, as the case may be, shall take such steps as shall be
            necessary effectively to secure the Securities equally and ratably
            with (or prior to) all indebtedness secured thereby; and

                  (D) the Company, the Guarantor or any such Subsidiary has
            delivered to the Trustee a General Partner Certificate and an
            Opinion of Counsel, each stating that such consolidation, merger,
            sale, conveyance, exchange, transfer or lease and supplemental
            indenture comply with this Article and that all conditions precedent
            herein provided for relating to such transaction have been complied
            with.

SECTION 802 SUCCESSOR PERSON SUBSTITUTED.

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

                                       56
<PAGE>

case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

                  (C) to add any additional Events of Default; or

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

                  (E) to change or eliminate any of the provisions of this
            Indenture, provided, however, that any such change or elimination
            shall become effective only when there is no Security Outstanding of
            any series created prior to the execution of such supplemental
            indenture which is entitled to the benefit of such provision; or

                  (F) to secure the Securities; or

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

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

                                       57
<PAGE>

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

SECTION 902 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

      With the consent of the Holders of not less than 50% in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, the Guarantor, when authorized by a General Partner Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby;

                  (A) change the Stated Maturity of the principal of, or any
            installment of principal of or interest on, any Security, or reduce
            the principal amount thereof or the rate of interest thereon or any
            premium payable upon the redemption thereof, or reduce the amount of
            the principal of an Original Issue Discount Security that would be
            due and payable upon a declaration of acceleration of the Maturity
            thereof pursuant to Section 502, or change any Place of Payment
            where, or the coin or currency in which, any Security or any premium
            or the interest thereon is payable, or impair the right to institute
            suit for the enforcement of any such payment on or after the Stated
            Maturity thereof (or, in the case of redemption, on or after the
            Redemption Date), or

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

                  (C) modify any of the provisions of this Section 902, Section
            513 or Section 1009, except to increase any such percentage or to
            provide that certain other provisions of this Indenture cannot be
            modified or waived without the consent of the Holder of each
            Outstanding Security affected thereby; provided, however, that this
            Clause shall not be deemed to require the consent of any Holder with
            respect to changes in the references to "the Trustee" and
            concomitant changes in this Section 902 and Section 1009 or the
            deletion of this proviso, in accordance with the requirements of
            Section 611(b) and 901(8).

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

                                       58
<PAGE>

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

SECTION 903 EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904 EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905 CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906 REFERENCES IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001 PAYMENT OF PRINCIPAL (AND PREMIUM, IF ANY) AND INTEREST, IF ANY.

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

                                       59
<PAGE>

SECTION 1002 MAINTENANCE OF OFFICE OR AGENCY.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, an office or agency where Securities of that series
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency.

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

SECTION 1003 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

      The Company will cause each Paying Agent other than the Trustee for any
series of Securities to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

                  (A) hold all sums held by it for the payment of the principal
            of (and premium if any) or interest, if any, on Securities of that
            series in trust for the benefit of the Persons entitled thereto
            until such sums shall be paid to such Persons or otherwise disposed
            of as herein provided;

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

                                       60
<PAGE>

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

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

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

SECTION 1004 LEGAL EXISTENCE.

      Subject to Article Eight and to Section 1007, the Company and the
Guarantor will do or cause to be done all things necessary to preserve and keep
in full force and effect its current legal existence, rights (charter and
statutory) and franchises as well as the existence, rights (charter and
statutory) and franchises of each Subsidiary; provided, however, that the
Company or the Guarantor shall not be required to preserve any such right or
franchise if the Company or the Guarantor shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company or
the Guarantor and its Subsidiaries considered as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1005 MAINTENANCE OF PROPERTIES.

      The Company and the Guarantor will cause all properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company or the Guarantor may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided,

                                       61
<PAGE>

however, that nothing in this Section shall prevent the Company or the Guarantor
from discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Company or the Guarantor, desirable in
the conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

SECTION 1006 PAYMENT OF TAXES AND OTHER CLAIMS.

      The Company and the Guarantor 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, the Guarantor or
any Subsidiary or upon the income, profits or property of the Company, the
Guarantor or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company, the Guarantor or any Subsidiary; provided, however, that neither the
Company nor the Guarantor shall be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1007 LIMITATION ON DISPOSITION OF CAPITAL STOCK OF, AND MERGER AND SALE
             OF ASSETS BY, SUBSIDIARIES.

      Subject to the rights of the Company and the Guarantor hereunder in
connection with any consolidation with, or merger with or into, another Person
or a sale, conveyance, exchange, transfer or lease of its properties and assets
substantially as entirety, so long as any of the Securities shall be
outstanding, neither the Company nor the Guarantor shall directly or indirectly:

      (a) sell, transfer, or otherwise dispose of any shares of Capital Stock of
any Subsidiary that is a Principal Member Bank, except directors' qualifying
shares; provided, however, that the Company or the Guarantor may permit any
Subsidiary to issue shares of Capital Stock, merge or consolidate, or sell,
convey, exchange, transfer or lease its properties and assets substantially as
an entirety if the consideration for such transaction, in cash or property, at
least equals, in the opinion of the General Partner, the fair value of such
shares, properties and assets and either, immediately after giving effect to
such transaction, the Company or the Guarantor owns, directly or indirectly, the
same pro-rata interest in the Capital Stock of such Subsidiary as it owned
immediately before giving effect to such transaction, or the Company or the
Guarantor then owns no shares of such Subsidiary; or

      (b) permit any Subsidiary to:

            (i) issue (other than in connection with a stock dividend or stock
      split or in connection with a preemptive rights offering whereby the
      pro-rata interest of the Company or the Guarantor in any such Subsidiary
      is not reduced) any shares of Capital Stock, except to the Company, the
      Guarantor or a Subsidiary or for directors' qualifying shares;

            (ii) merge or consolidate, except with the Company or the Guarantor
      or if the surviving Person is a Subsidiary all of the outstanding shares
      of Capital Stock (other than directors' qualifying shares) of which are
      owned directly or indirectly by the Company or the Guarantor; or

                                       62
<PAGE>

            (iii) sell, convey, exchange, transfer or lease its properties and
      assets substantially as an entirety to any Person, except to the Company,
      the Guarantor or a Subsidiary all of the outstanding shares of Capital
      Stock (other than directors' qualifying shares) of which are owned
      directly or indirectly by the Company or the Guarantor;

      Notwithstanding subparagraph (a) above, the Company or the Guarantor may
sell, assign, transfer or otherwise dispose of any shares of, or securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of Capital Stock of any Subsidiary,

            (i) in compliance with an order of a court or regulatory authority
      of competent jurisdiction or as a condition imposed by such court or
      authority to the acquisition by the Company or the Guarantor, directly or
      indirectly, or any other Person, or

            (ii) when the proceeds from any such sale, assignment, transfer or
      disposition are, within 270 days or such longer period of time as may be
      necessary to obtain regulatory approvals in connection therewith, to be
      invested pursuant to an understanding or agreement in principle reached at
      the time of sale, assignment, transfer or disposition, in any Subsidiary
      (including any Person which upon such investment becomes a Subsidiary)
      engaged in a banking business or any other business then legally
      permissible for bank holding companies and the Company or the Guarantor
      delivers to the Trustee a written statement signed by the officers listed
      in Section 1008 hereof, stating that the proceeds from such sale,
      assignment, transfer or disposition have been so invested within such time
      period. Such statement shall be delivered to the Trustee within 60 days of
      the investment of the proceeds.

SECTION 1008 STATEMENT AS TO COMPLIANCE.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement signed by the General Partner, stating, as
to each signer thereof, that:

                  (A) a review of the activities of the Company during such year
            and of performance under this Indenture has been made under its
            supervision, and

                  (B) to the best of its knowledge, based on such review, (a)
            the Company has fulfilled all its obligations under this Indenture
            throughout such year, or, if there has been a default in the
            fulfillment of any such obligation, specifying each such default
            known to the General Partner and the nature and status thereof, and
            (b) no event has occurred and is continuing which is, or after
            notice or lapse of time or both would become, an Event of Default,
            or, if such an event has occurred and is continuing, specifying each
            such event known to the General Partner and the nature and status
            thereof.

SECTION 1009 WAIVER OF CERTAIN COVENANTS.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1007, inclusive, with
respect to the Securities of any series, if, before the time for such
compliance, the Holders of at least 50% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such

                                       63
<PAGE>

compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101 APPLICABILITY OF ARTICLE.

      Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article, subject to any requisite regulatory approvals of
any nature whatsoever.

SECTION 1102 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

      The election of the Company to redeem any Securities shall be evidenced by
a General Partner Resolution. In case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with a
General Partner Certificate evidencing compliance with such restriction.

SECTION 1103 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

      If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Security Registrar, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

      The Security Registrar shall promptly notify the Company and the Trustee
(if the Trustee is not the Security Registrar) in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

                                       64
<PAGE>

SECTION 1104 NOTICE OF REDEMPTION.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed no less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register. All notices of redemption shall state:

                  (A) the Redemption Date,

                  (B) the Redemption Price,

                  (C) if less than all the Outstanding Securities of any series
            are to be redeemed, the identification (and, in the case of partial
            redemption, the respective principal amounts) of the particular
            Securities to be redeemed,

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

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

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

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

SECTION 1105 DEPOSIT OF REDEMPTION PRICE.

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

SECTION 1106 SECURITIES PAYABLE ON REDEMPTION DATE.

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

                                       65
<PAGE>

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

SECTION 1107 SECURITIES REDEEMED IN PART.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201 APPLICABILITY OF ARTICLE.

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

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

SECTION 1202 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

                                       66
<PAGE>

purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

SECTION 1203 REDEMPTION OF SECURITIES FOR SINKING FUND.

      Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee a General Partner
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

      A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article for any of the following purposes:

                  (A) to give any notice to the Company, the Guarantor or the
            Trustee, or to give any direction to the Trustee, or to waive or
            consent to the waiving of any Event of Default hereunder and its
            consequences, or to take any other action authorized to be taken by
            Holders pursuant to any of the provisions of Article Five;

                  (B) to remove the Trustee or appoint a successor Trustee,
            pursuant to the provisions of Article Six;

                  (C) to consent to the execution of an indenture or indentures
            supplemental hereto pursuant to the provisions of Section 902; or

                  (D) to take any other action authorized to be taken by or on
            behalf of the Holders of any specified aggregate principal amount of
            the Securities under any other provision of this Indenture or under
            applicable law.

SECTION 1302 MANNER OF CALLING MEETINGS.

      The Trustee may at any time call a meeting of Holders to take any action
specified in Section 1301. Notice of every meeting of the Holders, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be mailed by

                                       67
<PAGE>

the Trustee to the Company and to the Holders not less than 20 nor more than 60
days prior to the date fixed for the meeting. Any meeting shall be valid without
notice if the Holders of all the Outstanding Securities are present in person or
by proxy, or if notice is waived before of after the meeting by the Holders of
all of the Outstanding Securities, and if the Company and the Trustee are either
present or have, before or after the meeting, waived notice.

SECTION 1303 CALL OF MEETINGS BY COMPANY OR HOLDERS.

      In case at any time the Company, pursuant to a General Partner Resolution,
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities, shall have requested the Trustee to call a meeting of
Holders to take any action authorized in Section 1301 by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders in the amount above
specified may determine the time and the place in Williamsport, Pennsylvania for
such meeting and may call such meeting to take any action authorized in Section
1301, by mailing notice thereof as provided in Section 1302.

SECTION 1304 WHO MAY ATTEND AND VOTE AT MEETINGS.

      To be entitled to vote at any meeting of Holders, a Person shall (a) be a
Holder of one or more Securities with respect to which the meeting is being
held, or (b) be a Person appointed by an instrument in writing as proxy by such
Holder of one or more Securities. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

SECTION 1305 REGULATIONS MAY BE MADE BY TRUSTEE.

      Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Securities and of the appointment
of proxies, and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate.

      At any meeting each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of Outstanding Securities held or represented by him.

SECTION 1306 EVIDENCE OF ACTIONS BY HOLDERS.

      Whenever the Holders of a specified percentage in aggregate principal
amount of the Securities may take any action, the fact that the Holders of such
percentage have acted may be evidenced by (a) instruments of similar tenor
executed by Holders in person or by attorney or written proxy, or (b) the
Holders voting in favor thereof at any meeting of Holders called and held in
accordance with the provisions of the rules for meetings of Holders, or (c) by a
combination thereof. The Trustee may require proof of any matter concerning the
execution of any instrument by a Holder or his attorney or proxy as it shall
deem necessary:

                                       68
<PAGE>

SECTION 1307 EXERCISE OF RIGHTS OF TRUSTEE AND HOLDERS NOT TO BE HINDERED OR
             DELAYED.

      Nothing in this Article contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Securities.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1401 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

      The Company covenants and agrees that anything in this Indenture or the
Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by the Securities of each series is subordinate and junior in right of
payment to all Senior Indebtedness to the extent provided herein, and each
Holder of Securities of each series, by such Person's acceptance thereof,
likewise covenants and agrees to the subordination herein provided and shall be
bound by the provisions hereof. Senior Indebtedness shall continue to be Senior
Indebtedness and entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of the Senior
Indebtedness or extension or renewal of the Senior Indebtedness.

      In the event that the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness when
the same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Company by the holders of Senior Indebtedness or
any trustee therefor, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of (or premium, if any) or interest on any of
the Securities, or in respect of any redemption, retirement, purchase or other
acquisition of any of the Securities.

      In the event of:

      (a) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the Company,
its creditors or its property,

      (b) any proceeding for the liquidation, dissolution or other winding up of
the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings,

      (c) any assignment by the Company for the benefit of creditors, or

      (d) any other marshalling of the assets of the Company,

                                       69
<PAGE>

all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any of the Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Company or any other Person provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect of the Securities of any series shall be paid or delivered directly to
the holders of Senior Indebtedness in accordance with the priorities then
existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full. In the event of any such proceeding, after payment in
full of all sums owing with respect to Senior Indebtedness, the Holders of the
Securities, together with the holders of any obligations of the Company ranking
on a parity with the Securities, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any Capital Stock or any obligations
of the Company ranking junior to the Securities and such other obligations.

      In the event that, notwithstanding the foregoing, any payment or
distribution of any character, whether in cash, securities or other property
(other than securities of the Company or any other Person provided for by a plan
of reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), or any security
shall be received by the Trustee or any Holder in contravention of any of the
terms hereof, such payment or distribution or security shall be received in
trust for the benefit of, and shall be paid over or delivered and transferred
to, the holders of the Senior Indebtedness at the time outstanding in accordance
with the priorities then existing among such holders for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all such Senior Indebtedness in full. In the event of the failure of the
Trustee or any Holder to endorse or assign any such payment, distribution or
security, each holder of Senior Indebtedness is hereby irrevocably authorized to
endorse or assign the same.

      No present or future holder of any Senior Indebtedness shall be prejudiced
in the right to enforce subordination of the indebtedness evidenced by the
Securities by any act or failure to act on the part of the Company. Nothing
contained herein shall impair, as between the Company and the Holders of
Securities of each series, the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest on such Securities or
prevent the Trustee or the Holder from exercising all rights, powers and
remedies otherwise permitted by applicable law or hereunder upon an Event of
Default hereunder, all subject to the rights of the holders of the Senior
Indebtedness to receive cash, securities or other property otherwise payable or
deliverable to the Holders.

                                       70
<PAGE>

      Senior Indebtedness shall not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities or other property equal
to the amount of such Senior Indebtedness then outstanding. Upon the payment in
full of all Senior Indebtedness, the Holders of Securities of each series shall
be subrogated to all rights of any holders of Senior Indebtedness to receive any
further payments or distributions applicable to the Senior Indebtedness until
the indebtedness evidenced by the Securities of such series shall have been paid
in full, and such payments or distributions received by such Holders, by reason
of such subrogation, of cash, securities or other property which otherwise would
be paid or distributed to the holders of Senior Indebtedness, shall, as between
the Company and its creditors other than the holders of Senior Indebtedness, on
the one hand, and such Holders, on the other hand, be deemed to be a payment by
the Company on account of Senior Indebtedness, and not on account of the
Securities of such series.

      The provisions of this Section 1401 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

      The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

SECTION 1402 TRUSTEE AND HOLDERS OF SECURITIES MAY RELY ON CERTIFICATE OF
             LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO
             OWNERSHIP OF SENIOR INDEBTEDNESS; TRUSTEE NOT FIDUCIARY TO HOLDERS
             OF SENIOR INDEBTEDNESS.

      Upon any payment or distribution of assets of the Company referred to in
this Article Fourteen, the Trustee and the Holders shall be entitled to rely
upon an order or decree made by any court of competent jurisdiction in which
such dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution delivered to the Trustee or to the Holders, for the
purpose of ascertaining the Persons entitled to participate in such
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
Fourteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a
holder of such Senior Indebtedness (or is such a trustee or representative). In
the event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payments or distributions pursuant to this
Article Fourteen, 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, as to the extent to which such Person is entitled to
participate in such payment of distribution, and as to other facts pertinent to
the rights of such Person under this Article Fourteen, 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

                                       71
<PAGE>

receive such payment. The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness.

SECTION 1403 PAYMENT PERMITTED IF NO DEFAULT.

      Nothing contained in this Article Fourteen or elsewhere in this Indenture,
or in any of the Securities, shall prevent (a) the Company at any time, except
during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings referred to in, or under the conditions described in,
Section 1401, from making payments of the principal of (or premium, if any) or
interest on the Securities, or (b) the application by the Trustee or any Paying
Agent of any moneys deposited with it hereunder to payments of the principal of
(or premium, if any) or interest on the Securities, if, at the time of such
deposit, the Trustee or such Paying Agent, as the case may be, did not have the
written notice provided for in Section 1404 of any event prohibiting the making
of such deposit or if, at the time of such deposit (whether or not in trust) by
the Company with the Trustee or Paying Agent (other than the Company), such
payment would not have been prohibited by the provisions of this Article, and
neither the Trustee nor any Paying Agent shall be affected by any notice to the
contrary received by it on or after such date.

SECTION 1404 TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION.

      Anything in this Article Fourteen or elsewhere in this Indenture contained
to the contrary notwithstanding, the Trustee shall not at any time be charged
with knowledge of the existence of any facts which would prohibit the making of
any payment of money to or by the Trustee and shall be entitled conclusively to
assume that no such facts exist and that no event specified in Section 1401 has
happened, until the Trustee shall have received a General Partner Certificate to
that effect or notice in writing to that effect signed by or on behalf of the
holder or holders, or their representatives, of Senior Indebtedness who shall
have been certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives or
from any trustee under any indenture pursuant to which such Senior Indebtedness
shall be outstanding; provided, however, that, (1) if prior to the third
Business Day preceding the date upon which by the terms hereof any money becomes
payable for any purpose (including, without limitation, the payment of either
the principal of or interest on any Security), or (2) in the event of the
execution of an instrument pursuant to Section 401 acknowledging satisfaction
and discharge of this Indenture, then if prior to the second Business Day
preceding the date of such execution, the Trustee or Paying Agent shall not have
received with respect to such money the General Partner Certificate or notice
provided for in this Section 1404, then anything herein contained to the
contrary notwithstanding, the Trustee or such Paying Agent shall have full power
and authority to receive such money and apply it to the purpose for which it was
received and shall not be affected by the notice to the contrary which may be
received by it on or after such date. The Company shall give prompt written
notice to the Trustee and to the Paying Agent of any facts which would prohibit
the payment of money to or by the Trustee and Paying Agent.

SECTION 1405 TRUSTEE TO EFFECTUATE SUBORDINATION.

      Each Holder of Securities by such Person's acceptance thereof authorizes
and directs the Trustee on such Person's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as between such Holder
and holders of Senior Indebtedness as

                                       72
<PAGE>

provided in this Article and appoints the Trustee such Person's attorney-in-fact
for any and all such purposes.

SECTION 1406 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS.

      The Trustee shall be entitled to all the rights set forth in this Article
with respect to any Senior Indebtedness which may at the time be held by it, to
the same extent as any other holder of Senior Indebtedness; provided, however,
that nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder; and provided, further, that nothing in this Article shall apply to
claims of, or payment to, the Trustee under or pursuant to Section 607.

SECTION 1407 ARTICLE APPLICABLE TO PAYING AGENTS.

      In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that Sections 1404 and 1406 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

SECTION 1408 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
             COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

      No right of any present or future holders of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants in this
Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with. The holders of Senior Indebtedness may, at any time
or from time to time and in their absolute discretion, change the manner, place
or terms of payment, change or extend the time of payment of, or renew or alter,
any such Senior Indebtedness, or amend or supplement any instrument pursuant to
which any such Senior Indebtedness is issued or by which it may be secured, or
release any security therefor, or exercise or refrain from exercising any other
of their rights under the Senior indebtedness, including, without limitation,
the waiver of default thereunder, all without notice to or assent from the
Holders of the Securities or the Trustee and without affecting the obligations
of the Company, the Trustee, the Paying Agent or the Holders of the Securities
under this Article.

                                       73
<PAGE>

                                   TESTIMONIUM

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

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, intending to be legally bound hereby, all as of the day and year first
above written.

                                  FNB FINANCIAL SERVICES, LP

                                  By:  Regency Consumer Financial Services Inc.,
                                       its General Partner

                                  By:  _________________________________________
                                       Title:___________________________________

[Seal]
Attest:

__________________________        F.N.B. CORPORATION As
                                  Guarantor

                                  By:  _________________________________________
                                       Title:___________________________________

[Seal]
Attest:

__________________________        J.P. MORGAN TRUST COMPANY, NATIONAL
                                  ASSOCIATION
                                  As Trustee

                                  By:  _________________________________________
                                       Title:___________________________________

                                      74
<PAGE>

STATE OF ________________      )
                               ) ss:
COUNTY OF ______________       )

      On the ____ day of January, 2005, before me personally came
________________ to me known, who, being by me duly sworn, did depose and say
that he is _____________ of Regency Consumer Financial Services Inc., the
general partner of FNB Financial Services, LP, and that he is authorized to sign
said instrument on behalf of Regency Consumer Financial Services Inc.

COMMONWEALTH OF PENNSYLVANIA   )
                               ) ss:
COUNTY OF MERCER               )

      On the ____ day of January, 2005, before me personally came
____________________________________, to me known, who, being by me duly sworn,
did depose and say that he is _________________________________ of F.N.B.
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

COMMONWEALTH OF PENNSYLVANIA   )
                               ) ss:
COUNTY OF ALLEGHENY            )

      On the _____ day of January, 2005, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President of J.P. Morgan Trust Company, National Association,
the national association described in and which executed the foregoing
instrument; that he knows the seal of said national association; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said national association, and that he
signed his name thereto by like authority.

                                                ________________________________

                                       75