EXHIBIT 4.2

                            U.S. WIRELESS CORPORATION


                                       AND

                    ________________________________, Trustee

                                    Indenture

                             Dated as of __________

                          Subordinated Debt Securities


<PAGE>
                          Subordinated Debt Securities

                         Reconciliation and tie between
                 the Trust Indenture Act of 1939 and Indenture,
                           dated as of _____________*

<TABLE>
<CAPTION>
Trust Indenture

  Act Section                                                                                     Indenture Section

<S>      <C>     <C>                                                                                          <C>
Section  3.10(a) (1)...........................................................................................6.09
             (a) (2)...........................................................................................6.09
             (a) (3).................................................................................Not Applicable
             (a) (4).................................................................................Not Applicable
             (a) (5).....................................................................................6.08, 6.10
             (b).........................................................................................6.08, 6.10
             (c).....................................................................................Not Applicable
Section  3.11(a)...............................................................................................6.13
             (b)...............................................................................................6.13
Section  3.12(a)......................................................................................7.01, 7.02(a)
             (b)............................................................................................7.02(b)
             (c)...............................................................................................7.03
Section  3.13(a)...............................................................................................7.03
             (b)...............................................................................................7.03
             (c)...............................................................................................7.03
             (d)...............................................................................................7.03
Section  3.14(a)........................................................................................7.04, 10.05
             (b).....................................................................................Not Applicable
             (c) (1)...........................................................................................1.02
             (c) (2)...........................................................................................1.02
             (c) (3).................................................................................Not Applicable
             (d).....................................................................................Not Applicable
             (e)...............................................................................................1.02
             (f).....................................................................................Not Applicable
Section  3.15(a)...............................................................................................6.01
             (b)...............................................................................................6.02
             (c)...............................................................................................6.01
             (d)...............................................................................................6.01
             (e)...............................................................................................5.14
Section  3.16(a)...............................................................................................1.01
             (a) (1) (A).......................................................................................5.12
             (a) (1) (B).......................................................................................5.13
             (a) (2).................................................................................Not Applicable
             (b)...............................................................................................5.08
Section  3.17(a) (1)...........................................................................................5.03
             (a) (2)...........................................................................................5.04
             (b)..............................................................................................10.03
Section  3.18(a)...............................................................................................1.07
             (c)...............................................................................................1.07
------------------------
*This table shall not, for any purpose, be deemed to be a part of the Indenture.


<PAGE>
                                TABLE OF CONTENTS

                                                                                                               Page

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 Section 1.01     Definitions....................................................................................1
 Section 1.02     Compliance Certificates and Opinions...........................................................8
 Section 1.03     Form of Documents Delivered to Trustee.........................................................9
 Section 1.04     Acts of Holders; Record Dates..................................................................9
 Section 1.05     Notices, Etc., to Trustee and Company.........................................................11
 Section 1.06     Notice to Holders; Waiver.....................................................................11
 Section 1.07     Conflict with Trust Indenture Act.............................................................12
 Section 1.08     Effect of Headings and Table of Contents......................................................12
 Section 1.09     Successors and Assigns........................................................................12
 Section 1.10     Separability Clause...........................................................................12
 Section 1.11     Benefits of Indenture.........................................................................12
 Section 1.12     Governing Law.................................................................................12
 Section 1.13     Legal Holidays................................................................................12

                                                    ARTICLE II.
                                 SECURITY FORMS

 Section 2.01     Forms of Securities...........................................................................13
 Section 2.02     Form of Trustee's Certificate of Authentication...............................................13
 Section 2.03     Securities in Global Form.....................................................................14

                                  ARTICLE III.

                                 THE SECURITIES

 Section 3.01     Amount Unlimited; Issuable in Series..........................................................14
 Section 3.02     Denominations.................................................................................16
 Section 3.03     Execution, Authentication, Delivery and Dating................................................17
 Section 3.04     Temporary Securities..........................................................................18
 Section 3.05     Registration, Registration of Transfer and Exchange and Book-Entry Securities.................19
 Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities..............................................21
 Section 3.07     Payment of Interest; Interest Rights Preserved................................................22
 Section 3.08     Persons Deemed Owners.........................................................................23
 Section 3.09     Cancellation..................................................................................23
 Section 3.10     Computation of Interest.......................................................................24

                                                    ARTICLE IV.
                           SATISFACTION AND DISCHARGE

 Section 4.01     Satisfaction and Discharge of Indenture.......................................................24
 Section 4.02     Application of Trust Money....................................................................25


<PAGE>
                                   ARTICLE V.

                                    REMEDIES

 Section 5.01     Events of Default.............................................................................25
 Section 5.02     Acceleration of Maturity; Rescission and Annulment............................................28
 Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee...............................30
 Section 5.04     Trustee May File Proofs of Claim..............................................................30
 Section 5.05     Trustee May Enforce Claims Without Possession of Securities...................................31
 Section 5.06     Application of Money Collected................................................................31
 Section 5.07     Limitation on Suits...........................................................................32
 Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and Interest.....................32
 Section 5.09     Restoration of Rights and Remedies............................................................33
 Section 5.10     Rights and Remedies Cumulative................................................................33
 Section 5.11     Delay or Omission Not Waiver..................................................................33
 Section 5.12     Control by Holders............................................................................33
 Section 5.13     Waiver of Defaults............................................................................34
 Section 5.14     Undertaking for Costs.........................................................................34
 Section 5.15     Waiver of Stay or Extension Laws..............................................................35

                                                    ARTICLE VI.
                                   THE TRUSTEE

 Section 6.01     Certain Duties and Responsibilities...........................................................35
 Section 6.02     Notice of Defaults............................................................................36
 Section 6.03     Certain Rights of Trustee.....................................................................36
 Section 6.04     Not Responsible for Recitals or Issuance of Securities........................................38
 Section 6.05     May Hold Securities...........................................................................38
 Section 6.06     Money Held in Trust...........................................................................38
 Section 6.07     Compensation and Reimbursement................................................................38
 Section 6.08     Disqualification; Conflicting Interests.......................................................39
 Section 6.09     Corporate Trustee Required; Eligibility.......................................................39
 Section 6.10     Resignation and Removal; Appointment of Successor.............................................39
 Section 6.11     Acceptance of Appointment by Successor........................................................41
 Section 6.12     Merger, Conversion, Consolidation or Succession to Business...................................42
 Section 6.13     Preferential Collection of Claims Against Company.............................................42
 Section 6.14     Appointment of Authenticating Agent...........................................................42

                                  ARTICLE VII.

                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

 Section 7.01     Company to Furnish Trustee Names and Addresses of Holders.....................................44
 Section 7.02     Preservation of Information; Communications to Holders........................................44
 Section 7.03     Reports by Trustee............................................................................45
 Section 7.04     Reports by Company............................................................................45
 Section 7.05     Holders' Meetings.............................................................................45


<PAGE>

                                  ARTICLE VIII.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 Section 8.01     Company May Consolidate, Etc., Only on Certain Terms..........................................48
 Section 8.02     Successor Substituted.........................................................................48

                                                    ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

 Section 9.01     Supplemental Indentures Without Consent of Holders............................................49
 Section 9.02     Supplemental Indentures With Consent of Holders...............................................51
 Section 9.03     Execution of Supplemental Indentures..........................................................52
 Section 9.04     Effect of Supplemental Indentures.............................................................52
 Section 9.05     Conformity with Trust Indenture Act...........................................................52
 Section 9.06     Reference in Securities to Supplemental Indentures............................................52
 Section 9.07     Notice of Supplemental Indentures.............................................................53
 Section 9.08     Subordination Unimpaired......................................................................53

                                   ARTICLE X.

                                    COVENANTS

 Section 10.01    Payment of Principal, Premium and Interest....................................................53
 Section 10.02    Maintenance of Office or Agency...............................................................53
 Section 10.03    Money for Securities Payments to Be Held in Trust.............................................54
 Section 10.04    Corporate Existence...........................................................................55
 Section 10.05    Statement by Officers as to Default...........................................................55
 Section 10.06    Maintenance of Properties...........................................Error! Bookmark not defined.
 Section 10.07    Payment of Taxes..............................................................................55
 Section 10.08    Calculation of Original Issue Discount........................................................55
 Section 10.09    Waiver of Certain Covenants...................................................................56

                                                    ARTICLE XI.
                            REDEMPTION OF SECURITIES

 Section 11.01    Applicability of Article......................................................................56
 Section 11.02    Election to Redeem; Notice to Trustee.........................................................56
 Section 11.03    Selection by Trustee of Securities to Be Redeemed.............................................56
 Section 11.04    Notice of Redemption..........................................................................57
 Section 11.05    Deposit of Redemption Price...................................................................58
 Section 11.06    Securities Payable on Redemption Date.........................................................58

                                  ARTICLE XII.

                                  SINKING FUNDS

 Section 12.01    Applicability of Article......................................................................58
 Section 12.02    Satisfaction of Mandatory Sinking Fund Payments with Securities...............................59
 Section 12.03    Redemption of Securities for Mandatory Sinking Fund...........................................59


<PAGE>
                                  ARTICLE XIII.
                  REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

 Section 13.01    Applicability of Article......................................................................60
 Section 13.02    Notice of Repayment Date......................................................................60
 Section 13.03    Deposit of Repayment Price....................................................................60
 Section 13.04    Securities Payable on Repayment Date..........................................................60
 Section 13.05    Securities Repaid in Part.....................................................................61

                                  ARTICLE XIV.

                           SUBORDINATION OF SECURITIES

 Section 14.01    Securities Subordinate to Senior Indebtedness.................................................61
 Section 14.02    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.................................................63
 Section 14.03    Payment Permitted If No Default...............................................................64
 Section 14.04    Trustee Not Charged with Knowledge of Prohibition.............................................64
 Section 14.05    Trustee to Effectuate Subordination...........................................................65
 Section 14.06    Rights of Trustee as Holder of Senior Indebtedness............................................65
 Section 14.07    Article Applicable to Paying Agents...........................................................65
 Section 14.08    Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
                    Senior Indebtedness.........................................................................66

                                                    ARTICLE XV.
                            CONVERSION OF SECURITIES

 Section 15.01    General.......................................................................................66
 Section 15.02    Right to Convert..............................................................................66
 Section 15.03    Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for
                    Interest or Dividends.......................................................................67
 Section 15.04    Cash Payments in Lieu of Fractional Shares....................................................68
 Section 15.05    Conversion Price Adjustments; Effect of Reclassification, Mergers, Consolidations and
                    Sales of Assets.............................................................................68
 Section 15.06    Taxes on Shares Issued........................................................................72
 Section 15.07    Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common
                    Stock.......................................................................................73
 Section 15.08    Responsibility of Trustee.....................................................................73
 Section 15.09    Covenant to Reserve Shares....................................................................73
 Section 15.10    Other Conversions.............................................................................73


<PAGE>
                                  ARTICLE XVI.

                       DEFEASANCE AND COVENANT DEFEASANCE

 Section 16.01    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance........74
 Section 16.02    Defeasance and Discharge......................................................................74
 Section 16.03    Covenant Defeasance...........................................................................74
 Section 16.04    Conditions to Defeasance or Covenant Defeasance...............................................75
 Section 16.05    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
                    Provisions..................................................................................77
 Section 16.06    Reinstatement.................................................................................77

                                  ARTICLE XVII.
                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

 Section 17.01    Immunity of Incorporators, Stockholders, Officers and Directors...............................78
</TABLE>
<PAGE>
         INDENTURE,  dated  as of  ____________,  2000,  between  U.S.  WIRELESS
CORPORATION,  a corporation  duly  organized and existing  under the laws of the
State of Delaware (herein called the "Company"),  having its principal office at
2303 Camino Ramon,  Suite 200, San Ramon,  California 94583, and _____________ a
national  banking  association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I.
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01      Definitions.

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

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

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

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

         "Act," when used with respect to any Holder,  has the meaning specified
in Section 1.04.

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

         "Authenticating  Agent"  means any  Person  authorized  by the  Trustee
pursuant  to  Section  6.14 to act on  behalf  of the  Trustee  to  authenticate
Securities of one or more series.

         "Authorized  Newspaper" means a newspaper of general circulation in the
relevant area, printed in the English language and customarily published on each
Business Day therein.

         "Board of Directors" means either the board of directors of the Company
or any duly  authorized  committee  of that board or any  director or  directors
and/or officer or officers of the Company to whom that board or committee  shall
have duly delegated its authority.

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

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

         "Capital Stock," as applied to the stock of any corporation,  means the
capital stock of every class whether now or hereafter authorized,  regardless of
whether such capital  stock shall be limited to a fixed sum or  percentage  with
respect to the rights of the holders  thereof to participate in dividends and in
the  distribution  of assets  upon the  voluntary  or  involuntary  liquidation,
dissolution or winding up of such corporation.

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

         "Common Stock" means any stock of any class of the Company which has no
preference  in respect of  dividends  or of amounts  payable in the event of any
voluntary or involuntary  liquidation,  dissolution or winding up of the Company
and which is not subject to redemption by the Company.


<PAGE>
         "Company"  means  the  Person  named  as the  "Company"  in  the  first
paragraph of this  instrument  until a successor  corporation  shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
"Company" shall mean such successor corporation.

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

         "Conversion Price" means with respect to any series of Securities which
are  convertible  into Common Stock or Preferred  Stock,  the price per share of
Common Stock or Preferred  Stock, as the case may be, at which the Securities of
such series are so convertible as set forth in the Board Resolution with respect
to such  series (or in any  supplemental  indenture  entered  into  pursuant  to
Section  9.01(9) with respect to such series),  as the same may be adjusted from
time to time in accordance  with Section 15.05 (or such  supplemental  indenture
pursuant to Section 15.01).

         "Corporate Trust Office" means the principal  corporate trust office of
the Trustee at which, at any particular time, its corporate trust business shall
be   administered,   which   office   at  the  date   hereof   is   located   at
___________________.

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

         "Debt" means (a) all indebtedness of the Company (including Senior Debt
Securities  and Securities  issued  hereunder)  whether  heretofore or hereafter
incurred (i) for borrowed  money or (ii) in connection  with the  acquisition by
the  Company or a  Subsidiary  of assets  other than in the  ordinary  course of
business,  for the payment of which the Company is liable directly or indirectly
by guarantee,  letter of credit, obligation to purchase or acquire or otherwise,
or the payment of which is secured by a lien,  charge or  encumbrance  on assets
acquired by the Company, (b) amendments, modifications, renewals, extensions and
deferrals of any such  indebtedness and (c) any indebtedness  issued in exchange
for any such indebtedness.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Depositary"  means,  with  respect  to the  Securities  of any  series
issuable  or  issued  in the  form  of a  Global  Security,  a  clearing  agency
registered  under  the  Securities  Exchange  Act of 1934,  as  amended,  or any
successor  thereto,  which  shall in either  case be  designated  by the Company
pursuant to Section 3.01 or 3.05 until a successor  Depositary shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
"Depositary"  shall  mean  or  include  each  Person  who is  then a  Depositary
hereunder,  and if at any time there is more than one such Person,  "Depositary"
as used  with  respect  to the  Securities  of any such  series  shall  mean the
Depositary with respect to the Securities of that series.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, including the regulations and published interpretations thereunder.

         "Event of Default" has the meaning specified in Section 5.01.

         "generally  accepted  accounting  principles" or "GAAP" means generally
accepted accounting principles in the United States,  consistently applied, that
are in effect on the date hereof.

         "Global  Security  or  Securities"  means one or more fully  registered
Securities  in global form  evidencing  all or a part of a series of  Securities
issued to the  Depositary  for such series or its nominee or  registered  in the
name of the Depositary or its nominee.

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

         "Indenture"  means this instrument as originally  executed or as it may
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions  hereof
and shall include the terms of particular  series of Securities  established  as
contemplated by Section 3.01.

         "Independent  Investment  Banker" means one of the  Reference  Treasury
Dealers appointed by the Trustee after consultation with the Company.

         "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 by repayment or otherwise.


<PAGE>
         "Officers'  Certificate"  means a  certificate  signed  by at least two
officers of the Company,  one signature being that of the Chairman of the Board,
the President or a Vice  President,  and the other  signature  being that of the
Treasurer,  an Assistant Treasurer,  the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee.

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

         "Original  Issue Discount  Security"  means any Security which provides
for an amount less than the principal  amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

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

     (iii)  Securities  which  have been paid  pursuant  to  Section  3.06 or in
exchange for or in lieu of which other  Securities have been  authenticated  and
delivered pursuant to this Indenture,  other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such  Securities  are held by a bona fide  purchaser  in whose  hands  such
Securities are valid obligations of the Company; and

     (iv) Securities  with respect to which the Company has effected  defeasance
as provided in Article XVI;

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) 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 a declaration of acceleration
of the Maturity  thereof  pursuant to Section 5.02, and (b) Securities  owned by
the Company or any other  obligor upon the  Securities  or any  Affiliate of the
Company  or of such  other  obligor  shall be  disregarded  and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's  right so to act with respect to such  Securities and that
the pledgee is not the Company or any other  obligor upon the  Securities or any
Affiliate of the Company or of such other obligor.

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


<PAGE>
         "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  specified  as
contemplated by Section 3.01.

         "Predecessor  Security" of any particular Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and delivered  under Section 3.06 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.

         "Preferred Stock" means any stock of any class of the Company which has
a preference  over Common Stock in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding up
of the  Company  and  which  is not  mandatorily  redeemable  or  repayable,  or
redeemable or repayable at the option of the Holder, otherwise than in shares of
Common Stock or Preferred  Stock of another class or series or with the proceeds
of the sale of Common Stock or Preferred Stock.

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

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

         "Reference  Treasury  Dealer" means each of __________,  __________ and
__________ and their respective  successors;  provided,  however, that if any of
the foregoing shall cease to be a primary U.S.  Government  securities dealer in
New York City (a  "Primary  Treasury  Dealer"),  the  Company  shall  substitute
therefor another Primary Treasury Dealer.

         "Reference  Treasury  Dealer  Quotations"  means,  with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the  Trustee by such  Treasury  Reference  Dealer by 5:00 p.m. on the
third Business Day preceding such redemption date.

         "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 3.01.

         "Repayment  Date"  means,  when used with respect to any Security to be
repaid at the  option of the  Holder,  the date fixed for such  repayment  by or
pursuant to this Indenture.

         "Repayment  Price" means,  when used with respect to any Security to be
repaid at the option of the Holder,  the price at which it is to be repaid by or
pursuant to this Indenture.

         "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee customarily performing corporate trust functions.

         "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 3.05.

         "Senior  Debt  Securities"  means  any debt  securities  issued  by the
Company pursuant to the Senior Indenture,  dated the date hereof, by and between
the Company and the Trustee ("Senior Indenture").

         "Senior  Indebtedness" means the principal of, and premium, if any, and
any interest  (including interest accruing subsequent to the commencement of any
proceeding  for the  bankruptcy  or  reorganization  of the  Company  under  any
applicable bankruptcy, insolvency or similar law now or hereafter in effect) and
all other  monetary  obligations of every kind or nature due on or in connection
with (a) all  indebtedness  of the Company  (including  Senior Debt  Securities)
whether  heretofore  or hereafter  incurred  (i) for  borrowed  money or (ii) in
connection with the acquisition by the Company or a Subsidiary of the Company of
assets other than in the ordinary  course of business,  for the payment of which
the Company is liable  directly or indirectly  by  guarantee,  letter of credit,
obligation  to  purchase  or acquire or  otherwise,  or the  payment of which is
secured by a lien, charge or encumbrance on assets acquired by the Company,  (b)
amendments,  modifications,  renewals,  extensions  and  deferrals  of any  such
indebtedness,  and  (c)  any  indebtedness  issued  in  exchange  for  any  such
indebtedness;  provided,  however, that the following will not constitute Senior
Indebtedness  with  respect  to  Securities:  (1) any Debt as to  which,  in the
instrument evidencing such Debt or pursuant to which such Debt was issued, it is
expressly provided that such Debt is subordinate in right of payment to all Debt
of the Company not expressly  subordinated to such Debt; and (2) any Debt of the
Company  in  respect  of  Securities  and any  Debt  which by its  terms  refers
explicitly  to the  Securities  and states that such Debt shall not be senior in
right of payment.


<PAGE>
         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "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 or such installment of
principal, premium, if any, or interest on such Security is due and payable.

         "Subsidiary"  means a  corporation  more  than  50% of the  outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or  more  other  Subsidiaries,   or  by  the  Company  and  one  or  more  other
Subsidiaries.  For the purposes of this  definition,  "voting stock" means stock
which ordinarily has voting power for the election of directors,  whether at all
times  or only so long as no  senior  class of stock  has such  voting  power by
reason of any contingency.

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

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

         "United States" means the United States of America.

       "U.S. Government Obligations" has the meaning specified in Section 16.04.

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

Section 1.02      Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee an Officers' 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 (other that the certificate
provided for in Section 10.05) shall include:

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

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

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

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


<PAGE>
Section 1.03      Form of Documents Delivered to Trustee.

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

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

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

Section 1.04      Acts of Holders; Record Dates.

(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 an agent duly appointed in writing;
and, except as herein  otherwise  expressly  provided,  such action shall become
effective when such  instrument or instruments are delivered to the Trustee and,
where it is hereby  expressly  required,  to the  Company.  Such  instrument  or
instruments (and the action embodied  therein and evidenced  thereby) are herein
sometimes  referred to as the "Act" of the Holders  signing such  instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing
appointing  any such agent shall be sufficient for any purpose of this Indenture
and  (subject  to  Section  6.01)  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 may be proved by the  affidavit  of a witness of such  execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in a  capacity  other  than  his  individual  capacity,  such
certificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner which the Trustee deems sufficient.

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

(d) 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.

(e) The Company may, in the circumstances  permitted by the Trust Indenture Act,
fix any day as the record  date for the  purpose of  determining  the Holders of
Securities  of any  series  entitled  to  give  or  take  any  request,  demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any  action,  authorized  or  permitted  to be  given or  taken  by  Holders  of
Securities  of  such  series.  If not  set by the  Company  prior  to the  first
solicitation  of a Holder of  Securities  of such  series  made by any Person in
respect of any such  action,  or , in the case of any such  vote,  prior to such
vote,  the record date for any such action or vote shall be the 30th day (or, if
later,  the date of the most  recent  list of Holders  required  to be  provided
pursuant to Section 7.01) prior to such first  solicitation or vote, as the case
may be.  With regard to any record date for action to be taken by the Holders of
one or more series of Securities,  only the Holders of Securities of such series
on such date (or their duly  designated  proxies)  shall be  entitled to give or
take, or vote on, the relevant action.

(f) Without  limiting the  foregoing,  a Holder  entitled  hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal  amount.  Any notice given or action
taken by a Holder or its agents with regard to different parts of such principal
amount  pursuant  to this  paragraph  shall have the same  effect as if given or
taken by separate Holders of each such different part.


<PAGE>
(g) Without limiting the generality of the foregoing, unless otherwise specified
pursuant  to Section  3.01 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  such   Depositary's   standing   instructions  and  customary
practices.

(h) 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  request,
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 1.05      Notices, Etc., to Trustee and Company.

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

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

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

Section 1.06      Notice to Holders; Waiver.

         Where this Indenture  provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register,  not later
than the latest date, 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.  Any notice to a Holder which is mailed in the manner
herein provided shall be conclusively  presumed to have been duly given, whether
or not such Holder  receives  such  notice.  Where this  Indenture  provides for
notice  in any  manner,  such  notice  may be waived in  writing  by the  Person
entitled to receive  such  notice,  either  before or after the event,  and such
waiver  shall be the  equivalent  of such  notice.  Waivers of notice by Holders
shall be filed  with the  Trustee,  but such  filing  shall  not be a  condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case, by reason of the  suspension of or  irregularities  in regular
mail service or by reason of any other cause, it shall be  impracticable to give
notice of any event to Holders by mail when such  notice is required to be given
pursuant to any provision of this Indenture,  then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

Section 1.07      Conflict with Trust Indenture Act.

         If any provision hereof limits,  qualifies or conflicts with the duties
imposed by any of Sections 3.10 through 3.17, inclusive,  of the Trust Indenture
Act through the operation of Section 3.18(c) thereof,  such imposed duties shall
control.  If any provision of this Indenture  modifies or excludes any provision
of the Trust  Indenture  Act that may be so  modified  or  excluded,  the latter
provision  shall be deemed to apply to this Indenture as so modified or shall be
deemed to be so excluded, as the case may be.

Section 1.08      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 1.09      Successors and Assigns.

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


<PAGE>
Section 1.10      Separability Clause.

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

Section 1.11      Benefits of Indenture.

         Nothing in this  Indenture  or in the  Securities,  express or implied,
shall give to any  Person,  other than the parties  hereto and their  successors
hereunder, any Paying Agent, the Holders and the holders of Senior Indebtedness,
any  benefit  or any  legal or  equitable  right,  remedy  or claim  under  this
Indenture;  provided  that this  Section  1.11 shall not limit the rights of any
Holder of a Global  Security to give any notice or take any  action,  or appoint
any agents,  with regard to any part or different parts of the principal  amount
of such Global Security pursuant to Section 1.04.

Section 1.12      Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance  with the laws of the State of New York and for all purposes shall be
governed by and  construed  in  accordance  with the laws of said state  without
regard to the conflicts of laws and rules of said state.

Section 1.13      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Repayment
Date,  sinking fund payment 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  interest  or
principal  (and premium,  if any) need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date or at the Stated  Maturity,  provided that no interest shall accrue for the
period from and after such Interest  Payment Date,  Redemption  Date,  Repayment
Date, sinking fund payment date or Stated Maturity, as the case may be.

ARTICLE II.
                                 SECURITY FORMS

Section 2.01      Forms of Securities.

         The Securities of each series shall be in such form or forms (including
global form) as shall be established by or pursuant to a Board  Resolution or in
one or more indentures  supplemental  hereto, in each case with such appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by this Indenture,  and may have such letters,  numbers or other marks
of  identification  and such legends or  endorsements  placed  thereon as may be
required to comply with any law or with any rules made  pursuant  thereto or the
rules of any securities exchange or as may, consistently herewith, be determined
by the officers  executing such  Securities,  as evidenced by their execution of
such  Securities.  If the form of  Securities  of any series is  established  by
action taken pursuant to a Board Resolution,  a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and  delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated by Section 3.03 for the  authentication and delivery of such
Securities.

         The Trustee's  certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved or
may be produced in any other  manner  permitted  by the rules of any  securities
exchange  upon which the  Securities  may be listed and (with  respect to Global
Securities of any Series) the rules of the Depositary,  all as determined by the
officers  executing  such  Securities,  as evidenced by their  execution of such
Securities.

Section 2.02      Form of Trustee's Certificate of Authentication.

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

---------------------------,
as Trustee

By:
Authorized Officer

Section 2.03      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  thereon and also may  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 but need not comply with Section 1.02.


<PAGE>
                                  ARTICLE III.
                                 THE SECURITIES

Section 3.01      Amount Unlimited; Issuable in Series.

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

         The Securities  may be issued in one or more series.  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 Board  Resolution,  and, to the extent
not set forth therein, set forth in an Officers' Certificate,  or established in
one or more indentures  supplemental hereto, prior to the issuance of Securities
of any series:

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

     (2) the  price  or  prices  (expressed  as a  percentage  of the  aggregate
principal amount thereof) at which the Securities will be issued;

     (3) 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 that series pursuant to Section
3.04, 305, 306, 906, 1107, 1305 or 1503);

     (4) the date or dates on which the  principal  and premium,  if any, of the
Securities of the series is payable;

     (5) the rate or rates  (which may be fixed or  variable),  or the method of
determination  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 and the Regular
Record Date for the  interest  payable on any  Interest  Payment Date or, if the
principal  amount payable at the Stated  Maturity of any of the Securities  will
not be  determinable  as of any one or more dates prior to the Stated  Maturity,
the amount which will be deemed to be such principal  amount as of any such date
for any purpose,  including the principal  amount  thereof which will be due and
payable upon any Maturity other than the Stated Maturity or which will be deemed
to be Outstanding as of any such date (or, in any such case, the manner in which
such deemed principal amount is to be determined);

     (6) if other than the Corporate Trust Office, the place or places where the
principal  of (and  premium,  if any) and interest on  Securities  of the series
shall be payable;

     (7) 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;

     (8) the obligation, if any, of the Company to redeem or purchase Securities
of the series pursuant to any mandatory 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;

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

     (10) 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 5.02;

     (11) if the Securities of the series shall be issued in whole or in part in
the form of a Global Security or Securities, the terms and conditions upon which
such Global  Security may be exchanged in whole or in part for other  individual
securities and the Depositary for such Global Security or Securities;

     (12) any  addition to or change in the Events of Default  which  applies to
any Securities of the series;

     (13) any  addition  to or change in the  covenants  set forth in  Article X
which applies to Securities of the series;

     (14) if the Securities of the series are  convertible  into Common Stock or
Preferred  Stock,  the Conversion  Price therefor,  the period during which such
Securities  are  convertible  and any terms and conditions for the conversion of
such Securities which differ from Article XV;

     (15) the nature and terms of the security for any secured Securities;


<PAGE>
     (16) the form and terms of any guarantee of the Securities;

     (17) the  application,  if any, of Section 16.02 or 16.03 of the Securities
of the series and any provisions in  modification  of, in addition to or in lieu
of any of the provisions of Article XVI;

     (18) the  listing  of the  Securities  on any  securities  exchange  or the
inclusion in any other market or quotation or trading system;

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

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

     (21) any trustee or fiscal or authenticating or payment agent,  issuing and
paying agent,  transfer  agent or registrar or any other person or entity to act
in connection  with such  Securities for or on behalf of the holders  thereof or
the Company or an affiliate.

         The Securities  shall be subordinate  and junior in right of payment to
Senior Indebtedness of the Company as provided in Article XIV.

         All  Securities  of any one  series  shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board  Resolution  and set forth in such Officers'  Certificate,  to the
extent applicable,  or in any such indenture supplemental hereto. All Securities
of any one  series  need not be issued at the same  time and,  unless  otherwise
provided,  a series may be  reopened,  without the consent of the  Holders,  for
issuance of additional Securities of such series.

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

Section 3.02      Denominations.

         The Securities of each series shall be issuable in registered form with
or without coupons in such  denominations  as shall be specified as contemplated
by Section  3.01.  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 3.03      Execution, Authentication, Delivery and Dating.

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

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


<PAGE>
         At any time and from time to time after the  execution  and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for  authentication,  and the Trustee shall  authenticate
and deliver such Securities upon Company Order. If all the Securities of any one
series  are not to be  originally  issued at one time and if a Board  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 Board  Resolutions  as  permitted  by
Sections 2.01 and 3.01, 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 6.01) 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 Board  Resolution  as permitted  by Section  2.01,
                  that such form has been  established  in  conformity  with the
                  provisions of this Indenture;

(b)               if the terms of such  Securities  have been  established by or
                  pursuant to Board  Resolution  as permitted  by Section  3.01,
                  that such terms have been  established in conformity  with the
                  provisions of this Indenture; and

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

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

         Notwithstanding  the  provisions  of Section 3.01 and of the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time,  it shall not be  necessary to deliver the Board  Resolution  or Officers'
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise  required pursuant to this Section 3.03 or prior to
the time of authentication of each Security of such series if such documents are
delivered at or prior to the authentication  upon original issuance of the first
Security of such series to be issued and such documents  reasonably  contemplate
the issuance of all Securities of such series.

         Unless otherwise provided in the form of Security for any series,  each
Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed by the Trustee by manual signature of an authorized  officer,  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  3.01 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 Trustee 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  having the same terms issued and not yet
canceled, (ii) shall be registered in the name of the Depositary for such Global
Security  or  Securities  or the  nominee  of such  Depositary,  (iii)  shall be
delivered  by the Trustee to such  Depositary  or pursuant to such  Depositary's
instructions and (iv) shall bear a legend substantially to the following effect:
"Unless  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."

Section 3.04      Temporary Securities.

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


<PAGE>
         If  temporary  Securities  of any series are issued,  the Company  will
cause definitive  Securities of that series to be prepared without  unreasonable
delay.  After the  preparation  of  definitive  Securities  of such series,  the
temporary  Securities  of such  series  shall  be  exchangeable  for  definitive
Securities  of such series upon  surrender of the  temporary  Securities of such
series at the office or agency of the  Company  in a Place of  Payment  for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities  of any series the Company  shall execute and the
Trustee shall  authenticate  and deliver 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.

Section 3.05 Registration, Registration of Transfer and Exchange and Book-Entry
             Securities.

         The  Company  shall  cause to be kept at one of its offices or agencies
maintained pursuant to Section 10.02 a register (the register maintained in such
office being herein sometimes 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 exchanges  and  transfers of  Securities.  The
Person  responsible for the maintenance of the Security  Register is referred to
herein as the "Security  Registrar." The Trustee is hereby  initially  appointed
Security  Registrar for the purpose of  registering  Securities and transfers of
Securities  as herein  provided.  The exchange of and the transfer of Securities
also may be registered at the office of Trustee.

         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 Trustee shall  authenticate and deliver,  in the
name of the designated transferee or transferees,  one or more new Securities of
the  same  series,  of any  authorized  denominations  and  of a like  aggregate
principal amount.

         At the option of the Holder,  Securities of any series  (except  Global
Securities)  may be exchanged for other  Securities  of the same series  (except
Global  Securities)  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 Trustee  shall  authenticate  and deliver,  the
Securities which the Holder making the exchange is entitled to receive.

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

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

         No service  charge  shall be made for any  registration  of transfer or
exchange of Securities,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Securities,  other  than
exchanges  pursuant to Section 3.04, 9.06,  11.06,  13.05 or 15.03 not involving
any transfer.

         The Company  shall not be required (i) to issue,  register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
Securities of that series selected for redemption under Section 11.02 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 3.05,  unless and
until  it is  exchanged  in  whole  or in  part  for  Securities  in  definitive
registered  form,  a  Global  Security  representing  all  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 to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

         If at any time the Depositary  for the Securities of a series  notifies
the Company  that it is unwilling  or unable to continue as  Depositary  for the
Securities of such series or if at any time the Depositary for the Securities of
a series shall no longer be registered or in good standing  under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor  Depositary  with respect to the Securities of
such series. If a successor  Depositary for the Securities of such series is not
appointed by the Company  within 90 days after the Company  receives such notice
or becomes aware of such condition,  the Company shall execute, and the Trustee,
upon  receipt  of a  Company  Order  for  the  authentication  and  delivery  of
definitive  Securities of such series, shall authenticate and deliver Securities
of such series in definitive form 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.

         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 shall execute, and the Trustee,  upon receipt of a Company Order for
the authentication and delivery of definitive  Securities of such series,  shall
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.
<PAGE>
         If specified by the Company  pursuant to Section 3.01 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 Trustee shall authenticate and
deliver, without service charge,

(i)               to the Person  specified by such  Depositary a new Security or
                  Securities of the same series, of any authorized  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, in authorized  denominations,  such Global  Security  shall be
canceled by the Trustee.  Securities  in  definitive  registered  form issued in
exchange for a Global Security pursuant to this Section 3.05 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 not be
liable for any delay in delivery of such  instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.  The Trustee shall,
at Company expense,  deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.

Section 3.06      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee,  together with
such other security or indemnity as may be reasonably required by the Trustee to
save it harmless,  the Company shall execute and the Trustee shall  authenticate
and deliver in exchange  therefor a new  Security of the same series and of like
tenor  and  principal   amount  and  bearing  a  number  not   contemporaneously
outstanding.

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

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

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

         Every new  Security of any series  issued  pursuant to this  Section in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and  all  other  Securities  of  that  series  duly  issued  hereunder.  The
provisions  of this  Section are  exclusive  and shall  preclude  (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

Section 3.07      Payment of Interest; Interest Rights Preserved.

         Except as  otherwise  provided  as  contemplated  by Section  3.01 with
respect to any series of Securities,  interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest  Payment Date shall
be paid to the Person in whose name that  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such interest.  The Company and the Trustee  understand that interest on any
Global  Security will be disbursed or credited by the  Depositary to the Persons
having ownership  thereof pursuant to a book entry or other system maintained by
the Depositary.

         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 Clause (2) below:


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

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

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

Section 3.08      Persons Deemed Owners.

         The  Company,  the  Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such  Security is  registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and  (subject to Section  3.07)  interest on such  Security  and for all
other purposes whatsoever,  whether or not such Security be overdue, and neither
the  Company,  the Trustee nor any agent of the Company or the Trustee  shall be
affected by notice to the contrary.

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

Section 3.09      Cancellation.

         Unless otherwise  specified  pursuant to Section 3.01(7) for Securities
of any series all Securities surrendered for payment,  redemption,  registration
of transfer or exchange or for credit against any mandatory sinking fund payment
shall, if surrendered to any Person other than the Trustee,  be delivered to the
Trustee  and shall be  promptly  canceled  by it.  The  Company  may at any time
deliver to the Trustee for cancellation any Securities previously  authenticated
and  delivered  hereunder  which the  Company  may have  acquired  in any manner
whatsoever,  and all Securities so delivered  shall be promptly  canceled by the
Trustee,  except that if a Global Security is so surrendered,  the Company shall
execute and the Trustee shall  authenticate  and deliver to the  Depositary  for
such  Global  Security,  without  service  charge,  a  new  Global  Security  or
Securities  in a  denomination  equal to and in exchange  for the portion of the
Global  Security so surrendered not to be paid,  redeemed,  repaid or registered
for transfer or exchange or for credit.  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 in accordance with its customary procedures and
a certificate of  disposition  shall be delivered to the Company,  unless,  by a
Company Order,  the Company shall direct the canceled  Securities be returned to
it.


<PAGE>
Section 3.10      Computation of Interest.

         Except as  otherwise  specified  as  contemplated  by Section  3.01 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE IV.
                           SATISFACTION AND DISCHARGE

Section 4.01      Satisfaction and Discharge of Indenture.

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

(1)      either:

               (A) all Securities of such series  theretofore  authenticated and
          delivered (other than (i) Securities  which have been destroyed,  lost
          or stolen and which have been  replaced or paid as provided in Section
          3.06 and (ii) Securities for whose payment money has theretofore  been
          deposited in trust or segregated  and held in trust by the Company and
          thereafter  repaid to the Company or  discharged  from such trust,  as
          provided  in Section  10.03)  have been  delivered  to the Trustee for
          cancellation; or

               (B) all  Securities of such series not  theretofore  delivered to
          the Trustee for cancellation (i) have become due and payable, or

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

               (ii) 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  irrevocably  deposited  or  caused to be
                           irrevocably deposited with the Trustee as trust funds
                           in trust for the purpose sums  sufficient  to pay and
                           discharge the entire  indebtedness on such Securities
                           not   theretofore   delivered   to  the  Trustee  for
                           cancellation, for principal (and premium, if any) and
                           interest to the date of such  deposit (in the case of
                           Securities  which have become due and  payable) or to
                           the Stated  Maturity or Redemption  Date, as the case
                           may be; and

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

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

         Notwithstanding  the  satisfaction and discharge of this Indenture with
respect to the Securities of a particular series, the obligations of the Company
to the Trustee under Section 6.07,  the  obligations,  if any, of the Trustee to
any  Authenticating  Agent  under  Section  6.14 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  4.02  and the  last
paragraph of Section 10.03, in each case with respect to such Securities,  shall
survive.

         Notwithstanding  the  cessation,   termination  and  discharge  of  all
obligations,  covenants and  agreements of the Company under this Indenture with
respect to any  series of  Securities,  the  obligations  of the  Company to the
Trustee under Section 6.07,  the  obligations  of the Trustee under Section 4.02
and the last  paragraph  of Section  10.03 shall  survive  with  respect to such
series of Securities.

Section 4.02      Application of Trust Money.

         Subject to the provisions of the last  paragraph of Section 10.03,  all
money deposited with the Trustee pursuant to Section 4.01 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 whose  payment  such money has been  deposited  with the
Trustee. All money deposited with the Trustee pursuant to Section 4.01 (and held
by it or any Paying Agent) for the payment of Securities  subsequently converted
into Common Stock shall be returned to the Company upon Company Request.


<PAGE>
                                   ARTICLE V.
                                    REMEDIES

Section 5.01      Events of Default.

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

     (1) failure to pay  principal of (or  premium,  if any, on) any Security of
that series at its Maturity, upon redemption or otherwise; or

     (2) failure to pay any interest  upon any Security of that series when due,
and the default continues for 30 days; or

     (3) default in the deposit of any mandatory sinking fund payment,  when and
as due by the terms of the  Securities of that series,  and  continuance of such
default for a period of 30 days; or

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

     (5) a  default  under  any  bond,  debenture,  note or  other  evidence  of
indebtedness for money borrowed by the Company (including a default with respect
to Senior Debt Securities or Securities of any series other than that series) or
under  any  mortgage,   indenture  (including  this  Indenture  and  the  Senior
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 or
any  Subsidiary  (each such bond,  debenture,  note,  evidence of  indebtedness,
mortgage,  indenture  or  instrument  being  referred to as a "Loan  Document"),
whether  such  indebtedness  now exists or shall  hereafter  be  created,  which
default shall constitute a failure to pay the principal of such  indebtedness at
final maturity after the expiration of any applicable  grace period with respect
thereto or shall have resulted in such  indebtedness  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 within a period of 15 days after
there shall have been given,  by registered or certified mail, to the Company by
the  Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal  amount of the Outstanding  Securities of that series a written notice
specifying such default and requiring the Company to cause such  indebtedness to
be discharged or such  acceleration to be rescinded or annulled and stating that
such notice is a "Notice of Default"  hereunder,  if the  aggregate  outstanding
principal  amount of indebtedness  under the Loan Document with respect to which
such  default or  acceleration  has  occurred  exceeds  $20  million;  provided,
however,  that if such default  under such Loan  Document  shall be cured by the
Company or be waived by the holders of such indebtedness or if such acceleration
shall be rescinded  or  annulled,  in each case as may be permitted by such Loan
Document, then the Event of Default hereunder by reason of such default shall be
deemed likewise to have been thereupon cured or waived;  and provided,  further,
that, subject to the provisions of Sections 6.01 and 6.02, the Trustee shall not
be deemed to have knowledge of such default or acceleration  unless either (A) a
Responsible  Officer of the Trustee shall have actual  knowledge of such default
or  acceleration  or (B) the Trustee shall have received  written notice thereof
from the Company,  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 or any  Subsidiary  in an
involuntary  case or  proceeding  under the entry by any  applicable  Federal or
State  bankruptcy,  insolvency,  reorganization  or other  similar  law or (B) a
decree or order adjudging the Company or any Subsidiary a bankrupt or insolvent,
or approving as properly filed a petition seeking  reorganization,  arrangement,
adjustment  or  composition  of or in respect of the  Company or any  Subsidiary
under any applicable Federal or State law, or appointing a custodian,  receiver,
liquidator,  assignee,  trustee,  sequestrator or other similar  official of the
Company  or any  Subsidiary  or of any  substantial  part  of its  property,  or
ordering the winding up or  liquidation of its affairs,  and the  continuance of
any such decree or order for relief or any such other  decree or order  unstayed
and in effect for a period of 60 consecutive days; or

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


<PAGE>
         Upon receipt by the Trustee of any proposed  Notice of Default from any
Holder  with  respect  to  Securities  of a  series  all or  part  of  which  is
represented  by a Global  Security,  a record  date  shall  be  established  for
determining Holders of Outstanding Securities of such series entitled to join in
such  proposed  Notice of  Default,  which  record date shall be at the close of
business on the day the Trustee  receives such proposed  Notice of Default.  The
Holders on such record date,  or their duly  designated  proxies,  and only such
Persons,  shall be entitled to join in such proposed Notice of Default,  whether
or not such Holders remain Holders after such record date; provided, that unless
Holders of at least 25% in principal  amount of the  Outstanding  Securities  of
such series,  or their  proxies,  shall have joined in such  proposed  Notice of
Default prior to the day which is 90 days after such record date,  such proposed
Notice of Default shall  automatically  and without further action by any Holder
be canceled and of no further effect.  Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder,  from giving (i) after expiration of such 90-day
period,  a new  proposed  Notice of Default  identical  to a proposed  Notice of
Default  which  has been  canceled  pursuant  to the  proviso  to the  preceding
sentence,  or (ii) during any such 90-day period, an additional  proposed Notice
of Default with respect to any new or different fact or circumstance  permitting
the giving of a proposed  Notice of Default with respect to  Securities  of such
series,  in  either  of which  events a new  record  date  shall be  established
pursuant to the  provisions  of this Section 5.01.  Any such proposed  Notice of
Default shall be considered a Notice of Default  hereunder at such time, if any,
that Holders of at least 25% in principal  amount of the Outstanding  Securities
shall have joined in such proposed  Notice of Default by giving timely notice to
the Trustee hereunder.

Section 5.02      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to  Securities of any series (other
than an Event of  Default  specified  in Section  5.01(5)  or (6)),  at the time
Outstanding  occurs and is  continuing,  then in every such case, the Trustee or
the  Holders  of not  less  than  25% in  principal  amount  of the  Outstanding
Securities  of that series may declare the  principal  amount (or, if any of the
Securities of that series are Original Issue Discount  Securities,  such portion
of the  principal  amount of such  Securities  as may be  specified in the terms
thereof)  of all  of the  Securities  of  that  series  to be  due  and  payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by Holders),  and upon any such  declaration such principal amount (or specified
amount) shall become immediately due and payable.  Upon payment of said amounts,
all  obligations  of the  Company in respect  of  payment  of  principal  of the
Securities of such series shall terminate.  Notwithstanding the foregoing, if an
Event of Default  specified in Section 5.01(6) or (7) hereof occurs with respect
to the Company,  all  Outstanding  Securities  shall become  immediately due and
payable without further action or notice.

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

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

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

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

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

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

     (2) all Events of Default with respect to Securities of that series,  other
than the  non-payment  of the  principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.13.


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

         Upon  receipt  by the  Trustee  of  written  notice  declaring  such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining  Holders of Outstanding  Securities of such
series entitled to join in such notice,  which record date shall be at the close
of business on the day the Trustee  receives  such  notice.  The Holders on such
record date, or their duly designated proxies,  and only such Persons,  shall be
entitled to join in such  notice,  whether or not such  Holders  remain  Holders
after such record date; provided,  that unless such declaration of acceleration,
or rescission and annulment,  as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which  is 90 days  after  such  record  date,  such  notice  of  declaration  of
acceleration,   or  rescission  and  annulment,   as  the  case  may  be,  shall
automatically  and without  further  action by any Holder be canceled  and of no
further effect.  Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, (i) after expiration of such 90-day period, a new written
notice of declaration of  acceleration or rescission and annulment  thereof,  as
the case may be, that is identical to a written  notice which has been  canceled
pursuant  to the  proviso to the  preceding  sentence,  or (ii)  during any such
90-day period, an additional  written notice of declaration of acceleration with
respect  to  Securities  of such  series,  or an  additional  written  notice of
rescission and annulment of any declaration of acceleration  with respect to any
other Event of Default with respect to Securities  of such series,  in either of
which events a new record date shall be  established  pursuant to the provisions
of this Section 5.02.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if:

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

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

     (3) default is made in the making or satisfaction of any mandatory  sinking
fund payment when it becomes due pursuant to the terms of the  securities of any
series,

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 on any overdue interest, at the rate
or rates prescribed  therefor in such Securities and, in addition thereto,  such
further  amount  as shall be  sufficient  to cover the  costs  and  expenses  of
collection,  including the reasonable compensation,  expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If 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, but shall
not be obligated to,  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 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 or any other  obligor
upon such Securities, wherever situated.


<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 5.04      Trustee May File Proofs of Claim.

         In case of any  judicial  proceeding  relative  to the  Company (or any
other obligor upon the Securities),  its property or its creditors,  the Trustee
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have  claims of the  Holders  and the  Trustee  allowed  in any such
proceeding.  In particular,  the Trustee shall be authorized to file and prove a
claim for the whole amount of principal,  premium and interest  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 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 to collect and receive any moneys or other property  payable or
deliverable  on any such claims and to distribute  the same;  and any custodian,
receiver, assignee, trustee, liquidator,  sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee  shall consent to the
making of such  payments  directly  to the  Holders,  to pay to the  Trustee any
amount  due it for the  reasonable  compensation,  expenses,  disbursements  and
advances of the Trustee,  its agents and counsel,  and any other amounts due the
Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the Trustee
to  authorize  or consent to or accept or adopt on behalf of any Holder any plan
of  reorganization,   arrangement,   adjustment  or  composition  affecting  the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 5.05      Trustee May Enforce Claims Without Possession of Securities.

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

Section 5.06      Application of Money Collected.

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


<PAGE>
     FIRST: To the payment of all amounts due the Trustee under Section 6.07;

     SECOND:  To the payment of the amounts then due and unpaid for principal of
(and premium,  if any) and interest on the  Securities of such series 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 Company or to whomsoever may be lawfully
entitled to receive the same as a court of competent jurisdiction may direct.

Section 5.07      Limitation on Suits.

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

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

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

     (3) such Holder or Holders have offered to the Trustee reasonable  security
or  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 of the Holders of Outstanding  Securities of any other
series,  or to obtain or to seek to obtain priority or preference over any other
of such  Holders or to enforce  any right  under this  Indenture,  except in the
manner  herein  provided  and for the equal and  ratable  benefit of all of such
Holders.

Section 5.08 Unconditional Right of Holders to Receive Principal, Premium
             and Interest.

         Notwithstanding  any other provision in this  Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  unconditional,  to
receive  payment of the  principal  of (and  premium,  if any) and  (subject  to
Section  3.07)  interest on such  Security on the Stated  Maturity or Maturities
expressed in such  Security  (or, in the case of  redemption or repayment at the
option of the Holder,  on the Redemption Date or the Repayment Date, as the case
may be) and (if the terms of such  Security so  provide)  to have such  Security
converted into Common Stock pursuant to Article XV and to institute suit for the
enforcement  of any such  payment or  conversion,  and such rights  shall not be
impaired without the consent of such Holder.

Section 5.09      Restoration of Rights and Remedies.

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

Section 5.10      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  3.06,  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.


<PAGE>
Section 5.11      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 5.12      Control by Holders.

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

     (1) such  direction  shall not be in conflict  with any rule of law or with
this  Indenture,   expose  the  Trustee  to  personal  liability  or  be  unduly
prejudicial to Holders not joining therein, and

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

         Upon  receipt by the  Trustee  of any such  direction  with  respect to
Securities of a series all or part of which is represented by a Global Security,
a record  date shall be  established  for  determining  Holders  of  Outstanding
Securities of such series entitled to join in such direction,  which record date
shall be  determined  in accordance  with Section  1.04(e).  The Holders on such
record date, or their duly designated proxies,  and only such Persons,  shall be
entitled to join in such  direction,  whether or not such Holders remain Holders
after such record date; provided,  that unless Holders of at least a majority in
principal amount of the outstanding Securities of such series, or their proxies,
shall have been joined in such direction prior to the day which is 90 days after
such record date, such direction shall  automatically and without further action
by any Holder be canceled and of no further  effect.  Nothing in this  paragraph
shall  prevent  a  Holder,  or a proxy  of a  Holder,  from  giving,  (i)  after
expiration of such 90-day period, a new direction identical to a direction which
has been canceled  pursuant to the provisions to the preceding  sentence or (ii)
during any such 90-day period a new direction contrary to or different from such
direction,  in either of which  events a new record  date  shall be  established
pursuant to the provisions of this Section 5.12.

Section 5.13      Waiver of Defaults.

         By Act  delivered  to the Company and the  Trustee,  the Holders of not
less than a majority in principal  amount of the  Outstanding  Securities of any
affected  series  may on behalf of the  Holders  of all the  Securities  of such
series waive any existing Event of Default hereunder with respect to such series
and its consequences (including an acceleration and its consequences,  including
any related  payment  default that resulted from such  acceleration),  except an
Event of Default:

(1)               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  mandatory  sinking fund  installment  with respect to the
                  Securities of such series, or

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


<PAGE>
         The Company may,  but shall not be obligated  to, fix a record date for
the  purpose of  determining  the  Persons  entitled  to waive any past  default
hereunder.  If a record date is fixed, the Holders on such record date, or their
duly designated proxies,  and only such Persons,  shall be entitled to waive any
default hereunder,  whether or not such Holders remain Holders after such record
date;  provided,  that unless such majority in principal  amount shall have been
obtained  prior to the date which is 90 days after such  record  date,  any such
waiver  previously given shall  automatically  and without further action by any
Holder be canceled and of no further effect.

         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 5.14      Undertaking for Costs.

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section nor the Trust  Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment  in any suit  instituted  by the Trustee,  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 by any Holder for the enforcement
of the  payment of the  principal  of (or  premium,  if any) or  interest on any
Security on or after the Stated Maturity  expressed in such Security (or, in the
case of  redemption  or repayment  at the option of the Holder,  on or after the
Redemption Date or Repayment Date, as the case may be, and (if the terms of such
Security so provide) to have such Security  converted into Common Stock pursuant
to Article XV).

Section 5.15      Waiver of Stay or Extension Laws.

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

                                  ARTICLE VI.
                                   THE TRUSTEE

Section 6.01      Certain Duties and Responsibilities.

(a)      Except during the continuance of an Event of Default

(1)               the Trustee  undertakes  to perform  such duties and only 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
                  conclusively  rely, as to the truth of the  statements and the
                  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 of this  Indenture are  specifically  required to be
                  furnished to the Trustee, the Trustee shall be under a duty to
                  examine the same to  determine  whether or not they conform to
                  the requirements of this Indenture.


<PAGE>
(b) In case an Event of Default  has  occurred  and is  continuing,  the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

(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:

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

     (2) 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;

     (3) 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  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; and

     (4) no provision of this  Indenture  shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its  duties  hereunder,  or in the  exercise  of any of its  rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate  indemnity  against such risk or  liability is not  reasonably
assured to it.

(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 6.02      Notice of Defaults.

         Within 90 days  after the  occurrence  of any  default  hereunder  with
respect to Securities of any series,  the Trustee shall  transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the  payment of the  principal,  premium or interest on
any  Security  of such series or in the payment of any  mandatory  sinking  fund
installment with respect to the Securities of such series,  the Trustee shall be
protected in  withholding  such notice if and so long as the board of directors,
the executive committee of the board of directors and/or Responsible Officers of
the Trustee in good faith  determine  that the  withholding of such notice is in
the  interests of the Holders of the  Securities  of such series;  and provided,
further,  that in the case of any default of the character  specified in Section
5.01(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.

Section 6.03      Certain Rights of Trustee.

Subject to the provisions of Section 6.01:

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

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

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

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


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

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

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

(h) the Trustee shall not be required to take notice or be deemed to have notice
of any default  hereunder  (except failure by the Company to pay principal of or
interest  on any series of  Securities  so long as the Trustee is also acting as
Paying  Agent  for such  series  of  Securities)  unless  the  Trustee  shall be
specifically  notified in writing of such  default by the Company by the Holders
of at least 10% in aggregate principal amount of all Outstanding Securities, and
all such notices or other instruments required by this Indenture to be delivered
to the Trustee  must,  in order to be  effective,  be delivered at the principal
Corporate  Trust  Office of the  Trustee,  and in the absence of such notice the
Trustee may conclusively assume there is no default except as aforesaid.

Section 6.04      Not Responsible for Recitals or Issuance of Securities.

         The  recitals  contained  herein  and in  the  Securities,  except  the
Trustee's  certificates of  authentication,  shall be taken as the statements of
the  Company,   and  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.  The Trustee
or any Authenticating  Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds  thereof.  The Trustee shall not be
deemed to have knowledge of the identity of any  Subsidiary  unless either (A) a
Responsible  Officer of the Trustee shall have actual  knowledge  thereof or (B)
the Trustee shall have received  written  notice thereof from the Company or any
Holder.

Section 6.05      May Hold Securities.

         The Trustee,  any Authenticating  Agent, any Paying Agent, any Security
Registrar  or any other agent of the  Company,  in its  individual  or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.08 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were  not  Trustee,  Authenticating  Agent,  Paying  Agent,  Security
Registrar or such other agent.

Section 6.06      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.


<PAGE>
Section 6.07      Compensation and Reimbursement.

         The Company agrees:

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

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

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

         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 funds held
in trust for the benefit of the Holders of particular Securities.

Section 6.08      Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of Section 3.10 of the Trust  Indenture  Act,  the Trustee  shall either
eliminate such interest or resign,  to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed
to have a conflicting  interest with respect to the  Securities of any series by
virtue of being Trustee with respect to the Securities of any particular  series
of Securities except as may be otherwise provided by the terms of the Securities
of that series.

Section 6.09      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and has a
combined capital and surplus of at least  $50,000,000.  If such Person publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of Federal, State,  Territorial or District of Columbia supervising or examining
authority,  then for the  purposes of this  Section,  the  combined  capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section,  it  shall  resign  immediately  in the  manner  and  with  the  effect
hereinafter specified in this Article.

Section 6.10      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 6.11.

(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 6.11 shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.


<PAGE>
(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:

(1)               the  Trustee  shall  fail to comply  with  Section  6.08 after
                  written  request  therefor by the Company or by any Holder who
                  has been a bona  fide  Holder of a  Security  for at least six
                  months, or

(2)               the Trustee shall cease to be eligible  under Section 6.09 and
                  shall fail to resign  after  written  request  therefor by the
                  Company or by any such Holder, or

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

then,  in any such case,  (i) the Company by a Board  Resolution  may remove the
Trustee with respect to any or all Securities,  or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of competent  jurisdiction for the removal of the Trustee with respect to any or
all  Securities  and the  appointment  of a successor  Trustee or Trustees  with
respect to such series.

(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 Board Resolution,  shall
promptly appoint a successor  Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and  that at any  time  there  shall be only one  Trustee  with  respect  to the
Securities  of any  particular  series)  and shall  comply  with the  applicable
requirements  of Section  6.11.  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 that or those 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  6.11,  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  6.11,  any  Holder  who has been a bona fide  Holder of a
Security  of such  series for at least six months  may, on behalf of himself and
all others similarly situated,  petition any court of competent jurisdiction for
the  appointment  of a successor  Trustee with respect to the Securities of such
series.

(f) The Company  shall give notice of each  resignation  and each removal of the
Trustee with respect to the  Securities of any series and each  appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.06. Each notice of
appointment  shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


<PAGE>
Section 6.11      Acceptance of Appointment by Successor.

(a) In case of the appointment  hereunder of a successor Trustee with respect to
all  Securities,  every such  successor  Trustee  so  appointed  shall  execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting  such  appointment,  and 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 6.07.

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

(c) Upon request of any such  successor  Trustee,  the Company shall execute any
and all  instruments  for more fully and certainly  vesting in and confirming to
such  successor  Trustee  all such  rights,  powers  and trusts  referred  to in
paragraph (a) 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 6.12      Merger, Conversion, Consolidation or Succession to Business.

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


<PAGE>
Section 6.13      Preferential Collection of Claims Against Company.

         If and when the  Trustee  shall be or become a creditor  of the Company
(or any other obligor upon the Securities),  the Trustee shall be subject to the
provisions of Section 3.11 of the Trust  Indenture Act regarding the  collection
of such claims against the Company (or any such other  obligor).  A Trustee that
has  resigned or been  removed  shall be subject to and comply with said Section
3.11 to the extent required thereby.

Section 6.14      Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to one or more series of  Securities  (which may be an Affiliate of the Company)
which  shall be  authorized  to act on behalf  of the  Trustee  to  authenticate
Securities  issued  upon  registration  of  transfer  or partial  redemption  or
repayment  thereof or pursuant to Section 3.06, and Securities so  authenticated
shall be  entitled  to the  benefits  of this  Indenture  and shall be valid and
obligatory  for all  purposes  as if  authenticated  by the  Trustee  hereunder.
Wherever  reference is made in this Indenture to the authentication and delivery
of  Securities by the Trustee or the Trustee's  certificate  of  authentication,
such reference shall be deemed to include  authentication and delivery on behalf
of the Trustee by an  Authenticating  Agent and a certificate of  authentication
executed  on  behalf  of  the   Trustee  by  an   Authenticating   Agent.   Each
Authenticating  Agent shall be  acceptable to the Company and shall at all times
be a  corporation  organized and doing  business and in good standing  under the
laws of the United  States of America,  any State or the  District of  Columbia,
authorized  under such laws to act as  Authenticating  Agent,  having a combined
capital and surplus of no less than  $50,000,000  and subject to  supervision or
examination  by  Federal  or  State  authority.  If  such  Authenticating  Agent
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of said supervising or examining  authority,  then for the purposes
of this Section,  the combined capital and surplus of such Authenticating  Agent
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating Agent
shall cease to be eligible in  accordance  with the  provisions of this Section,
such  Authenticating  Agent shall resign  immediately in the manner and with the
effect specified in this Section.

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

         An Authenticating  Agent 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 for such  series  by giving  written  notice
thereof to such Authenticating  Agent and to the Company.  Upon receiving such a
notice of resignation  or upon such a  termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this  Section,  the Trustee of such series may appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid,  to all
Holders of  Securities  of the series with respect to which such  Authenticating
Agent will serve, as their names and addresses appear in the Security  Register.
Any successor Authenticating Agent upon acceptance of its appointment thereunder
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.

         Except with respect to an Authenticating Agent appointed at the request
of the Company, the Trustee agrees to pay to each Authenticating Agent from time
to time  reasonable  compensation  for its services under this Section,  and the
Trustee shall be entitled to be reimbursed  for such  payments,  pursuant to the
provisions of Section 6.07.


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

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

--------------------------------------,
as Trustee

,
as Trustee

By:
As Authenticating Agent

By:
Authorized Officer

                                  ARTICLE VII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01      Company to Furnish Trustee Names and Addresses of Holders.

         With respect to each series of Securities,  the Company will furnish or
cause to be furnished to the Trustee for the Securities of such Series

(a)               semiannually,  not more than 15 days after each Regular Record
                  Date  relating  to that  series  (or,  if there is no  Regular
                  Record Date  relating to that series,  on June 30 and December
                  31),  a list,  in such  form as such  Trustee  may  reasonably
                  require,  of the names and  addresses  of the  Holders of that
                  series as of such date, and

(b)               at such other  times as the  Trustee  may  request in writing,
                  within 30 days after the  receipt  by the  Company of any such
                  request,  a list of similar  form and content as of a date not
                  more than 15 days  prior to the time  such list is  furnished;
                  provided,  however,  that  if and so long  as the  Trustee  is
                  Security  Registrar with respect to Securities of a particular
                  series no such list  shall be  required  with  respect  to the
                  Securities of such series.

Section 7.02      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  7.01 and the names and
addresses  of Holders  received  by the  Trustee  in its  capacity  as  Security
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

(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
information  as to the names and  addresses of the Holders made  pursuant to the
Trust Indenture Act.

Section 7.03      Reports by Trustee.

(a) Within 60 days after May 15 of each year  commencing with the year 1999, the
Trustee shall  transmit to Holders such reports  concerning  the Trustee and its
actions under this Indenture as may be required  pursuant to the Trust Indenture
Act if and to the extent and in the manner provided pursuant thereto.

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


<PAGE>
Section 7.04      Reports by Company.

(a) The Company shall file with the Trustee and the Commission,  and transmit to
Holders,  such  information,  documents and other  reports,  and such  summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents  or reports  required  to be filed  with the  Commission  pursuant  to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be
filed with the Trustee  within 15 days after the same is so required to be filed
with  the   Commission.   Delivery  of  such  reports  to  the  Trustee  is  for
informational  purposes only and the Trustee's receipt of such reports shall not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information  contained  therein,   including  the  Company's
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).

(b) Commencing  one year from the date hereof,  the Company shall furnish to the
Trustee  annually the notice required by Section ____ hereof (if required) and a
statement as to the performance by the Company of its obligations  hereunder and
as to any Event of Default.

Section 7.05      Holders' Meetings.

(a) A meeting of Holders of any or all series may be called at any time and from
time to time  pursuant to the  provisions  of this  Section  7.05 for any of the
following purposes:

     (1) to give any notice to the Company or to the Trustee for such series, or
to give any  directions  to the  Trustee for such  series,  or to consent to the
waiving of any  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 V;

     (2) to remove the Trustee  for such series and appoint a successor  Trustee
pursuant to the provisions of Article VI;

     (3) to consent to the execution of an indenture or supplemental  indentures
hereto pursuant to the provisions of Section 9.02;

     (4) to take any other action  authorized to be taken by or on behalf of the
Holders  of  any  specified   aggregate  principal  amount  of  the  Outstanding
Securities of any one or more or all series, as the case may be, under any other
provision of this Indenture or under applicable law.

(b) The Trustee for any series may at any time call a meeting of Holders of such
series to take any action specified in paragraph (a) of this Section 7.05, to be
held at such time or times and at such place or places as the  Trustee  for such
series shall  determine.  Notice of every  meeting of the Holders of any series,
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 given to Holders of such
series in the manner and to the extent  provided  in Section  1.05.  Such notice
shall be given  not less  than 20 days nor more  than 90 days  prior to the date
fixed for the meeting.

(c) In case at any time the  company,  pursuant  to a Board  Resolution,  or the
Holders  of at  least  10% in  aggregate  principal  amount  of the  Outstanding
Securities  of a  series  or of all  series,  as the  case  may be,  shall  have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written  request  setting forth in  reasonable  detail the action
proposed to be taken at the  meeting,  and the Trustee  shall not have given the
notice of such meeting  within 20 days after the receipt of such  request,  then
the  Company or such  Holders may  determine  the time or times and the place or
places  for  such  meetings  and may  call  such  meetings  to take  any  action
authorized by giving notice thereof as provided in the preceding paragraph.


<PAGE>
(d) to be  entitled  to vote at any  meeting of Holders a Person  shall be (a) a
Holder of a Security of the series with  respect to which such  meeting is being
held or (b) a Person  appointed by an instrument in writing as agent or proxy by
such Holder. 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 for the series with respect
to which such meeting is being held and its counsel and any  representatives  of
the Company and its counsel.

(e) Notwithstanding any other provisions of this Indenture,  the Trustee for any
series may make such  reasonable  regulations  as it may deem  advisable for any
meeting  of  Holders  of such  series,  in  regard  to proof of the  holding  of
Securities of such series 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.

         The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company  or by Holders  of such  series as  provided  in  paragraph  (c) of this
Section 7.05, in which case the Company or the Holders  calling the meeting,  as
the case may be, shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by a majority
vote of the meeting.

         Subject to the  provisos in the  definition  of  "Outstanding,"  at any
meeting each Holder of a Debt  Security of the series with respect to which such
meeting is being held or proxy  therefor  shall be entitled to one vote for each
$1,000  principal  amount  (or  such  other  amount  as shall  be  specified  as
contemplated  by Section 3.01) of Securities of such series held or  represented
by him; PROVIDED,  HOWEVER, that no vote shall be cast or counted at any meeting
in  respect  of any  Security  challenged  as not  Outstanding  and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other  than by virtue of  Outstanding  Securities  of such
series held by him or instruments in writing duly  designating him as the person
to vote on behalf of Holders of Debt  Securities of such series.  Any meeting of
Holders  with  respect  to which a  meeting  was  duly  called  pursuant  to the
provisions  of paragraph  (b) or (c) of this Section 7.05 may be adjourned  from
time to time by a majority of such  Holders  present and the meeting may be held
as so adjourned without further notice.

(f) Voting.  The vote upon any  resolution  submitted  to any meeting of Holders
with respect to which such meeting is being held shall be by written  ballots on
which  shall  be  subscribed   the  signatures  of  such  Holders  or  of  their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent  chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any  resolution  and who shall make and file with the  secretary  of the meeting
their verified written reports in duplicate of all votes cast at the meeting.  A
record in  duplicate  of the  proceedings  of each  meeting of Holders  shall be
prepared  by the  secretary  of the  meeting and there shall be attached to said
record the  original  reports of the  inspectors  of votes on any vote by ballot
taken  thereat and  affidavits  by one or more persons  having  knowledge of the
facts  setting  forth a copy of the notice of the meeting and showing  that said
notice was  transmitted  as provided in paragraph (b) of this Section 7.05.  The
record  shall show the serial  numbers of the  Securities  voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

         Any record so signed and verified  shall be conclusive  evidence of the
matters therein stated.

(g) Nothing  contained  in this  Section  7.05 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 any Holder under any of the provisions of this Indenture or of the
Securities of any series.


<PAGE>
                                 ARTICLE VIII.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01      Company May Consolidate, Etc., Only on Certain Terms.

(a) The  Company  shall  not  consolidate  with or merge  with or into any other
Person or sell, assign,  transfer,  lease, convey or otherwise dispose of all or
substantially all of its property or assets to any Person unless:

     (1) in case the Company shall consolidate with or merge into another Person
or  sell,  assign,  transfer,  lease,  convey  or  otherwise  dispose  of all or
substantially all of its property or assets to any Person in one or more related
, the Person formed by such consolidation or into which the Company is merged or
the Person which  acquires by  conveyance  or  transfer,  or which  leases,  the
properties  and assets of the  Company be either the  Company or a  corporation,
shall be organized and validly  existing  under the laws of the United States of
America,  any State  thereof or the  District  of Columbia  and shall  expressly
assume,  by an indenture  supplemental  hereto,  executed  and  delivered to the
Trustee,  all obligations  hereunder,  including the due and punctual payment of
the  principal  of and any premium and  interest on all the  Securities  and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed;

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

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

         Notwithstanding  the  foregoing,  any  Subsidiary  of the  Company  may
consolidate  with,  merge into or  transfer  all or part of its  properties  and
assets to the Company.

Section 8.02      Successor Substituted.

         Upon any  consolidation  of the Company  with, or merger of the Company
into, any other Person or any sale, assignment,  transfer,  lease, conveyance or
other  disposition of all or substantially  all of the property or assets of the
Company in  accordance  with Section 8.01,  the successor  Person formed by such
consolidation or into which the Company is merged or to which such sell, assign,
transfer,  lease, convey or otherwise dispose of all or substantially all of its
property or assets is made shall  succeed to, and be  substituted  for,  and may
exercise  every right and power of, the Company  under this  Indenture  with the
same effect as if such  successor  Person had been named as the Company  herein,
and thereafter,  except in the case of a lease, the predecessor  Person shall be
relieved  of  all  obligations  and  covenants  under  this  Indenture  and  the
Securities. In the case of a lease, the predecessor Person shall not be released
from its obligations to pay the principal of,  premium,  if any, and interest on
the  Securities.  All  Securities  issued by the  successor  Person shall in all
respects  have  the  same  legal  priority  as  the  Securities  theretofore  or
thereafter  authenticated,  issued and delivered in accordance with the terms of
this Indenture.


<PAGE>
                                  ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.01      Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

     (5) to add to, change or eliminate any of the provisions of this Indenture,
including,  without  limitation,  and  notwithstanding  any other clause in this
Section 9.01,  Sections 1.01 and 5.01,  and Articles X and XV, in respect of one
or more  series  of  Securities,  provided  that any such  addition,  change  or
elimination  (i) shall  neither  (A)apply to any Security of any series  created
prior to the  execution  of such  supplemental  indenture  and  entitled  to the
benefit  of such  provision  nor (B) modify the rights of the Holder of any such
Security with respect to such provision or (ii) shall become effective only when
there is no such Security Outstanding; or

     (6) to secure the Securities pursuant to Sections 8.01 or otherwise; or

     (7) to establish the form or terms of Securities of any series as permitted
by Sections 2.01 and 3.01; or

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

     (9) to add to or change any  provisions of this Indenture to such extent as
shall  be  necessary  to  permit  or  facilitate   the  issuance  of  Securities
convertible into other securities; or

     (10) to effectuate the provisions of Section 15.05(b); or

     (11) to supplement  any of the  provisions of this Indenture to such extent
as shall be necessary to permit or facilitate  the  defeasance and discharge and
covenant  defeasance  with  respect  to any  series of  Securities  pursuant  to
Sections  16.02 or 16.03;  provided,  however,  that any such  action  shall not
adversely  affect the  interests of the Holders of  Securities of such series or
any other series of Securities in any material respect; or


<PAGE>
     (12) to add or change or  eliminate  any  provisions  of this  Indenture as
shall be necessary or desirable in accordance  with any  amendments to the Trust
Indenture Act or to comply with any requirements of the Commission in connection
with the qualification of this indenture under the Trust Indenture Act; or

     (13) (A) to cure any  ambiguity,  to correct or  supplement  any  provision
herein which may be defective or inconsistent  with any other provision  herein,
or (B) to make any other provisions with respect to matters or questions arising
under this Indenture,  provided that such action pursuant to this clause (13)(B)
shall not  adversely  affect the  interests of the Holders of  Securities of any
series in any material respect; or

     (14) to change any place or places where (1) the  principal of and premium,
if any,  and  interest,  if any,  on all or any  series of  Securities  shall be
payable, (2) all or any series of Securities may be surrendered for registration
or  transfer,  (3)  all or any  series  of  Securities  may be  surrendered  for
exchange, and 4) notices and demands to or upon the Company in respect of all or
any series of Securities and this Indenture may be served; or

     (15) to waive a default in the payment of the principal of, or interest on,
any Security, except as otherwise provided herein.

Section 9.02      Supplemental Indentures With Consent of Holders.

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

     (1) change the Stated  Maturity of the principal of, or any  installment of
principal  of,  premium,  if any, 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,  the  payment of any  mandatory  sinking  fund or
analogous obligation, change the method of determination of interest thereon, 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 5.02, or adversely affect any right of repayment at
the option of the Holder of any Security,  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 of any Holders of  Securities of a Series
entitled to the conversion rights set forth in Article XV to receive  securities
upon the exercise of such  conversion  rights,  or impair the right to institute
suit for the  enforcement  of any such  payment or delivery  of Common  Stock or
Preferred Stock for Securities  converted pursuant to Article XV on or after the
Stated  Maturity  thereof  (or, in the case of  redemption  or  repayment at the
option of the Holder,  on or after the Redemption Date or Repayment Date, as the
case  may be,  or in the  case of  such  conversion,  on or  after  the  date of
conversion), or

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

     (3) make any  change  in the  provisions  concerning  waivers  of Events of
Default  by Holders or the  rights of  Holders  to  recover  the  principal  of,
premium,  if any, or interest  on, any  Security or waive an Event of Default in
the  payment  of the  principal  of, or  interest  on, any  Security,  except as
otherwise provided for herein, or

     (4) modify any of the  provisions of this Section,  Section 5.13 or Section
10.08,  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 and Section 10.08,  or the deletion of this proviso,  in accordance
with the requirements of Sections 6.11(b) and 9.01(8).


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

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

Section 9.03      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  6.01) 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 9.04      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 9.05      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 9.06      Reference in Securities to Supplemental Indentures.

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

Section 9.07      Notice of Supplemental Indentures.

         Promptly after the execution by the Company and the appropriate Trustee
of any supplemental  indenture,  the Company shall transmit, as provided herein,
to all Holders of any series of the Debt Securities  affected thereby,  a notice
setting forth in general terms the substance of such supplemental indenture.

Section 9.08      Subordination Unimpaired.

         No  supplemental  indenture  executed  pursuant to this  Article  shall
directly or indirectly  modify the provisions of Article XIV in any manner which
might alter the subordination of the Securities.

ARTICLE X.
                                    COVENANTS

Section 10.01     Payment of Principal, Premium and Interest.

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

Section 10.02     Maintenance of Office or Agency.


<PAGE>
         The Company will  maintain in each Place of Payment an office or agency
where  Securities may be presented or surrendered for payment,  where Securities
may be  surrendered  for  registration  of transfer,  conversion or exchange and
where  notices and  demands to or upon the Company in respect of the  Securities
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location,  and any change in the location,  of such office or
agency. If at any time the Company  terminates the appointment of a Paying Agent
or Security  Registrar or conversion  agent or otherwise  shall fail to maintain
any such required  office or agency,  the Company shall use its reasonable  best
efforts to appoint a successor Paying Agent or Security  Registrar or conversion
agent reasonably  acceptable to the Trustee.  If the Company fails to maintain a
Paying Agent or Security  Registrar or conversion agent, the Trustee will act as
such,  and the Company  hereby  appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies where the Securities 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 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 10.03     Money for Securities Payments to Be Held in Trust.

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

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

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

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

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

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


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

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the principal of (and  premium,  if
any) or interest on any Security of any series and  remaining  unclaimed for two
years after such principal (and premium,  if any) or interest has become due and
payable shall be paid to the Company on Company Request, 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 an Authorized Newspaper in
the Borough of Manhattan,  The City of New York,  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 10.04     Corporate Existence.

         Subject to Article  VIII,  the Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence and that of each Subsidiary and the rights (charter and statutory) and
franchises  of the Company and its  Subsidiaries;  provided,  however,  that the
Company  shall not be required to preserve any such right or franchise if in the
judgment of the Company it shall be  necessary,  advisable or in the interest of
the Company to discontinue the same.

Section 10.05     Statement by Officers as to Default.

         Pursuant to Section  3.14(a) of the Trust  Indenture  Act,  the Company
will deliver to the Trustee, within 90 days after the end of each fiscal year of
the Company ending after the date hereof, a certificate  signed by the principal
executive,  financial or accounting  officer of the Company,  stating whether or
not to the best knowledge of the signer thereof the Company is in default in the
performance  and  observance  of any of the  terms,  provisions,  covenants  and
conditions  of  this  Indenture  (without  regard  to any  period  of  grace  or
requirement  of notice  provided,  hereunder)  and, if the  Company  shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

Section 10.06     Payment of Taxes.

         The Company will pay or  discharge  or cause to be paid or  discharged,
before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary.


<PAGE>
Section 10.07     Calculation of Original Issue Discount.

         If any Original Issue Discount  Securities  are issued  hereunder,  the
Company shall file with the Trustee promptly  following the end of each calendar
year  a  written  notice  specifying  the  amount  of  original  issue  discount
(including   daily  rates  and  accrual  periods)  accrued  on  each  series  of
outstanding Original Issue Discount Securities as of the end of such year.

Section 10.08     Waiver of Certain Covenants.

         The  Company  may omit in any  particular  instance  to comply with any
term,  provision or condition set forth in Section  8.01(3) and in Section 10.04
and Sections  10.06 to 10.08,  inclusive,  with respect to the Securities of any
series  if,  before  the time for such  compliance,  the  Holders  of at least a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such  Holders,  either  waive  such  compliance  in such  instance  or
generally waive compliance with such term,  provision or condition,  but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived,  and, until such waiver shall become effective,  the
obligations  of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

ARTICLE XI.
                            REDEMPTION OF SECURITIES

Section 11.01     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  in Section  3.01 for  Securities  of any
series) in accordance with this Article.

Section 11.02     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board 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, of the  principal  amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities  prior to the  expiration  of any  restriction  on such
redemption  provided  in the  terms  of such  Securities  or  elsewhere  in this
Indenture,  the Company shall furnish the Trustee with an Officers'  Certificate
evidencing compliance with such restriction.

Section 11.03     Selection by Trustee of Securities to Be Redeemed.

         If less  than  all the  Securities  of any  series  are to be  redeemed
(unless all of the Securities of such series and of a specified  tenor are to be
redeemed),  the particular  Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption  Date by the Trustee,  from the Outstanding
Securities  of such series not  previously  called for  redemption,  in a manner
which  the  Trustee  deems  fair and  appropriate,  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.  If the
Company  shall so specify and identify the  appropriate  Securities,  Securities
owned of record and  beneficially by the Company or any Subsidiary  shall not be
included in the Securities selected for redemption.

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

         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.


<PAGE>
Section 11.04     Notice of Redemption.

         Notice of redemption shall,  unless otherwise specified by the terms of
the  Securities to be redeemed,  be given not less than 30 nor more than 60 days
prior to the  Redemption  Date, to each Holder of Securities to be redeemed,  in
accordance with Section 1.06.

         All notices of redemption shall state:

(1)      the Redemption Date,

(2)      the Redemption Price,

(3)               that Debt  Securities of such series are being redeemed by the
                  Company pursuant to provisions  contained in this Indenture or
                  the terms of the  Securities of such series or a  supplemental
                  indenture  establishing  such  series,  if such  be the  case,
                  together  with a brief  statement  of  facts  permitting  such
                  redemption,

(4)               if less than all the Outstanding  Securities of any series are
                  to be redeemed  (unless all the Securities of such series of a
                  specified tenor are to be redeemed),  the identification (and,
                  in the  case of  partial  redemption  of any  Securities,  the
                  principal   amounts)  of  the  particular   Securities  to  be
                  redeemed,

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

(6)               the  place  or  places  where  such   Securities   are  to  be
                  surrendered for payment of the Redemption  Price,  which shall
                  be the  office  or  agency  of the  Company  in each  Place of
                  Payment, and

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

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

Section 11.05     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  10.03) 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 11.06     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid,  the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest) such  Securities  shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption  Price,  together with accrued interest
to the Redemption Date; provided,  however,  that, unless otherwise specified as
contemplated by Section 3.01,  installments of interest whose Stated Maturity is
on or prior to the  Redemption  Date  will be  payable  to the  Holders  of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Record Dates according to their terms and the
provisions of Section 3.07.


<PAGE>
         If any  Security  called  for  redemption  shall  not be so  paid  upon
surrender  thereof for  redemption,  the principal and any premium shall,  until
paid, bear interest from the Redemption Date at the rate prescribed  therefor in
the Security.  Section 11.07. Securities Redeemed in Part. Any Security which is
to be redeemed only in part shall be surrendered at a Place of Payment  therefor
(with,  if the  Company or the Trustee so  requires,  due  endorsement  by, or a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing),  and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized  denomination
as  requested  by such Holder,  in  aggregate  principal  amount equal to and in
exchange  for  the  unredeemed  portion  of the  principal  of the  Security  so
surrendered. If a Global Security is so surrendered, such new Security so issued
shall be a new Global Security.

                                  ARTICLE XII.
                                  SINKING FUNDS

Section 12.01     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 3.01 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  12.02.  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 12.02 Satisfaction of Mandatory Sinking Fund Payments with Securities.

         The Company (1) may deliver  Outstanding  Securities of a series to the
Trustee for cancellation  (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 or the Holder,  if  applicable,  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  mandatory  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 or may
apply  Securities  of such  series  which  have  been  previously  cancelled  or
converted;  provided that such  Securities have not been previously so credited.
Such  Securities  shall be received and credited for such purpose by the Trustee
at the Redemption  Price  specified in such  Securities  for redemption  through
operation  of such  mandatory  sinking  fund and the  amount  of such  mandatory
sinking fund payment shall be reduced accordingly.

Section 12.03     Redemption of Securities for Mandatory Sinking Fund.

         Not less than 60 days prior to each mandatory sinking fund payment date
for any  series of  Securities,  the  Company  will  deliver  to the  Trustee an
Officers'  Certificate  specifying  the  amount  of the next  ensuing  mandatory
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 or applying previously  cancelled  Securities of that series pursuant
to  Section  12.02 and the basis for such  credit  and will also  deliver to the
Trustee  any  Securities  to be so  delivered  which have not  theretofore  been
delivered  to the  Trustee.  Not less than 30 days  before  each such  mandatory
sinking  fund  payment  date,  the Trustee  shall  select the  Securities  to be
redeemed upon such mandatory  sinking fund payment date in the manner  specified
in Section 11.03 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
11.03.  Such notice having been duly given,  the  redemption of such  Securities
shall be made upon the terms and in the manner stated in Sections  11.04,  11.05
and 11.06.


<PAGE>
                                 ARTICLE XIII.
                  REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

Section 13.01     Applicability of Article.

         Securities  of any  series  that  are  repayable  before  their  Stated
Maturity at the option of the Holders shall be repaid in  accordance  with their
terms and (except as  otherwise  specified as  contemplated  by Section 3.01 for
Securities of any series) in accordance with this Article.

Section 13.02     Notice of Repayment Date.

         Notice of any  Repayment  Date with respect to Securities of any series
shall, unless otherwise specified by the terms of the Securities of such series,
be given by the  Company  not less than 45 nor more  than 60 days  prior to such
Repayment  Date,  to the Trustee and to each Holder of Securities of such series
in accordance with Sections 1.05 and 1.06, respectively.

         The notice as to Repayment Date shall state:

     (1) the Repayment Date;

     (2) the Repayment Price;

     (3) the place or places where such  Securities  are to be  surrendered  for
payment  of the  Repayment  Price,  which  shall be the  office or agency of the
Company in each Place of Payment,  and the date by which  Securities  must be so
surrendered in order to be repaid;

     (4) a description of the procedure which a Holder must follow to exercise a
repayment right; and

     (5) that exercise of the option to elect repayment is irrevocable.

         No failure of the Company to give the foregoing  notice shall limit any
Holder's right to exercise a repayment right.

Section 13.03     Deposit of Repayment Price.

         On or prior to any Repayment  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  10.03) an amount of
money sufficient to pay the Repayment Price of and (except if the Repayment Date
shall be an Interest  Payment Date) accrued  interest on, all the  Securities of
such series which are to be repaid on that date.

Section 13.04     Securities Payable on Repayment Date.

         The  form of  option  to  elect  repayment  having  been  delivered  as
specified in the form of Security  for such series as provided in Section  2.01,
the  Securities so to be repaid shall,  on the  Repayment  Date,  become due and
payable at the Repayment Price applicable thereto,  and from and after such date
(unless the Company  shall  default in the  payment of the  Repayment  Price and
accrued  interest) such Securities shall cease to bear interest.  Upon surrender
of any such Security for repayment in accordance with said notice, such Security
shall be paid by the  Company at the  Repayment  Price,  together  with  accrued
interest to the  Repayment  Date;  provided,  however,  that,  unless  otherwise
specified as contemplated by Section 3.01, installments of interest whose Stated
Maturity is on or prior to such Repayment Date will be payable to the Holders of
such Securities,  or one or more Predecessor  Securities,  registered as such at
the close of business on the relevant  Record Date  according to their terms and
the provisions of Section 3.07.

         If any  Security  to be  repaid  shall  not be so paid  upon  surrender
thereof for repayment,  the principal shall,  until paid, bear interest from the
Repayment Date at the rate prescribed in the Security.


<PAGE>
Section 13.05     Securities Repaid in Part.

         Any Security  which by its terms may be repaid in part at the option of
the Holder and which is to be repaid  only in part shall be  surrendered  at any
office or agency of the Company  designated for that purpose pursuant to Section
10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing),  and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security,  without service charge,  a new Security
or  Securities  of  the  same  series  and of  like  tenor,  of  any  authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange  for the  unrepaid  portion of the  principal of the Security so
surrendered. If a Global Security is so surrendered, such new Security so issued
shall be a new Global Security.

ARTICLE XIV.
                           SUBORDINATION OF SECURITIES

Section 14.01     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 his  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
repayment 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 or  representative  thereof,  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,


<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  corporation  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 thereof 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 corporation 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 a Default or
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.

         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  14.01  shall not  impair  any right,
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.


<PAGE>
Section  14.02  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 XIV, 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
XIV. 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  XIV,  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 or distribution,  and as to other facts pertinent to
the rights of such Person under this  Article  XIV, and if such  evidence is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination  as to the right of such  Person to  receive  such  payment.  With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article,  and no implied  covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this Indenture against the
Trustee.  The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the
holders of Senior  Indebtedness  and, subject to the provisions of Section 6.01,
the Trustee shall not be liable to any holder of Senior Indebtedness if it shall
in good faith pay over or deliver to Holders of  Securities,  the Company or any
other Person moneys or assets to which any holder of Senior  Indebtedness  shall
be entitled by virtue of this Article or otherwise.

Section 14.03     Payment Permitted If No Default.

         Nothing  contained in this Article XIV 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 14.01, 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 the Trustee or such Paying
Agent,  as the case may be,  did not have the  written  notice  provided  for in
Section  14.04 by the times  referred  to therein of any event  prohibiting  the
making of such  deposit or  exchange,  and the Trustee or any Paying Agent shall
not be  affected by any notice to the  contrary  received by it on or after such
times.


<PAGE>
Section 14.04     Trustee Not Charged with Knowledge of Prohibition.

         Anything in this Article XIV 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 14.01 has
happened, until the Trustee shall have received an Officers' 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,  if prior  to the  third  Business  Day
preceding  the date upon  which by the terms  hereof any money  becomes  payable
(including,  without  limitation,  the  payment  of either the  principal  of or
interest on any  Security),  or in the event of the  execution of an  instrument
pursuant  to Section  4.01  acknowledging  satisfaction  and  discharge  of this
Indenture,  then if prior to the second  Business Day preceding the date of such
execution,  the Trustee or any Paying Agent shall not have received with respect
to such money the Officers'  Certificate or notice  provided for in this Section
14.04,  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 the same to the purpose for which they were  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 or any Paying Agent.

Section 14.05     Trustee to Effectuate Subordination.

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

Section 14.06     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  payments  to, the  Trustee  under or pursuant to Section
6.07.

Section 14.07     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 14.04 and 14.06 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.


<PAGE>
Section 14.08 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 of 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 or the Holders of the Securities under this Article.

ARTICLE XV.
                            CONVERSION OF SECURITIES

Section 15.01     General.

         If so provided in the terms of the Securities of any series established
in accordance with Section 3.01, the principal  amount of the Securities of such
series shall be convertible  into shares of Common Stock in accordance with this
Article XV and the terms of such series of  Securities if such terms differ from
this Article XV; provided,  however,  that if any of the terms by which any such
Security shall be convertible  into Common Stock are set forth in a supplemental
indenture  entered into with respect thereto pursuant to Section 9.01(9) hereof,
the terms of such supplemental indenture shall govern.

Section 15.02     Right to Convert.

         Subject to and upon compliance with the provisions of this Article, the
Holder of any  Security  that is  convertible  into Common  Stock shall have the
right,  at such  Holder's  option,  at any time on or after the date of original
issue of such  Security or such other date  specified  in the  applicable  Board
Resolution delivered pursuant to Section 3.01 and prior to the close of business
on the date set forth in such Board  Resolution  (or if such  Security is called
for redemption,  then in respect of such Security to and including but not after
the close of business on the date of redemption unless the Company shall default
in the  payment due on such date) to convert  the  principal  amount of any such
Security of any authorized  denomination,  or, in the case of any Security to be
converted of a denomination greater than the minimum denomination for Securities
of the applicable  series,  any portion of such principal which is an authorized
denomination or an integral multiple thereof, into that number of fully paid and
nonassessable  shares of Common Stock obtained by dividing the principal  amount
of such Security or portion thereof surrendered for conversion by the Conversion
Price  therefor by  surrender  of the Security so to be converted in whole or in
part in the manner provided in Section 15.03.  Such conversion shall be effected
by the Company in accordance  with the  provisions of this Article and the terms
of the Securities, if such terms differ from this Article.

Section 15.03 Manner of Exercise of Conversion Privilege; Delivery of
              Common Stock; No Adjustment for Interest or Dividends.

         In order to  effect a  conversion,  the  holder of any  Security  to be
converted,  in whole or in part,  shall surrender such Security at the office or
agency maintained by the Company for such purpose,  as provided in Section 10.02
and shall give  written  notice of  conversion  to the Company at such office or
agency that the Holder  elects to convert such  Security or the portion  thereof
specified  in said  notice.  The  notice  shall  state  the name or names  (with
address),  and  taxpayer  identification  number,  in which the  certificate  or
certificates  for shares of Common  Stock  which  shall be  deliverable  on such
conversion shall be registered,  and shall be accompanied by payments in respect
of  transfer  taxes,  if  required  pursuant  to Section  15.06.  Each  Security
surrendered for conversion shall,  unless the shares of Common Stock deliverable
on  conversion  are to be issued in the same  name as the  registration  of such
Security,  be duly endorsed by or be accompanied by instruments of transfer,  in
form  satisfactory to the Company,  duly executed by the Holder or such Holder's
duly authorized  attorney,  and by any payment required pursuant to this Section

<PAGE>
15.03.  As promptly as  practicable  after the  surrender  of such  Security and
notice, as aforesaid, the Company shall deliver or cause to be delivered at such
office  or  agency  to  such  Holder,  or on  such  Holder's  written  order,  a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
deliverable  upon  the  conversion  of  such  Security  or  portion  thereof  in
accordance with the provisions of this Article and a check or cash in respect of
any fractional  interest in respect of a share of Common Stock arising upon such
conversion as provided in Section 15.04.  In case any Security of a denomination
greater than the minimum  denomination  for Securities of the applicable  series
shall be  surrendered  for partial  conversion,  the Company  shall  execute and
register and the Trustee shall  authenticate  and deliver to or upon the written
order of the Company  and the Holder of the  Security  so  surrendered,  without
charge to such  Holder,  a new  Security  or  Securities  of the same  series in
authorized   denominations  in  an  aggregate  principal  amount  equal  to  the
unconverted portion of the surrendered Security. Each conversion shall be deemed
to have been  effected  as of the date on which  such  Security  shall have been
surrendered (accompanied by the funds, if any, required by the last paragraph of
this Section) and such notice  received by the Company,  as  aforesaid,  and the
person or persons in whose name or names any  certificate  or  certificates  for
shares of Common Stock shall be registrable upon such conversion shall become on
said date the  Holder of record of the  shares  represented  thereby,  provided,
however,  that any such  surrender on any date when the stock  transfer books of
the  Company  shall be closed  shall  constitute  the  person in whose  name the
certificates  are to be registered as the record holder thereof for all purposes
on the next succeeding day on which such stock transfer books are open, but such
conversion  shall be at the  Conversion  Price in effect on the date upon  which
such Security shall have been so surrendered.

         Any Security or portion thereof  surrendered for conversion  during the
period from the close of business  on the Regular  Record Date for any  Interest
Payment  Date to the  opening of business on such  Interest  Payment  Date shall
(unless such Security or portion  thereof being converted shall have been called
for  redemption  or  submitted  for  repayment  on a date during such period) be
accompanied  by  payment,  in legal  tender  or other  funds  acceptable  to the
Company,  of an amount equal to the interest  otherwise payable on such Interest
Payment Date on the principal amount being converted; provided, however, that no
such  payment  need be made if there  shall  exist at the time of  conversion  a
default in the payment of interest on the applicable  series of  Securities.  An
amount  equal to such  payment  shall be paid by the  Company  on such  Interest
Payment  Date to the  Holder  of such  Security  on such  Regular  Record  Date;
provided,  however, that if the Company shall default in the payment of interest
on such Interest  Payment Date, such amount shall be paid to the person who made
such required payment.  Except as provided above in this Section,  no adjustment
shall be made for interest accrued on any Security converted or for dividends on
any shares  issued  upon the  conversion  of such  Security  as provided in this
Article.

Section 15.04     Cash Payments in Lieu of Fractional Shares.

         No fractional shares of Common Stock or scrip  representing  fractional
shares of Common Stock shall be delivered upon conversion of Securities. If more
than one Security  shall be  surrendered  for conversion at one time by the same
Holder,  the number of full shares of Common  Stock  which shall be  deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof to the extent permitted hereby)
so  surrendered.  Instead of any fraction of a share of Common Stock which would
otherwise be deliverable upon the conversion of any Security,  the Company shall
pay to the Holder of such  Security an amount in cash  (computed  to the nearest
cent, with one-half cent being rounded upward) equal to the same fraction of the
closing price (determined in the manner provided in Section  15.05(a)(v)) of the
Common  Stock on the  Trading  Day (as  defined  in  Section  15.05(a)(v))  next
preceding the date of conversion.

Section 15.05 Conversion Price Adjustments; Effect of Reclassification,
              Mergers, Consolidations and Sales of Assets.

(a)      The Conversion Price shall be adjusted from time to time as follows:


<PAGE>
     (i) In case the Company shall (x) pay a dividend or make a distribution  on
the Common Stock in shares of Common Stock,  (y)subdivide the outstanding Common
Stock into a greater  number of shares or (z)  combine  the  outstanding  Common
Stock into a smaller number of shares, the Conversion Price shall be adjusted so
that the Holder of any Security  thereafter  surrendered for conversion shall be
entitled  to receive the number of shares of Common  Stock of the Company  which
such  holder  would  have  owned or have  been  entitled  to  receive  after the
happening of any of the events  described above had such Security been converted
immediately  prior to the record date in the case of a dividend or the effective
date in the case of subdivision or  combination.  An adjustment made pursuant to
this  subparagraph (i) shall become effective  immediately after the record date
in the case of a dividend,  except as provided in subparagraph  (vii) below, and
shall become  effective  immediately  after the effective  date in the case of a
subdivision or combination.

     (ii) In case the Company  shall issue  rights or warrants to all holders of
shares of Common  Stock  entitling  them (for a period  expiring  within 45 days
after the record date  mentioned  below) to subscribe for or purchase  shares of
Common  Stock at a price per share less than the current  market price per share
of  Common  Stock  (as  defined  for  purposes  of  this  subparagraph  (ii)  in
subparagraph  (v) below),  the Conversion  Price in effect after the record date
for the  determination  of  stockholders  entitled  to  receive  such  rights or
warrants  shall be  determined by  multiplying  the  Conversion  Price in effect
immediately  prior to such  record date by a fraction,  the  numerator  of which
shall be the number of shares of Common  Stock  outstanding  on such record date
plus the number of shares of Common Stock which the aggregate  offering price of
the total  number of shares of Common  Stock so offered  would  purchase at such
current market price, and the denominator of which shall be the number of shares
of Common  Stock  outstanding  on the record date for issuance of such rights or
warrants plus the number of additional  shares of Common Stock  receivable  upon
exercise of such rights or warrants.  Such adjustment shall be made successively
whenever  any such rights or warrants  are issued,  and shall  become  effective
immediately,  except as provided in subparagraph  (vii) below, after such record
date.

     (iii) In case the Company  shall  distribute to all holders of Common Stock
any  shares  of  capital  stock of the  Company  (other  than  Common  Stock) or
evidences  of  its   indebtedness   or  assets   (excluding  cash  dividends  or
distributions paid from retained earnings of the Company or dividends payable in
Common  Stock) or rights or warrants  to  subscribe  for or purchase  any of its
securities  (excluding those rights or warrants referred to in subparagraph (ii)
above) (any of the foregoing being hereinafter in this subparagraph (iii) called
the "Assets"),  then, in each such case, the Conversion  Price shall be adjusted
so that the same shall equal the price  determined by multiplying the Conversion
Price in  effect  immediately  prior to the  record  date for  determination  of
stockholders  entitled to receive such  distribution by a fraction the numerator
of which shall be the current market price per share (as defined for purposes of
this  subparagraph(iii)  in subparagraph  (v) below) of the Common Stock at such
record  date  for  determination  of  stockholders   entitled  to  receive  such
distribution  less the then fair  market  value (as  determined  by the Board of
Directors, whose determination shall be conclusive) of the portion of the Assets
so distributed  applicable to one share of Common Stock,  and the denominator of
which shall be the current  market  price per share (as defined in  subparagraph
(v) below) of the Common Stock at such record date. Such adjustment shall become
effective immediately, except as provided in subparagraph (vii) below, after the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution.

     (iv) If, pursuant to subparagraph (ii) or (iii) above, the number of shares
of Common Stock into which a Security is  convertible  shall have been  adjusted
because the Company has  declared a  dividend,  or made a  distribution,  on the
outstanding  shares  of  Common  Stock in the form of any  right or  warrant  to
purchase  securities of the Company, or the Company has issued any such right or
warrant,  then, upon the expiration of any such unexercised right or unexercised
warrant,  the  Conversion  Price  shall  forthwith  be  adjusted  to  equal  the
Conversion  Price that would have  applied had such right or warrant  never been
declared, distributed or issued.


<PAGE>
     (v) For the purpose of any  computation  under  subparagraphs(ii)  or (iii)
above,  the current  market price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices of the Common Stock for the
shorter of (i) 30  consecutive  Trading Days ending on the last full Trading Day
on the exchange or market  specified in the second  following  sentence prior to
the  Time of  Determination  or (ii) the  period  commencing  on the  date  next
succeeding  the first  public  announcement  of the  issuance  of such rights or
warrants or such  distribution  through  such last full Trading Day prior to the
Time of Determination.  The term "Time of Determination" as used herein shall be
the  time and  date of the  earlier  of (x) the  determination  of  stockholders
entitled  to  receive  such  rights,  warrants,  or  distributions  or  (y)  the
commencement  of  "ex-dividend"  trading in the Common  Stock on the exchange or
market specified in the following sentence. The closing price for each day shall
be the reported  last sales price,  regular way, or, in case no sale takes place
on such day, the average of the reported  closing bid and asked prices,  regular
way, in either case as reported on the New York Stock  Exchange  Composite  Tape
or, if the  Common  Stock is not listed or  admitted  to trading on the New York
Stock Exchange at such time, on the principal  national  securities  exchange on
which the Common  Stock is listed or  admitted  to trading  or, if not listed or
admitted to trading on any national securities exchange,  on the Nasdaq National
Market  ("NNM") or, if the Common Stock is not quoted on NNM, the average of the
closing  bid and  asked  prices  on such day in the  over-the-counter  market as
reported  by NNM or, if bid and asked  prices for the Common  Stock on each such
day shall not have been  reported  through NNM, the average of the bid and asked
prices for such date as  furnished  by any New York Stock  Exchange  member firm
regularly  making a market in the Common Stock  selected for such purpose by the
Company or, if no such  quotations are  available,  the fair market value of the
Common Stock as determined by a New York Stock  Exchange  member firm  regularly
making a market in the Common Stock selected for such purpose by the Company. As
used herein, the term "Trading Day" with respect to Common Stock means(x) if the
Common Stock is listed or admitted for trading on the New York Stock Exchange or
another national securities exchange, a day on which the New York Stock Exchange
or such  other  national  securities  exchange,  as the case may be, is open for
business or (y) if the Common  Stock is quoted on NNM, a day on which trades may
be made on NNM or (z)  otherwise,  any day other than a Saturday  or Sunday or a
day on which  banking  institutions  in the State of New York are  authorized or
obligated by law or executive order to close.

     (vi) No adjustment in the  Conversion  Price shall be required  unless such
adjustment  would  require an increase or decrease of at least 1% in such price;
provided,  however,  that any adjustments  which by reason of this  subparagraph
(vi) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations under this Section 15.05(a) shall
be made to the nearest  cent or to the  nearest .01 of a share,  as the case may
be, with one-half cent and .005 of a share, respectively,  being rounded upward.
Anything in this Section 15.05(a) to the contrary  notwithstanding,  the Company
shall be entitled to make such  reductions in the Conversion  Price, in addition
to those  required  by this  Section  15.05(a),  as it in its  discretion  shall
determine  to be  advisable  in order that any stock  dividend,  subdivision  of
shares,  distribution of rights or warrants to purchase stock or securities,  or
distribution of other assets (other than cash  dividends)  hereafter made by the
Company to its stockholders shall not be taxable.

     (vii)  In any  case  in  which  this  Section  15.05(a)  provides  that  an
adjustment shall become effective  immediately after a record date for an event,
the Company  may defer  until the  occurrence  of such  event(x)  issuing to the
holder  of any  Security  converted  after  such  record  date  and  before  the
occurrence  of such event the  additional  shares of Common Stock  issuable upon
such  conversion  by reason of the  adjustment  required  by such event over and
above the Common Stock  issuable  upon such  conversion  before giving effect to
such  adjustment and (y) paying to such holder any amount of cash in lieu of any
fractional share of Common Stock pursuant to Section 15.04.


<PAGE>
     (viii) Whenever the Conversion  Price is adjusted as herein  provided,  the
Company shall file with the Trustee an Officers' Certificate,  setting forth the
Conversion  Price after such  adjustment and setting forth a brief  statement of
the facts  requiring  such  adjustment,  which  certificate  shall be conclusive
evidence of the  correctness of such  adjustment;  provided,  however,  that the
failure of the Company to file such Officers'  Certificate  shall not affect the
legality or validity of any corporate action by the Company.

     (ix) Whenever the Conversion Price for any series of Securities is adjusted
as provided in this Section  15.05(a),  the Company  shall cause to be mailed to
each  holder of  Securities  of such  series at its then  registered  address by
first-class mail, postage prepaid, a notice of such adjustment of the Conversion
Price  setting forth such adjusted  Conversion  Price and the effective  date of
such  adjusted  Conversion  Price;  provided,  however,  that the failure of the
Company to give such  notice  shall not affect the  legality  or validity of any
corporate action by the Company.

         (b)(i)  Notwithstanding any other provision herein to the contrary,  if
any of the following events occur, namely (x) any  reclassification or change of
outstanding  shares of Common Stock  (other than a change in par value,  or from
par value to no par value,  or from no par value to par value, or as a result of
a subdivision or combination of the Common Stock), (y) any consolidation, merger
or  combination  of the Company with or into another  corporation as a result of
which holders of Common Stock shall be entitled to receive stock,  securities or
other  property or assets  (including  cash) with  respect to or in exchange for
such Common Stock, or (z) any sale or conveyance of all or substantially  all of
the assets of the  Company to any other  entity as a result of which  holders of
Common Stock shall be entitled to receive stock, securities or other property or
assets  (including  cash) with respect to or in exchange for such Common  Stock,
then appropriate  provision shall be made by supplemental  indenture so that (A)
the holder of any  outstanding  Security that is  convertible  into Common Stock
shall have the right to convert  such  Security  into the kind and amount of the
shares of stock and securities or other property or assets (including cash) that
would have been receivable upon such  reclassification,  change,  consolidation,
merger, combination,  sale, or conveyance by a holder of the number of shares of
Common Stock issuable upon conversion of such Security immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
and (B) the number of shares of any such other  stock or  securities  into which
such Security  shall  thereafter be  convertible  shall be subject to adjustment
from time to time in a manner and on terms as nearly  equivalent as  practicable
to the terms of  adjustment  provided for in this Section,  and Sections  15.02,
15.03,  15.04,  15.06,  15.07,  15.08 and 15.09 shall apply on like terms to any
such other stock or securities.

         (ii) In case of any  reclassification  or  change of the  Common  Stock
(other than a subdivision or combination of its  outstanding  Common Stock, or a
change in par value,  or from par value to no par value, or from no par value to
par value), or of any  consolidation,  merger or combination of the Company with
or into another corporation or of the sale or conveyance of all or substantially
all of the assets of the Company,  the Company  shall cause to be filed with the
Trustee and to be mailed to each holder of Securities that are convertible  into
shares of Common Stock at such holder's  registered  address,  the date on which
such  reclassification,  change,  consolidation,  merger,  combination,  sale or
conveyance  is  expected  to  become  effective,  and the date as of which it is
expected that holders of Common Stock shall be entitled to exchange their Common
Stock  for  stock,   securities  or  other   property   deliverable   upon  such
reclassification,   change,   consolidation,   merger,   combination,   sale  or
conveyance.


<PAGE>
Section 15.06     Taxes on Shares Issued.

         The delivery of stock certificates upon conversions of Securities shall
be made  without  charge to the  holder  converting  a  Security  for any tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the delivery
of stock  registered  in any  name  other  than of the  holder  of any  Security
converted,  and the  Company  shall not be  required  to deliver  any such stock
certificate  unless  and until the  person or persons  requesting  the  delivery
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

Section 15.07 Shares to be Fully Paid; Compliance with Governmental
              Requirements; Listing of Common Stock.

         The  Company  covenants  that all shares of Common  Stock  which may be
delivered upon conversion of Securities of any series which are convertible into
Common Stock will upon delivery be fully paid and  nonassessable  by the Company
and free from all taxes, liens and charges with respect to the issue thereof.

         The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Securities  hereunder require registration with
or approval of any governmental  authority under any Federal or state law before
such shares may be validly  delivered upon conversion,  the Company will in good
faith and as expeditiously as possible  endeavor to secure such  registration or
approval, as the case may be.

         The Company  further  covenants that it will, if permitted by the rules
of the New York Stock  Exchange or such other  national  stock exchange on which
the Common  Stock is listed or admitted to trading or if  permitted by the rules
of NASDAQ if the Common Stock is approved by it for listing or  quotation,  list
and keep  listed  for so long as the  Common  Stock  shall be so  listed on such
exchange,  upon official notice of issuance,  all Common Stock  deliverable upon
conversion of Securities of any series which are convertible into Common Stock.

Section 15.08     Responsibility of Trustee.

         Neither the Trustee nor any conversion agent shall at any time be under
any duty or  responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Conversion  Price applicable
to such  Securities,  or with  respect  to the  nature  or  extent  of any  such
adjustment  when made, or with respect to the method  employed,  or herein or in
any supplemental  indenture provided to be employed, in making the same. Neither
the Trustee nor any conversion  agent shall be  accountable  with respect to the
validity or value (or the kind or amount) of any shares of Common  Stock,  or of
any  securities  or  property,  which  may at any  time be  delivered  upon  the
conversion of any  Security;  and neither the Trustee nor any  conversion  agent
makes any  representation  with  respect  thereto.  Neither  the Trustee nor any
conversion  agent shall be responsible for any failure of the Company to deliver
any shares of Common Stock or stock certificates or other securities or property
or cash upon the  surrender of any Security for the purpose of conversion or for
any failure of the Company to comply  with any of the  covenants  of the Company
contained in this Article XV.

Section 15.09     Covenant to Reserve Shares.

         The  Company  covenants  that it will at all  times  reserve  and  keep
available,  free from  pre-emptive  rights,  out of its  authorized but unissued
Common Stock, such number of shares of Common Stock as shall then be deliverable
upon the  conversion of all  Outstanding  Securities of any series of Securities
which are convertible into Common Stock.


<PAGE>
Section 15.10     Other Conversions.

         If so provided in a Board  Resolution with respect to the Securities of
a  series,  the  principal  amount of the  Securities  of such  series  shall be
convertible  into or exchangeable  for a principal amount of other securities of
the Company  (which  other  securities  may be issued  under this  Indenture  or
otherwise),  and the issuance of such  securities  upon any such  conversion  or
exchange shall be made in accordance with the terms of such Board Resolution.

                                  ARTICLE XVI.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 16.01 Applicability of Article; Company's Option to Effect
              Defeasance or Covenant Defeasance.

         If pursuant to Section 3.01 provision is made for either or both of (a)
defeasance  of the  Securities  of a series under  Section 16.02 or (b) covenant
defeasance  of  the  Securities  of a  series  under  Section  16.03,  then  the
provisions  of such Section or Sections,  as the case may be,  together with the
other  provisions of this Article XVI,  shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with  respect to the  Securities  of such series,  elect to have either  Section
16.02 (if  applicable)  or  Section  16.03 (if  applicable)  be  applied  to the
Outstanding  Securities of such series upon  compliance  with the conditions set
forth below in this Article XVI.

Section 16.02     Defeasance and Discharge.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section with respect to the Outstanding  Securities of a particular  series, the
Company  shall be deemed  to have  been  discharged  from its  obligations  with
respect  to the  Outstanding  Securities  of such  series  (except  for  certain
obligations  to register the transfer or exchange of  Securities of such series,
to replace stolen, lost or mutilated  Securities of such series, and to maintain
paying agencies) on and after the date the conditions  precedent set forth below
are satisfied  (hereinafter,  "defeasance").  For this purpose,  such defeasance
means that the Company  shall be deemed to have paid and  discharged  the entire
indebtedness  represented  by the  Outstanding  Securities of such series and to
have  satisfied  all its  other  obligations  under  such  Securities  and  this
Indenture  insofar as such  Securities  are concerned  (and the Trustee,  at the
expense  of  the  Company  and  upon  Company  Request,   shall  execute  proper
instruments  acknowledging  the same),  except  for the  following  which  shall
survive until otherwise  terminated or discharged  hereunder:  (A) the rights of
Holders of  Outstanding  Securities  of such series to receive,  solely from the
trust fund  described in Section  16.04 as more fully set forth in such Section,
payments of the  principal  of and any premium and  interest on such  Securities
when such payments are due, (B) the Company's  obligations  with respect to such
Securities  under  Section  3.04,  3.05,  3.06,  6.07,  10.02 and 10.03 and such
obligations  as shall be  ancillary  thereto,  (C) the rights,  powers,  trusts,
duties,  immunities and other provisions in respect of the Trustee hereunder and
(D) this Article XVI.  Subject to compliance  with this Article XVI, the Company
may  exercise  its option under this  Section  16.02  notwithstanding  the prior
exercise of its option under  Section  16.03 with respect to the  Securities  of
such series.

Section 16.03     Covenant Defeasance.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section with respect to the Outstanding  Securities of a particular  series, the
Company shall be released from its  obligations  under Sections 8.01,  10.04 and
10.06 (and any other covenant  applicable to such  Securities that is determined
pursuant  to  Section  3.01 to be  subject  to  covenant  defeasance  under this
Section) and the occurrence of an event  specified in Clause (4) of Section 5.01
with respect to any of Sections 8.01, 10.04,  10.06,  10.07, 10.08 or 10.09 (and
any other Event of Default  applicable  to such  Securities  that is  determined
pursuant  to  Section  3.01 to be  subject  to  covenant  defeasance  under this
Section)  shall not be  deemed to be an Event of  Default  with  respect  to the
Outstanding  Securities of such series on and after the date the  conditions set
forth  below  are  satisfied  (hereinafter,  "covenant  defeasance").  For  this
purpose,  such covenant  defeasance  means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition,  limitation or restrictive covenant
set forth in any such Section or Clause whether directly or indirectly by reason
of any reference  elsewhere herein to any such Section or Clause or by reason of
any reference in any such Section or Clause to any other provision  herein or in
any other document,  including any supplement  hereto,  any Board  Resolution or
Officers'  Certificate  delivered hereto but the remainder of this Indenture and
such Securities shall be unaffected thereby.


<PAGE>
Section 16.04     Conditions to Defeasance or Covenant Defeasance.

         The  following  shall be the  conditions  precedent to  application  of
either  Section  16.02 or  Section  16.03  to the  Outstanding  Securities  of a
particular series:

     (a) The Company shall  irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 6.09
who shall agree to comply with the  provisions of this Article XVI applicable to
it) as trust  funds in trust for the purpose of making the  following  payments,
specifically  pledged as security for, and  dedicated  solely to, the benefit of
the Holders of such Securities,  (A) money in an amount, or (B) U.S.  Government
Obligations  which  through the  scheduled  payment of principal and interest in
respect thereof in accordance with their terms will provide,  not later than one
day before the due date of any payment, money in an amount, or (C) a combination
thereof,  sufficient,  without  reinvestment,  in the  opinion  of a  nationally
recognized  firm  of  independent  public  accountants  expressed  in a  written
certification thereto delivered to the Trustee, to pay and discharge,  and which
shall be  applied  by the  Trustee  (or  other  qualifying  trustee)  to pay and
discharge,  (i) the  principal of and any  premium,  if any, and interest on the
Outstanding Securities of such series on the maturity of such principal, premium
or interest and (ii) any mandatory  sinking fund payments or analogous  payments
applicable to the Outstanding Securities of such series on the day on which such
payments  are due in  accordance  with the terms of this  Indenture  and of such
Securities.   Before  such  a  deposit,   the  Company  may  make   arrangements
satisfactory to the Trustee for the redemption of Securities at a future date or
dates in accordance with Article XI, which shall be given effect in applying the
foregoing. For this purpose, "U.S. Government Obligations" means securities that
are (x) direct  obligations  of the United  States of America for the payment of
which  its full  faith and  credit is  pledged  or (y)  obligations  of a Person
controlled or supervised  by and acting as an agency or  instrumentality  of the
United  States  of  America  the  timely  payment  of which  is  unconditionally
guaranteed  as a full  faith  and  credit  obligation  by the  United  States of
America,  which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depositary receipt issued by a bank
(as defined in Section  3(a)(2) of the  Securities  Act of 1933,  as amended) as
custodian  with  respect to any such U.S.  Government  Obligation  or a specific
payment of principal of or interest on any such U.S. Government  Obligation held
by such  custodian  for the  account of the holder of such  depositary  receipt,
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depositary
receipt  from any  amount  received  by the  custodian  in  respect  of the U.S.
Government Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depositary receipt.

     (b) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to the  Securities  of such series
shall have  occurred  and be  continuing  (A) on the date of such deposit or (B)
insofar as  subsections  5.01(6) and (7) are  concerned,  at any time during the
period  ending  on the 91st day after the date of such  deposit  or, if  longer,
ending on the day following  the  expiration  of the longest  preference  period
applicable to the Company in respect of such deposit (it being  understood  that
the  condition  in this  condition  shall  not be  deemed  satisfied  until  the
expiration of such period). (3) Such defeasance or covenant defeasance shall not
(A) cause the Trustee for the  Securities  of such series to have a  conflicting
interest as defined in Section 6.08 or for purposes of the Trust  Indenture  Act
with respect to any securities of the Company or (B) result in the trust arising
from  such  deposit  to  constitute,  unless  it is  qualified  as, a  regulated
investment company under the Investment Company Act of 1940, as amended.

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


<PAGE>
     (d) In the case of an election under Section 16.02,  the Company shall have
delivered to the Trustee an Opinion of Counsel  stating that (x) the Company has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling,  or (y) since the date of this Indenture  there has been a change in the
applicable  Federal income tax law, in either case to the effect that, and based
thereon  such  opinion  shall  confirm  that,  the  Holders  of the  Outstanding
Securities  of such series will not  recognize  income,  gain or loss for United
States federal  income tax purposes as a result of such deposit,  defeasance and
discharge  and will be subject to United States  federal  income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such deposit, defeasance and discharge had not occurred.

     (e) In the case of an election under Section 16.03,  the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the  Outstanding  Securities of such series will not recognize  income,  gain or
loss for United States  federal income tax purposes as a result of such covenant
defeasance  and will be subject to United States  federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such deposit and covenant defeasance had not occurred.

     (f) Such defeasance or covenant  defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on the
Company in connection therewith pursuant to Section 3.01.

     (g)  The  Company  shall  have   delivered  to  the  Trustee  an  Officers'
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent  provided for relating to either the defeasance under Section 16.02 or
the  covenant  defeasance  under  Section  16.03  (as the case may be) have been
complied with.

Section 16.05 Deposited Money and U.S. Government Obligations to be Held in
              Trust; Other Miscellaneous Provisions.

         Subject to the provisions of the last  paragraph of Section 10.03,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying  trustee - collectively,  for purposes for
this Section 16.05,  the "Trustee")  pursuant to Section 16.04 in respect of the
Outstanding  Securities of such series shall be held in trust and applied by the
Trustee,  in  accordance  with  the  provisions  of  such  Securities  and  this
Indenture,  to the payment, either directly or through any Paying Agent (but not
including  the  Company  acting  as its own  Paying  Agent) as the  Trustee  may
determine, to the Holders of such Securities,  of all sums due and to become due
thereon in respect of principal,  premium and interest,  but such money need not
be segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed  on or  assessed  against  the  money or U.S.  Government
Obligations  deposited  pursuant to Section  16.04 or the principal and interest
received in respect thereof.

         Anything  herein to the  contrary  notwithstanding,  the Trustee  shall
deliver or pay to the Company from time to time upon  Company  Request any money
or U.S. Government Obligations held by it as provided in Section 16.04 which, in
the opinion of a nationally  recognized firm of independent  public  accountants
expressed in a written  certification  thereof delivered to the Trustee,  are in
excess of the amount  thereof  which would then be required to be  deposited  to
effect an equivalent defeasance or covenant defeasance.

Section 16.06     Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with Section  16.02 or 16.03 with respect to the  Securities  of any
series by reason of any order or judgment of any court or governmental authority
enjoining,  restraining  or otherwise  prohibiting  such  application,  then the
Company's  obligations  under this  Indenture and the  Securities of such series
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
this  Article XVI until such time as the Trustee or Paying Agent is permitted to
apply all such  money in  accordance  with  Section  16.02 or  16.03;  provided,
however,  that if the  Company  makes any  payment  of the  principal  of or any
premium or interest on any such  Security  following  the  reinstatement  of its
obligations,  the Company  shall be  subrogated  to the rights of the Holders of
such  Securities  to receive  such payment from the money held by the Trustee or
the Paying Agent.


<PAGE>
                                 ARTICLE XVII.
                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 17.01 Immunity of Incorporators, Stockholders, Officers and Directors.

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

                                      * * *

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


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

[SEAL]                                                 U.S. WIRELESS CORPORATION


                                                          By:
                                                               Name:
                                                               Title:


Attest:

Name:
Title:

[SEAL]                                                 _________________________
                                                          By:
                                                               Name:
                                                               Title:


Attest:

Name:
Title: