<PAGE>

                                                                    Exhibit 4.14

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

                                KCS ENERGY, INC.

                                   GUARANTORS
                                  NAMED HEREIN

                                       AND

                              [                   ]

                                     TRUSTEE

                  --------------------------------------------

                                    INDENTURE

                  DATED AS OF                           , 2003
                              --------------------------

                  --------------------------------------------

                          SUBORDINATED DEBT SECURITIES

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

<PAGE>

                                KCS ENERGY, INC.
     RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,
                AND INDENTURE, DATED AS OF ________________, 2003

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
---------------------------                                    -----------------
<S>                                                            <C>
Section 310(a)(1)...........................................                 6.9
     (a)(2).................................................                 6.9
     (a)(3).................................................      Not Applicable
     (a)(4).................................................      Not Applicable
     (a)(5).................................................                 6.9
     (b)....................................................                 6.8

Section 311.................................................                6.13

Section 312(a)..............................................         7.1, 7.2(a)
     (b)....................................................              7.2(b)
     (c)....................................................              7.2(c)

Section 313(a)..............................................                 7.3
     (b)....................................................                   *
     (c)....................................................                   *
     (d)....................................................                 7.3

Section 314(a)..............................................                 7.4
     (a)(4).................................................                10.7
     (b)....................................................      Not Applicable
     (c)(1).................................................                 1.3
     (c)(2).................................................                 1.3
     (c)(3).................................................      Not Applicable
     (d)....................................................      Not Applicable
     (e)....................................................                 1.3

Section 315(a)..............................................              6.1(a)
     (b)....................................................                 6.2
     (c)....................................................              6.1(b)
     (d)....................................................              6.1(c)
     (d)(1).................................................           6.1(a)(1)
     (d)(2).................................................           6.1(c)(2)
     (d)(3).................................................           6.1(c)(3)
     (e)....................................................                5.14

Section 316(a)..............................................            1.1, 1.2
     (a)(1)(A)..............................................           5.2, 5.12
     (a)(1)(B)..............................................                5.13
     (a)(2).................................................      Not Applicable
     (b)....................................................                 5.8
     (c)....................................................              1.5(f)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
---------------------------                                    -----------------
<S>                                                            <C>
Section 317(a)(1)...........................................                 5.3
     (a)(2).................................................                 5.4
     (b)....................................................                10.3

Section 318(a)..............................................                 1.8
</TABLE>


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

* Deemed included pursuant to Section 318(c) of the Trust Indenture Act

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                                <C>
PARTIES..........................................................................................................   1

RECITALS OF THE COMPANY:.........................................................................................   1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................   1
   Section 1.1.    Definitions...................................................................................   1
   Section 1.2.    Incorporation by Reference of Trust Indenture Act.............................................   8
   Section 1.3.    Compliance Certificates and Opinions..........................................................   8
   Section 1.4.    Form of Documents Delivered to Trustee........................................................   9
   Section 1.5.    Acts of Holders; Record Dates.................................................................   9
   Section 1.6.    Notices, Etc., to Trustee, Company and Guarantors.............................................  10
   Section 1.7.    Notice to Holders; Waiver.....................................................................  11
   Section 1.8.    Conflict with Trust Indenture Act.............................................................  11
   Section 1.9.    Effect of Headings and Table of Contents......................................................  11
   Section 1.10.   Successors and Assigns........................................................................  11
   Section 1.11.   Separability Clause...........................................................................  11
   Section 1.12.   Benefits of Indenture.........................................................................  11
   Section 1.13.   Governing Law.................................................................................  12
   Section 1.14.   Legal Holidays................................................................................  12
   Section 1.15.   Securities in a Composite Currency, Currency Unit or Foreign Currency.........................  12
   Section 1.16.   Payment in Required Currency; Judgment Currency...............................................  13
   Section 1.17.   Language of Notices, Etc. ....................................................................  13
   Section 1.18.   Incorporators, Shareholders, Officers and Directors of the Company and
                   the Guarantors Exempt from Individual Liability...............................................  14

ARTICLE TWO SECURITY FORMS.......................................................................................  14
   Section 2.1.    Forms Generally...............................................................................  14
   Section 2.2.    Form of Face of Security......................................................................  14
   Section 2.3.    Form of Reverse of Security...................................................................  16
   Section 2.4.    Global Securities.............................................................................  21
   Section 2.5.    Form of Trustee's Certificate of Authentication...............................................  22

ARTICLE THREE THE SECURITIES.....................................................................................  22
   Section 3.1.    Amount Unlimited; Issuable in Series..........................................................  22
   Section 3.2.    Denominations.................................................................................  25
   Section 3.3.    Execution, Authentication, Delivery and Dating................................................  25
   Section 3.4.    Temporary Securities..........................................................................  26
   Section 3.5.    Registration, Registration of Transfer and Exchange...........................................  27
   Section 3.6.    Mutilated, Destroyed, Lost and Stolen Securities..............................................  29
   Section 3.7.    Payment of Interest; Interest Rights Preserved................................................  30
   Section 3.8.    Persons Deemed Owners.........................................................................  31
   Section 3.9.    Cancellation..................................................................................  31
   Section 3.10.   Computation of Interest.......................................................................  31
   Section 3.11.   CUSIP or CINS Numbers.........................................................................  32
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE FOUR SATISFACTION AND DISCHARGE..........................................................................  32
   Section 4.1.    Satisfaction and Discharge of Indenture.......................................................  32
   Section 4.2.    Application of Trust Money....................................................................  33

ARTICLE FIVE REMEDIES............................................................................................  33
   Section 5.1.    Events of Default.............................................................................  33
   Section 5.2.    Acceleration of Maturity; Rescission and Annulment............................................  34
   Section 5.3.    Collection of Indebtedness and Suits for Enforcement by Trustee...............................  35
   Section 5.4.    Trustee May File Proofs of Claim..............................................................  36
   Section 5.5.    Trustee May Enforce Claims Without Possession of Securities...................................  36
   Section 5.6.    Application of Money Collected................................................................  36
   Section 5.7.    Limitation on Suits...........................................................................  37
   Section 5.8.    Unconditional Right of Holders to Receive Principal, Premium and Interest.....................  37
   Section 5.9.    Restoration of Rights and Remedies............................................................  37
   Section 5.10.   Rights and Remedies Cumulative................................................................  38
   Section 5.11.   Delay or Omission Not Waiver..................................................................  38
   Section 5.12.   Control by Holders............................................................................  38
   Section 5.13.   Waiver of Past Defaults.......................................................................  38
   Section 5.14.   Undertaking for Costs.........................................................................  39
   Section 5.15.   Waiver of Stay or Extension Laws..............................................................  39

ARTICLE SIX THE TRUSTEE..........................................................................................  39
   Section 6.1.    Certain Duties and Responsibilities...........................................................  39
   Section 6.2.    Notice of Defaults............................................................................  40
   Section 6.3.    Certain Rights of Trustee.....................................................................  41
   Section 6.4.    Not Responsible for Recitals or Issuance of Securities........................................  42
   Section 6.5.    May Hold Securities...........................................................................  42
   Section 6.6.    Money Held in Trust...........................................................................  42
   Section 6.7.    Compensation and Reimbursement................................................................  42
   Section 6.8.    Disqualification; Conflicting Interests.......................................................  43
   Section 6.9.    Corporate Trustee Required; Eligibility.......................................................  43
   Section 6.10.   Resignation and Removal; Appointment of Successor.............................................  43
   Section 6.11.   Acceptance of Appointment by Successor........................................................  45
   Section 6.12.   Merger, Conversion, Consolidation or Succession to Business...................................  46
   Section 6.13.   Preferential Collection of Claims Against Company.............................................  46
   Section 6.14.   Appointment of Authenticating Agent...........................................................  46

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................  48
   Section 7.1.    Company to Furnish Trustee Names and Addresses of Holders.....................................  48
   Section 7.2.    Preservation of Information; Communications to Holders........................................  48
   Section 7.3.    Reports by Trustee............................................................................  49
   Section 7.4.    Reports by Company............................................................................  49

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE.......................................................  50
   Section 8.1.    Company May Consolidate, Etc., Only on Certain Terms..........................................  50
   Section 8.2.    Successor Substituted.........................................................................  50
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE NINE SUPPLEMENTAL INDENTURES.............................................................................  51
   Section 9.1.    Supplemental Indentures Without Consent of Holders............................................  51
   Section 9.2.    Supplemental Indentures with Consent of Holders...............................................  52
   Section 9.3.    Execution of Supplemental Indentures..........................................................  53
   Section 9.4.    Effect of Supplemental Indentures.............................................................  53
   Section 9.5.    Conformity with Trust Indenture Act...........................................................  53
   Section 9.6.    Reference in Securities to Supplemental Indentures............................................  53

ARTICLE TEN COVENANTS............................................................................................  54
   Section 10.1.   Payment of Principal, Premium and Interest....................................................  54
   Section 10.2.   Maintenance of Office or Agency...............................................................  54
   Section 10.3.   Money for Securities Payments to Be Held in Trust.............................................  54
   Section 10.4.   Existence.....................................................................................  55
   Section 10.5.   Statement by Officers as to Default...........................................................  55
   Section 10.6.   Waiver of Certain Covenants...................................................................  56
   Section 10.7.   Additional Amounts............................................................................  56

ARTICLE ELEVEN REDEMPTION OF SECURITIES..........................................................................  57
   Section 11.1.   Applicability of Article......................................................................  57
   Section 11.2.   Election to Redeem; Notice to Trustee.........................................................  57
   Section 11.3.   Selection. by Trustee of Securities to Be Redeemed............................................  57
   Section 11.4.   Notice of Redemption..........................................................................  58
   Section 11.5.   Deposit of Redemption Price...................................................................  58
   Section 11.6.   Securities Payable on Redemption Date.........................................................  58
   Section 11.7.   Securities Redeemed in Part...................................................................  59

ARTICLE TWELVE SINKING FUNDS.....................................................................................  59
   Section 12.1.   Applicability of Article......................................................................  59
   Section 12.2.   Satisfaction of Sinking Fund Payments with Securities.........................................  59
   Section 12.3.   Redemption of Securities for Sinking Fund.....................................................  59

ARTICLE THIRTEEN DEFEASANCE......................................................................................  60
   Section 13.1.   Applicability of Article......................................................................  60
   Section 13.2.   Legal Defeasance..............................................................................  60
   Section 13.3.   Covenant Defeasance...........................................................................  61
   Section 13.4.   Deposited Money and U.S. Government Obligations to be Held in Trust...........................  63
   Section 13.5.   Repayment to Company; Qualifying Trustee......................................................  63

ARTICLE FOURTEEN GUARANTEE OF SECURITIES.........................................................................  63
   Section 14.1.   Unconditional Guarantee.......................................................................  63
   Section 14.2.   Execution and Delivery of Notation of Guarantee...............................................  65
   Section 14.3.   Reports by Guarantor..........................................................................  66
   Section 14.4.   Subordination of Guarantees...................................................................  66

ARTICLE FIFTEEN SUBORDINATION OF SECURITIES......................................................................  66
   Section 15.1.   Securities Subordinated to Senior Debt........................................................  66
   Section 15.2.   Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities........  67
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                                <C>
   Section 15.3.   Payments on Securities Permitted..............................................................  69
   Section 15.4.   Authorization of Holders of Securities to Trustee to Effect Subordination.....................  69
   Section 15.5.   Notices to Trustee............................................................................  69
   Section 15.6.   Trustee as Holder of Senior Debt. ............................................................  70
   Section 15.7.   Modification of Terms of Senior Debt. ........................................................  70
</TABLE>

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

                                       iv
<PAGE>

                                     PARTIES

         INDENTURE, dated as of ____________ [__], 2003, among KCS ENERGY, INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having an office at 5555 San Felipe,
Houston, Texas 77056, the GUARANTORS (as defined hereinafter) and [      ],
a [      ] banking corporation, as Trustee (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"), which may but are not required to be guaranteed by the
Guarantors, to be issued in one or more series as in this Indenture provided.
The Company directly or indirectly owns 100% of the capital stock of the
Guarantors.

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

         This Indenture is subject to the provisions of the Trust Indenture Act
that are required to be a part of this Indenture and, to the extent applicable,
shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.      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 terms used in this Indenture that are defined in
         the Trust Indenture Act, defined by a Trust Indenture Act reference to
         another statute or defined by a Commission rule under the Trust
         Indenture Act have the meanings so assigned to them;

                  (3)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with GAAP;

                  (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;

                  (5)      the words "Article" and "Section" refer to an Article
         and Section, respectively, of this Indenture; and

<PAGE>

                  (6)      the word "includes" and its derivatives means
         "includes, but is not limited to" and corresponding derivative
         definitions.

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

"Act", when used with respect to any Holder, has the meaning specified in
Section 1.5.

"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 to act on
behalf of the Trustee to authenticate Securities.

"Banking Day" means, in respect of any city, any date on which commercial banks
are open for business in that city.

"Bankruptcy Law" means any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law.

"Board of Directors" means either the board of directors of the Company or of a
Guarantor, as applicable, or any duly authorized committee of that board to
which the powers of that board have been lawfully delegated.

"Board Resolution" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company, the principal financial officer of the
Company or a Guarantor, any other authorized officer of the Company or a
Guarantor, or a person duly authorized by any of them, in each case as
applicable, 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. Where any provision of this Indenture refers to action to be taken
pursuant to a Board Resolution (including the establishment of any series of the
Securities and the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors as evidenced by a Board
Resolution.

"Business Day", when used with respect to any Place of Payment or other
location, means, except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

"CINS" means CUSIP International Numbering System.

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

                                       2
<PAGE>

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

"Company Request" or "Company Order" means, in the case of the Company, a
written request or order signed in the name of the Company by its Chairman of
the Board, its Chief Executive Officer, its President, any of its Vice
Presidents or any other duly authorized officer of the Company or any person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a written request or order signed in the name of such Guarantor by
its Chairman of the Board, its Chief Executive Officer, its President, any of
its Vice Presidents or any other duly authorized officer of such Guarantor or
any person duly authorized by any of them, and delivered to the Trustee.

"Consolidated Net Worth" means, at any date of determination, the amount of
total shareholders' equity shown in most recent consolidated statement of
financial position of the Company, including any preferred stock not reflected
as a liability on such consolidated statement of financial position.

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

"corporation" includes corporations, companies, associations, partnerships,
limited partnerships, limited liability companies, joint-stock companies and
trusts.

"covenant defeasance" has the meaning specified in Section 13.3.

"CUSIP" means the Committee on Uniform Securities Identification Procedures.

"Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

"Debt" means any obligation created or assumed by any Person for the repayment
of money borrowed and any purchase money obligation created or assumed by such
Person and any guarantee of the foregoing.

"Default" means, with respect to a series of Securities, any event that is, or
after notice or lapse of time or both would be, an Event of Default.

"Defaulted Interest" has the meaning specified in Section 3.7.

"defeasance" has the meaning specified in Section 13.2.

"Definitive Security" means a security other than a Global Security or a
temporary Security.

"Depositary" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.1, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter shall mean or include each Person which is a
Depositary hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

"Dollar" or "$" means the coin or currency of the United States of America,
which at the time of payment is legal tender for the payment of public and
private debts.

                                       3
<PAGE>

"Event of Default" has the meaning specified in Section 5.1.

"Foreign Currency" means a currency used by the government of a country other
than the United States of America.

"GAAP" means generally accepted accounting principles in the United States set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

"Global Security" means a Security in global form that evidences all or part of
a series of Securities and is authenticated and delivered to, and registered in
the name of, the Depositary for the Securities of such series or its nominee.

"Guarantee" has the meaning specified in Section 14.1.

"Guarantor" means (i) KCS Resources, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, (ii) Medallion California
Properties Company, a corporation duly organized and existing under the laws of
the State of Texas and (iii) any Person that becomes a successor guarantor
pursuant to the applicable provisions of this Indenture.

"Guarantor Senior Debt" means, unless otherwise provided with respect to the
Securities of a series as contemplated by Section 3.1, (1) all Debt of a
Guarantor, whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Debt, it is provided that
such Debt is not superior in right of payment to the Guarantee or to other Debt
which is pari passu with or subordinated to the Guarantee, and (2) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or
securities, notes or other evidence of Debt issued in exchange for such Debt;
provided that in no event shall "Guarantor Senior Debt" include (a) Debt of a
Guarantor owed or owing to any Subsidiary of such Guarantor or any officer,
director or employee of such Guarantor or any Subsidiary of such Guarantor, (b)
Debt to trade creditors or (c) any liability for taxes owed or owing by a
Guarantor.

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

"Indenture" means this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all
purposes of this instrument, and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be part of and govern this
instrument and any such supplemental indenture, respectively. The term
"Indenture" also shall include the terms of particular series of Securities
established as contemplated by Section 3.1.

"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.

"Judgment Currency" has the meaning specified in Section 1.16.

"Lien" means any mortgage, pledge, security interest, charge, lien or other
encumbrance of any kind, whether or not filed, recorded or perfected under
applicable law.

                                       4
<PAGE>

"mandatory sinking fund payment" has the meaning specified in Section 12.1.

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

"Notice of Default" means a written notice of the kind specified in Section
5.1(3) or Section 5.1(4).

"Officer's Certificate" means, in the case of the Company, a certificate signed
by the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or any other duly authorized officer of the Company, or a person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President or any other duly
authorized officer of such Guarantor, or a person duly authorized by any of
them, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be an employee
of or counsel for the Company or a Guarantor, as the case may be, and who shall
be reasonably acceptable to the Trustee.

"optional sinking fund payment" has the meaning specified in Section 12.1.

"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 5.2.

"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, however,
         that, if such Securities are to be redeemed, notice of such redemption
         has been duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                  (iii)    Securities which have been paid pursuant to Section
         3.6 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, except to the extent provided in Section
         13.2 and 13.3, with respect to which the Company has effected
         defeasance or covenant defeasance as provided in Article Thirteen,
         which defeasance or covenant defeasance then continues in effect;

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

                                       5
<PAGE>

of such determination upon acceleration of the Maturity thereof on such date
pursuant to Section 5.2, (B) the principal amount of a Security denominated in
one or more currencies or currency units other than U.S. dollars shall be the
U.S. dollar equivalent of such currencies or currency units, determined in the
manner provided as contemplated by Section 3.1 on the date of original issuance
of such Security or by Section 1.15, if not otherwise so provided pursuant to
Section 3.1, of the principal amount (or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent (as so determined) on the date of
original issuance of such Security of the amount determined as provided in
Clause (A) above) of such Security, and (C) Securities owned by the Company, any
Guarantor 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 as described in Clause (C) of the
immediately preceding sentence 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, a Guarantor 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 any premium or interest on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a series from time to
time, the specific terms of which Securities, including, without limitation, the
rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.

"Person" means any individual, corporation, company, limited liability company,
partnership, limited partnership, joint venture, association, joint-stock
company, trust, other entity, 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, unless otherwise specifically provided for with respect to such series as
contemplated by Section 3.1, the office or agency of the Company in the City of
New York and such other place or places where, subject to the provisions of
Section 10.2, the principal of and any premium and interest on the Securities of
that series are payable as contemplated by Section 3.1.

"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 3.6 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.

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

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

"Regular Record Date" for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as
contemplated by Section 3.1.

                                       6
<PAGE>

"Required Currency" has the meaning specified in Section 1.16.

"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 3.5.

"Senior Debt" means (1) all Debt of the Company, whether currently outstanding
or hereafter issued, unless, by the terms of the instrument creating or
evidencing such Debt, it is provided that such Debt is not superior in right of
payment to the Securities, and (2) any modifications, refunding, deferrals,
renewals or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no event shall
"Senior Debt" include (a) Debt of the Company owed or owing to any Subsidiary of
the Company or any officer, director or employee of the Company or any
Subsidiary of the Company, (b) Debt to trade creditors or (c) any liability for
taxes owned or owing by the Company.

"Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.7.

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

"Subsidiary" means (i) 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 or
(ii) any partnership or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned. For the purposes of this definition, "voting stock" means capital
stock or equity interests which ordinarily have 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 amended, as in
force at the date as of which this instrument was executed, except as provided
in Section 9.5; provided, however, that if the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

"U.S. Person" shall have the meaning assigned to such term in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended.

"U.S. Government Obligations" means securities which are (i) direct obligations
of the United States for the payment of which its full faith and credit is
pledged, or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, each of which are not callable or redeemable at the option of the issuer
thereof.

                                       7
<PAGE>

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

Section 1.2.      Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this Indenture have
the following meanings:

                  "commission" means the Commission.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company, the
                  Guarantor (if applicable) or any other obligor on the
                  indenture securities.

         All terms used in this Indenture that are defined by the Trust
Indenture Act, defined by a Trust Indenture Act reference to another statute or
defined by a Commission rule under the Trust Indenture Act have the meanings so
assigned to them.

Section 1.3.      Compliance Certificates and Opinions.

         Upon any application or request by the Company or a Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
such Guarantor, as the case may be, shall furnish to the Trustee an Officer's
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 except as required under Section 314(c) of the Trust Indenture Act.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.5) 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

                                       8
<PAGE>

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

Section 1.4.      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 or a Guarantor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows or, in the
exercise of reasonable care, should know that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantor, as the
case may be, unless such counsel knows 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 1.5.      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 (either physically or by means of a
                  facsimile or an electronic transmission, provided that such
                  electronic transmission is transmitted through the facilities
                  of a Depositary) by such Holders in person or by agent duly
                  appointed in writing; and, except as herein otherwise
                  expressly provided, such action shall become effective when
                  such instrument or instruments are delivered to the Trustee
                  and, where it is hereby expressly required, to the Company or
                  the Guarantors. 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 315 of the Trust Indenture Act) conclusive in favor of
                  the Trustee, the Company and, if applicable, the Guarantors,
                  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

                                       9
<PAGE>

                  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, principal amount and serial
                  numbers of Securities held by any Person, and the date of
                  commencement of such Person's holding of same, 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, the Company or, if applicable, the
                  Guarantors in reliance thereon, whether or not notation of
                  such action is made upon such Security.

                           (e)      Without limiting the foregoing, a Holder
                  entitled to give or 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 different part of
                  such principal amount.

                           (f)      The Company may set any day as the record
                  date for the purpose of determining the Holders of Outstanding
                  Securities of any series entitled to give or take any request,
                  demand, authorization, direction, notice, consent, waiver or
                  other Act provided or permitted by this Indenture to be given
                  or taken by Holders of Securities of such series, but the
                  Company shall have no obligation to do so. With regard to any
                  record date set pursuant to this paragraph, the Holders of
                  Outstanding Securities of the relevant series on such record
                  date (or their duly appointed agents), and only such Persons,
                  shall be entitled to give or take the relevant action, whether
                  or not such Holders remain Holders after such record date.

Section 1.6.      Notices, Etc., to Trustee, Company and Guarantors.

         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, a Guarantor 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 Department],

                  (2)      the Company by the Trustee, a Guarantor 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 to the attention of the Corporate Secretary, or at any
         other address previously furnished in writing to the Trustee by the
         Company, or

                  (3)      a Guarantor by the Company, 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 such Guarantor addressed to it at 5555
         San Felipe, Houston, Texas 77056 to the attention of the Corporate
         Secretary, or at any other address previously furnished in writing to
         the Trustee by the Guarantor.

                                       10
<PAGE>

Section 1.7.      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 mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

Section 1.8.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

Section 1.9.      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 1.10.     Successors and Assigns.

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

Section 1.11.     Separability Clause.

         In case any provision in this Indenture or in the Securities or, if
applicable, the Guarantee 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 1.12.     Benefits of Indenture.

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

                                       11
<PAGE>

Section 1.13.     Governing Law.

         THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         To the fullest extent permitted by applicable law, each of the Company
and the Guarantors hereby irrevocably submits to the jurisdiction of any Federal
or state court located in the Borough of Manhattan in The City of New York, New
York in any suit, action or proceeding based on or arising out of or relating to
this Indenture, any Securities or, if applicable, the Guarantee and irrevocably
agrees that all claims in respect of such suit or proceeding may be determined
in any such court. Each of the Company and the Guarantors irrevocably waives, to
the fullest extent permitted by law, any objection which it may have to the
laying of the venue of any such suit, action or proceeding brought in an
inconvenient forum. Each of the Company and the Guarantors hereby irrevocably
designates and appoints ______________________, New York, New York (the "Process
Agent") as its authorized agent for purposes of this Section 1.13, it being
understood that the designation and appointment of the Process Agent as such
authorized agent shall become effective immediately without any further action
on the part of the Company or a Guarantor, as the case may be. Each of the
Company and the Guarantors further agrees that, unless otherwise required by
law, service of process upon the Process Agent and written notice of said
service to the Company or a Guarantor, as the case may be, mailed by prepaid
registered first class mail or delivered to the Process Agent at its principal
office, shall be deemed in every respect effective service of process upon the
Company or such Guarantor, as the case may be, in any such suit or proceeding.
Each of the Company and the Guarantors further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments as may be necessary, to continue such designation and appointment of
the Process Agent in full force and effect so long as the Company or such
Guarantor, as the case may be, has any outstanding obligations under this
Indenture. To the extent the Company or a Guarantor, as the case may be, has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, executor or otherwise) with respect to itself or
its property, each of the Company and such Guarantor hereby irrevocably waives
such immunity in respect of its obligations under this Indenture to the extent
permitted by law.

Section 1.14.     Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
or, if applicable, the Guarantee (other than a provision of the Securities of
any series or, if applicable, the Guarantee that specifically states that such
provision shall apply in lieu of this Section 1.14)) payment of interest or
principal and any premium need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

Section 1.15.     Securities in a Composite Currency, Currency Unit or Foreign
Currency.

         Unless otherwise specified in an Officer's Certificate delivered
pursuant to Section 3.1 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than

                                       12
<PAGE>

Dollars (including, but not limited to, any composite currency, currency units
or Foreign Currency), then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 1.15, the term "Market
Exchange Rate" shall mean the noon Dollar buying rate in The City of New York
for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market
Exchange Rate is not so available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations or rates of exchange from one or more major banks
in The City of New York or in the country of issue of the currency in question,
which for purposes of euros shall be Brussels, Belgium, or such other quotations
or rates of exchange as the Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

Section 1.16.     Payment in Required Currency; Judgment Currency.

         Each of the Company and the Guarantors agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a Banking Day,
then, to the extent permitted by applicable law, the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subclause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture.

Section 1.17.     Language of Notices, Etc.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                                       13
<PAGE>

Section 1.18.     Incorporators, Shareholders, Officers and Directors of
the Company and the Guarantors Exempt from Individual Liability.


         No recourse under or upon any obligation, covenant or agreement of or
contained in this Indenture or of or contained in any Security or, if
applicable, the Guarantee, or for any claim based thereon or otherwise in
respect thereof, or in any Security or, if applicable, the Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, shareholder, member, officer, manager or director, as such,
past, present or future, of the Company, any Guarantor or any successor Person,
either directly or through the Company, any Guarantor or any successor Person,
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 all such liability is hereby expressly waived and released as a
condition of, and as a part of the consideration for, the execution of this
Indenture and the issue of the Securities.

                                   ARTICLE TWO
                                 SECURITY FORMS

Section 2.1.      Forms Generally.

         The Securities of each series and, if applicable, the notation thereon
relating to the Guarantee, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and, if applicable, the Guarantee, as
evidenced by their execution thereof.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution
thereof. If the form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.3 for the authentication and delivery of
such Securities.

         The forms of Global Securities of any series shall have such provisions
and legends as are customary for Securities of such series in global form,
including without limitation any legend required by the Depositary for the
Securities of such series.

Section 2.2.      Form of Face of Security.

[If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE
AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE DATE IS . .
.. . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . . [,] [AND THE
ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE
METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]]

[Insert any other legend required by the United States Internal Revenue Code or
the regulations thereunder.]

                                       14
<PAGE>

[If a Global Security,--insert legend required by Section 204 of the Indenture]
[If applicable, insert -- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                KCS ENERGY, INC.

                               [TITLE OF SECURITY]

No . . . . . . .                                               U.S. $. . . . . .

[CUSIP No. ]

KCS ENERGY, INC., a company duly incorporated under the laws of the State of
Delaware (herein called the "Company ", which term includes any successor or
resulting Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .......... . . . . . . . . . . . . . . . . .
.. . . . ., or registered assigns, the principal sum of . . . .
................................................. United States Dollars on
......................................... [If the Security is to bear interest
prior to Maturity, insert--, and to pay interest thereon from . . . . . . . . .
.. or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on . . . . . . and . . . . . . in each year,
commencing . . . . . ., at the rate of . . . . % per annum, until the principal
hereof is paid or made available for payment [if applicable, insert--, and at
the rate of ___% per annum on any overdue principal and premium and on any
installment of interest (to the extent that the payment of such interest shall
be legally enforceable)]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the . . . . or . . . . (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of . . . .% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of . . . . % per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of

                                       15
<PAGE>

such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

[If a Global Security, insert--Payment of the principal of (and premium, if any)
and [if applicable, insert--any such] interest on this Security will be made by
transfer of immediately available funds to a bank account in ___________
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [state other currency].]

[If a Definitive Security, insert--Payment of the principal of (and premium, if
any) and [if applicable, insert--any such] interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
_______________, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts]
[state other currency] [or subject to any laws or regulations applicable thereto
and to the right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of ________________
in _____________, or at such other offices or agencies as the Company may
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agency has
received proper transfer instructions in writing at least ___ days prior to the
payment date)] [if applicable, insert--; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States Dollar] [state other currency] account maintained by the
payee with a bank in The City of New York [state other Place of Payment] (so
long as the applicable Paying Agent has received proper transfer instructions in
writing by the Record Date prior to the applicable Interest Payment Date)].]

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

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

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

         Dated:

                                            KCS ENERGY, INC.

                                            By:_________________________________

Section 2.3.      Form of Reverse of Security.

This Security is one of a duly authorized issue of subordinated securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of _____________ [      ], 200__
(herein called the "Indenture"), between the Company, the Guarantors and [
], as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement, of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantors, the Trustee and the Holders of the Securities and of the terms

                                       16
<PAGE>

upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face
hereof [, limited in aggregate principal amount to $ . . . . . . . . . . ].

This security is the general, unsecured, subordinated obligation of the Company
[if applicable, insert--and is guaranteed pursuant to a guarantee (the
"Guarantee") by [insert name of each Guarantor] (the "Guarantors"). The
Guarantee is the general, unsecured, subordinated obligation of each Guarantor.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than ... days' notice by mail, [if applicable, insert, --(1) on .
.. . . . . . . . . . . . . in any year commencing with the year . . . . and
ending with the year . . . . through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2) ] at
any time [on or after . . . . . . . . . ., 20. . . ], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before . . . . . . . .
.. . . . . . . , . . . . . %, and if redeemed] during the 12-month period
beginning . . . . . . . . of the years indicated,

<TABLE>
<CAPTION>
YEAR          REDEMPTION PRICE          YEAR          REDEMPTION PRICE
<S>           <C>                       <C>           <C>
</TABLE>

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

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than... nor more than ... days' notice by mail, (1) on . . . . . .
.. . in any year commencing with the year . . . . and ending with the year . . .
.. through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at anytime [on or
after . . . . . . . . . . ], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning .
.. . . . . . . . . . . . . of the years indicated,

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                       REDEMPTION PRICE FOR
                         REDEMPTION PRICE FOR        REDEMPTION OTHERWISE THAN
                          REDEMPTION THROUGH          THROUGH OPERATION OF THE
YEAR                 OPERATION OF THE SINKING FUND          SINKING FUND
<S>                  <C>                             <C>
</TABLE>

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

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

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

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

[If applicable, insert--The Securities of this series are not redeemable prior
to Stated Maturity.]

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

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

                                       18
<PAGE>

obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

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

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

[If a Global Security, insert--This Global Security or portion hereof may not be
exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture. The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]

[If a Definitive Security, insert--As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in [if
applicable, insert--any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert--The City of New
York [, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of _______________
in ________________ or at such other offices or agencies as the Company may
designate]], duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]

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

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

                                       19
<PAGE>

Prior to due presentment of this Security for registration of transfer, the
Company, [If applicable, insert--any Guarantor,] the Trustee and any agent of
the Company [If applicable, insert--, a Guarantor] or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, [If
applicable, insert--the Guarantors,] the Trustee nor any such agent shall be
affected by notice to the contrary.

This Security is subordinated in right of payment to Senior Debt [If applicable,
insert-and the Guarantee is subordinated in right of payment to Guarantor Senior
Debt], to the extent and in the manner provided in the Indenture.

No recourse under or upon any obligation, covenant or agreement of or contained
in the Indenture or of or contained in any Security, [If applicable, insert--,
or the Guarantee endorsed thereon,] or for any claim based thereon or otherwise
in respect thereof, or in any Security [If applicable, insert--or in the
Guarantee], or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, shareholder, member, officer, manager or
director, as such, past, present or future, of the Company [If applicable,
insert--or any Guarantor] or of any successor Person, either directly or through
the Company [If applicable, insert--or any Guarantor] or any successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment, penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released by
the acceptance hereof and as a condition of, and as part of the consideration
for, the Securities and the execution of the Indenture.

The Indenture provides that the Company [If applicable, insert--and the
Guarantors] (a) will be discharged from any and all obligations in respect of
the Securities (except for certain obligations described in the Indenture), or
(b) need not comply with certain restrictive covenants of the Indenture, in each
case if the Company [If applicable, insert--or a Guarantor] deposits, in trust,
with the Trustee money or U.S. Government Obligations (or a combination thereof)
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount sufficient to pay
all the principal of and interest on the Securities, but such money need not be
segregated from other funds except to the extent required by law.

Except as otherwise defined herein, all terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

[If a Definitive Security, insert as a separate page--

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

_______________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)

the within instrument of KCS ENERGY, INC. and does hereby irrevocably constitute
and appoint ___________________ Attorney to transfer said instrument on the
books of the within-named Company, with full power of substitution in the
premises.

Please Insert Social Security or Other Identifying Number of Assignee:

_______________________________________      ___________________________________

Dated:_________________________________      ___________________________________
                                                         (Signature)

                                       20
<PAGE>

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

[If a Security to which Article Fourteen has been made applicable, insert the
following Form of Notation on such Security relating to the Guarantee--

Each of the Guarantors (which term includes any successor Person in such
capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

The obligations of the Guarantors to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Fourteen of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee.

                                             Guarantors:

                                             [NAME OF EACH GUARANTOR]

                                             By:    ____________________________

                                                    ___________________________]

Section 2.4.      Global Securities.

         Every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
                  NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR
                  SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN
                  THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY
                  BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
                  IN THE INDENTURE.

                  EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION
                  OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS
                  SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING,
                  EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

         If Securities of a series are issuable in whole or in part in the form
of one or more Global Securities, as specified as contemplated by Section 3.1,
then, notwithstanding clause (9) of Section 3.1 and the provisions of Section
3.2, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding

                                       21
<PAGE>

Securities represented thereby may from time to time be reduced or increased,
as the case may be, to reflect exchanges. Any endorsement of a Global Security
to reflect the amount, or any reduction or increase in the amount, of
Outstanding Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in a Company
Order (which need not comply with Section 1.3 and need not be accompanied by an
Opinion of Counsel).

         The provisions of the last sentence of Section 3.3 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with a Company Order (which need not comply with Section 1.3 and need
not be accompanied by an Opinion of Counsel) with regard to the reduction or
increase, as the case may be, in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3.

Section 2.5.      Form of Trustee's Certificate of Authentication.

         The Trustee's certificate(s) of authentication shall be in
substantially the following form:

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

                                            [                     ],
                                            as Trustee

                                            By: _______________________________
                                                Authorized Officer

                                 ARTICLE THREE
                                 THE SECURITIES

Section 3.1.      Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officer's 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
         Securities and which may be part of a series of Securities previously
         issued);

                  (2)      any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other

                                       22
<PAGE>

         Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or
         11.7 and except for any Securities which, pursuant to Section 3.3, are
         deemed never to have been authenticated and delivered hereunder);

                  (3)      the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4)      the date or dates on which the principal of the
         Securities of the series is payable or the method of determination
         thereof;

                  (5)      the rate or rates at which the Securities of the
         series shall bear interest, if any, or the formula, method or provision
         pursuant to which such rate or rates are determined, the date or dates
         from which such interest shall accrue or the method of determination
         thereof, 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;

                  (6)      the place or places where, subject to the provisions
         of Section 10.2, the principal of and any premium and interest on
         Securities of the series shall be payable, Securities of the series may
         be surrendered for registration of transfer, Securities of the series
         may be surrendered for exchange and notices, and demands to or upon the
         Company in respect of the Securities of the series and this Indenture
         may be served;

                  (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 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)     whether payment of principal of and premium, if any,
         and interest, if any, on the Securities of the series shall be without
         deduction for taxes, assessments or governmental charges paid by
         Holders of the series;

                  (11)     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 5.2;

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

                  (13)     if and as applicable, that the Securities of the
         series shall be issuable in whole or in part in the form of one or more
         Global Securities and, in such case, the Depositary or Depositaries for
         such Global Security or Global Securities and any circumstances other
         than those

                                       23
<PAGE>

         set forth in Section 3.5 in which any such Global Security may be
         transferred to, and registered and exchanged for Securities registered
         in the name of, a Person other than the Depositary for such Global
         Security or a nominee thereof and in which any such transfer may be
         registered;

                  (14)     any deletions from, modifications of or additions to
         the Events of Default set forth in Section 5.1 or the covenants of the
         Company set forth in Article Ten with respect to the Securities of such
         series;

                  (15)     whether and under what circumstances the Company will
         pay additional amounts on the Securities of the series held by a Person
         who is not a U.S. person in respect of any tax, assessment or
         governmental charge withheld or deducted and, if so, whether the
         Company will have the option to redeem the Securities of the series
         rather than pay such additional amounts;

                  (16)     if the Securities of the series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         the form and terms of such certificates, documents or conditions;

                  (17)     if the Securities of the series are to be convertible
         into or exchangeable for any other security or property of the Company,
         including, without limitation, securities of another Person held by the
         Company or its Affiliates and, if so, the terms thereof;

                  (18)     if other than as provided in Sections 13.2 and 13.3,
         the means of defeasance or covenant defeasance as may be specified for
         the Securities of the Series;

                  (19)     if other than the Trustee, the identity of the
         initial Security Registrar and any initial Paying Agent;

                  (20)     whether the Securities of the series will be
         guaranteed pursuant to the Guarantee, any modifications to the terms of
         Article Fourteen applicable to the Securities of such series and the
         applicability of any other guarantees; and

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.3) set
forth, or determined in the manner provided, in the Officer's Certificate
referred to above or in any such indenture supplemental hereto.

         All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

         If any of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and, if applicable, the Guarantors and delivered to the Trustee
at or prior to the delivery of the Officer's Certificate setting forth, or
providing the manner for determining, the terms of the series.

                                       24
<PAGE>

         With respect to Securities of a series subject to a Periodic Offering,
such Board Resolution or Officer's Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company and, if applicable, the
Guarantors or one or more agents thereof designated in an Officer's Certificate,
in accordance with a Company Order.

Section 3.2.      Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.1. 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 3.3.      Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, its Chief
Financial Officer or any of its Vice Presidents and need not be attested. The
signature of any of these officers on the Securities may be manual or facsimile.
Any Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of
such series. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive such documents as it may reasonably
request. The Trustee shall also be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

                           (a)      if the form or forms of such Securities has
                  been established in or pursuant to a Board Resolution as
                  permitted by Section 2.1, that each such form has been
                  established in conformity with the provisions of this
                  Indenture;

                           (b)      if the terms of such Securities have been,
                  or in the case of Securities of a series offered in a Periodic
                  Offering will be, established in or pursuant to a Board
                  Resolution as permitted by Section 3.1, that such terms have
                  been, or in the case of

                                       25
<PAGE>

                  Securities of a series offered in a Periodic Offering will be,
                  established in conformity with the provisions of this
                  Indenture, subject, in the case of Securities of a series
                  offered in a Periodic Offering, to any conditions specified in
                  such Opinion of Counsel; and

                           (c)      that such Securities when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions and assumptions specified
                  in such Opinion of Counsel, will constitute valid and legally
                  binding obligations of the Company and, if applicable, the
                  Guarantors, enforceable in accordance with their terms,
                  subject to the following limitations: (i) bankruptcy,
                  insolvency, moratorium, reorganization, liquidation,
                  fraudulent conveyance or transfer and other similar laws of
                  general applicability relating to or affecting the enforcement
                  of creditors' rights, or to general equity principles, (ii)
                  the availability of equitable remedies being subject to the
                  discretion of the court to which application therefor is made;
                  and (iii) such other usual and customary matters as shall be
                  specified in such Opinion of Counsel.

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

         Notwithstanding the provisions of Section 3.1 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 Officer's Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

         With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

         Each Security shall be dated the date of its authentication.

         No Security, nor any Guarantee endorsed thereon, 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. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

Section 3.4.      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,

                                       26
<PAGE>

substantially of the tenor of the Definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause Definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of Definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for Definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Securities of the same series and tenor 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 3.5.      Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the office or agency of the
Company in the Borough of Manhattan, the City of New York or in any other office
or agency of the Company in a Place of Payment required by Section 10.2 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
Securities and of transfers of Securities. The Trustee is hereby appointed as
the initial "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided and its corporate trust office,
which, at the date hereof, is located at [              ], [NEW YORK, NEW YORK]
[   ], is the initial office or agency in the Borough of Manhattan where the
Securities Register will be maintained. The Company may at any time replace such
Security Registrar, change such office or agency or act as its own Security
Registrar. The Company will give prompt written notice to the Trustee of any
change of the Security Registrar or of the location of such office or agency.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency maintained pursuant to Section 10.2 for such
purpose, the Company and, if applicable, the Guarantors shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities, with an endorsement of the
Guarantee, if applicable, executed by the Guarantors, of the same series and
tenor, of any authorized denominations and of a like aggregate principal amount.

         At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series and tenor, 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 and, if applicable,
the Guarantors shall execute and the Trustee shall authenticate and deliver, the
Securities, with an endorsement of the Guarantee, if applicable, executed by the
Guarantors, which the Holder making the exchange is entitled to receive.

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

                                       27
<PAGE>

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 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
11.3 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 provisions of this Indenture and except as
otherwise specified with respect to any particular series of Securities as
contemplated by Section 3.1, 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. Every Security authenticated and
delivered upon registration of, transfer of, or in exchange for or in lieu of, a
Global Security shall be a Global Security except as provided in the two
paragraphs immediately following.

         If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible to continue
as Depositary under Section 1.1 or ceases to be a clearing agency registered
under the Exchange Act, the Company shall appoint a successor Depositary with
respect to such Securities. If a successor Depositary for such Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1 that such Securities be represented by one or more Global Securities
shall no longer be effective and the Company and, if applicable, the Guarantors
will execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities, with an endorsement of the Guarantee, if
applicable, executed by the Guarantors, 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 Securities in exchange for such Global Security or Securities
registered in the names of such Persons as the Depositary shall direct.

         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 and, if applicable, the Guarantors will execute and the Trustee,
upon receipt of a Company Order for the authentication and delivery of the
Definitive Securities of such series, will authenticate and deliver, Securities,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
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 Securities in exchange for
such Global Security or Securities registered in the names of such Persons as
the Depositary shall direct.

                                       28
<PAGE>

         If specified by the Company pursuant to Section 3.1 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company and, if applicable, the Guarantors shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Securities in
definitive registered form, shall authenticate and deliver, without service
charge,

                  (1)      to the Person specified by such Depositary a new
         Security or Securities, with an endorsement of the Guarantee, if
         applicable, executed by the Guarantors, of the same series and tenor,
         of any authorized denominations 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

                  (2)      to such Depositary a new Global Security, with an
         endorsement of the Guarantee, if applicable, executed by the
         Guarantors, 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 (1) above.

Every Person who takes or holds any beneficial interest in a Global Security
agrees that:

                           (a)      the Company, the Guarantors (if applicable)
                  and the Trustee may deal with the Depositary as sole owner of
                  the Global Security and as the authorized representative of
                  such Person;

                           (b)      such Person's rights in the Global Security
                  shall be exercised only through the Depositary and shall be
                  limited to those established by law and agreement between such
                  Person and the Depositary and/or direct and indirect
                  participants of the Depositary;

                           (c)      the Depositary and its participants make
                  book-entry transfers of beneficial ownership among, and
                  receive and transmit distributions of principal and interest
                  on the Global Securities to, such Persons in accordance with
                  their own procedures; and

                           (d)      none of the Company, the Guarantors (if
                  applicable), the Trustee, nor any agent of any of them 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 3.6.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, together with,
in proper cases, such security or indemnity as may be required by the Company,
the Guarantors (if applicable) or the Trustee to save each of them and any agent
of any of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security, with an
endorsement of the Guarantee, if applicable, executed by the Guarantors, 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, the Guarantors (if
applicable) 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,

                                       29
<PAGE>

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 and, if applicable, the
Guarantors 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,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company and, if applicable, the
Guarantors, 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 3.7.      Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

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

                                       30
<PAGE>

         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 3.8.      Persons Deemed Owners.

         Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and, if applicable, the
Guarantors and any agent thereof may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Sections 3.5
and 3.7) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee
nor, if applicable, the Guarantors nor any agent of any of them shall be
affected by notice to the contrary.

         No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and, if applicable, the Guarantors and any agent of thereof as the
owner of such Global Security for all purposes whatsoever.

Section 3.9.      Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly 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 may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with its customary practices, and the
Trustee shall thereafter deliver to the Company a certificate with respect to
such disposition.

Section 3.10.     Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months.

                                       31
<PAGE>

Section 3.11.     CUSIP or CINS Numbers.

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

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 4.1.      Satisfaction and Discharge of Indenture.

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

                  (1)      either

                           (a)      all such Securities theretofore
                  authenticated and delivered (other than (i) such Securities
                  which have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 3.6, and (ii) such
                  Securities for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1.3) have been
                  delivered to the Trustee for cancellation; or

                           (b)      all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                    (1)      have become due and payable, or

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

                                    (3)      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 (1), (2) or (3) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for such purpose an amount 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;

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

                                       32
<PAGE>

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

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Securities of any series, (x) the obligations of the Company to the Trustee
under Section 6.7, the obligations of the Trustee to any Authenticating Agent
under Section 6.14 and the right of the Trustee to resign under Section 6.10
shall survive, and (y) if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Company and the Trustee under Section 4.2, 6.6 and 10.2 and the last paragraph
of Section 10.3 shall survive.

Section 4.2.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE
                                    REMEDIES

Section 5.1.      Events of Default.

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

                  (1)      default in the payment of any interest upon any
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days (whether or not
         such payment is prohibited by the provisions of Article Fifteen
         hereof); or

                  (2)      default in the payment of the principal of (or
         premium, if any, on) any Security of that series at its Maturity
         (whether or not such payment is prohibited by the provisions of Article
         Fifteen hereof); or

                  (3)      default in the performance, or breach, of any
         covenant set forth in Article X in this Indenture (other than a
         covenant a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 90 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (4)      default in the performance, or breach, of any
         covenant in this Indenture (other than a covenant in Article X or any
         other covenant a default in whose performance or whose

                                       33
<PAGE>

         breach is elsewhere in this Section specifically dealt with or which
         has expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series), and continuance of such
         default or breach for a period of 180 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5)      the Company pursuant to or within the meaning of any
         Bankruptcy Law (a) commences a voluntary case, (b) consents to the
         entry of any order for relief against it in an involuntary case, (c)
         consents to the appointment of a Custodian of it or for all or
         substantially all of its property, or (d) makes a general assignment
         for the benefit of its creditors; or

                  (6)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that (a) is for relief against the
         Company in an involuntary case, (b) appoints a Custodian of the Company
         or for all or substantially all of its property, or (c) orders the
         liquidation of the Company; and the order or decree remains unstayed
         and in effect for 90 consecutive days; or

                  (7)      default in the deposit of any sinking fund payment
         when due; or

                  (8)      any other Event of Default provided with respect to
         Securities of that series in accordance with Section 3.1.

Section 5.2.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of a specified percentage in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all 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. Notwithstanding the foregoing, if an Event
of Default specified in clause (5) or (6) of Section 5.1 occurs, the Securities
of any series at the time Outstanding shall be due and payable immediately
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 Five 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 or, if applicable, one or more of the
         Guarantors 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,

                                       34
<PAGE>

                           (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.

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

Section 5.3.      Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if:

                  (1)      default is made in the payment of any installment of
         interest on any Security when such interest becomes due and payable and
         such default continues for a period of 60 days (whether or not such
         payment is prohibited by the provisions of Article Fifteen herof), or

                  (2)      default is made in the payment of the principal of
         (or premium, if any, on) any Security at the Maturity thereof (whether
         or not such payment is prohibited by the provisions of Article Fifteen
         hereof),

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

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or, if applicable, the Guarantors 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, if applicable, the
Guarantors or any other obligor upon such Securities, wherever situated.

         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.

                                       35
<PAGE>

Section 5.4.      Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or, if applicable, any
Guarantor or any other obligor upon the Securities, their property or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company or, if applicable, the Guarantors for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (i)      to file and prove a claim for the whole amount of
         principal (and premium, if any) 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 the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                  (ii)     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, if 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 6.7.

         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, compromise, arrangement, adjustment or composition affecting
the Securities or, if applicable, the Guarantee or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors' or other similar committee.

Section 5.5.      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 5.6.      Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.7;

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<PAGE>

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

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

Section 5.7.      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
(including, if applicable, the Guarantee), or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

Section 5.8.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Sections 3.5
and 3.7) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 5.9.      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

                                       37

<PAGE>

determination in such proceeding, the Company, the Guarantors, 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 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11.     Delay or Omission Not Waiver.

         To fullest extent permitted by applicable law, 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 Five 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 not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series; provided, however, that:

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

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

                  (3)      subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall determine that the proceeding so directed
         would involve the Trustee in personal liability.

Section 5.13.     Waiver of Past Defaults.

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

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

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

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<PAGE>

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.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant, other
than the Trustee, in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but (1) the provisions of this Section 5.14 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 5.15.     Waiver of Stay or Extension Laws.

         Each of the Company and the Guarantors 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 each of the
Company and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 6.1.      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 as are provided by
                           the Trust Indenture Act, and, except for implied
                           covenants or obligations under the Trust Indenture
                           Act, 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 hereof are specifically required to be
                           furnished to the Trustee, the Trustee shall be under
                           a duty to examine the same to determine whether or
                           not they conform to the requirements of this
                           Indenture.

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<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,
                           given pursuant to Section 5.12, relating to the time,
                           method and place of conducting any proceeding for any
                           remedy available to the Trustee, or exercising any
                           trust or power conferred upon the Trustee, under this
                           Indenture with respect to the Securities of such
                           series; and

                                    (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 6.2.      Notice of Defaults.

         Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, 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 of or any
premium or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and, provided, further, that in the case of any Default of the character
specified in Section 5.1(3) with respect to Securities of such series, no such
notice to Holders shall be given until at least 90 days after the occurrence
thereof and that in the case of any Default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 180 days after the occurrence thereof.

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<PAGE>

Section 6.3.      Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

                           (a)      the Trustee may conclusively rely and shall
                  be fully 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 or a
                  Guarantor mentioned herein shall be sufficiently evidenced by
                  a Company Request or Company Order (other than delivery of any
                  Security to the Trustee for authentication and delivery
                  pursuant to Section 3.3, which shall be sufficiently evidenced
                  as provided therein) 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) shall be entitled to receive
                  and may, in the absence of bad faith on its part, rely upon an
                  Officer's Certificate;

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

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

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

                           (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 shall not be responsible for the supervision
                  of officers and employees of such agents or attorneys;

                           (h)      the Trustee may request that the Company
                  and, if applicable, the Guarantors deliver an Officer's
                  Certificate setting forth the names of individuals and/or
                  titles of officers authorized at such time to take specified
                  actions pursuant to this

                                       41

<PAGE>

                  Indenture, which Officer's Certificate may be signed by any
                  person authorized to sign an Officer's Certificate, including
                  any person specified as so authorized in any such certificate
                  previously delivered and not superseded; and

                           (i)      the Trustee shall be entitled to the rights
                  and protections afforded to the Trustee pursuant to this
                  Article Six in acting as a Paying Agent or Security Registrar
                  hereunder.

Section 6.4.      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 or, if applicable, the Guarantors, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. Neither
the Trustee nor any Authenticating Agent makes any 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.

Section 6.5.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or, if applicable, any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act
and Sections 6.8, 6.9 and 6.13, may otherwise deal with the Company or, if
applicable, the Guarantors with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

Section 6.6.      Money Held in Trust.

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

Section 6.7.      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 each of the Trustee and its officers,
         directors, agents and employees for, and to hold it harmless against,
         any loss, liability or expense incurred without negligence or willful
         misconduct on its part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself

                                       42

<PAGE>

         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 payment of principal of (and premium, if any) or interest on
particular Securities.

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services of the Trustee are intended to constitute expenses
of administration under any applicable Bankruptcy Law.

         The provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

Section 6.8.      Disqualification; Conflicting Interests.

         Reference is made to Section 310(b) of the Trust Indenture Act. There
shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture
Act this Indenture with respect to the Securities of more than one series.

Section 6.9.      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
required by the Trust Indenture Act, subject to supervision or examination by
Federal or State authority. If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an Affiliate thereof. 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 Six.

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.

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                           (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 310(b) of the Trust Indenture Act 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 6.9 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 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 all Securities and the appointment of
                           a successor Trustee or Trustees.

                           (e)      If the Trustee shall resign, be removed or
                  become incapable of acting, or if a vacancy shall occur in the
                  office of Trustee for any cause, with respect to the
                  Securities of one or more series, the Company, by a 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 any series
                  shall be appointed by Act of the Holders of a majority in
                  principal amount of the Outstanding Securities of such series
                  delivered to the Company and the retiring Trustee, the
                  successor Trustee so appointed shall, forthwith upon its
                  acceptance of such appointment in accordance with the
                  applicable requirements of Section 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 1.7. Each notice shall include the name

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<PAGE>

                  of the successor Trustee with respect to the Securities of
                  such series and the address of its Corporate Trust Office.

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, the Guarantors (if applicable) 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, if
                  applicable, any Guarantor or the successor Trustee, such
                  retiring Trustee shall, upon payment of its charges, execute
                  and deliver an instrument transferring to such successor
                  Trustee all the rights, powers and trusts of the retiring
                  Trustee and shall duly assign, transfer and deliver to such
                  successor Trustee all property and money held by such retiring
                  Trustee hereunder.

                           (b)      In case of the appointment hereunder of a
                  successor Trustee with respect to the Securities of one or
                  more (but not all) series, the Company, the Guarantors (if
                  applicable), 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, any Guarantor (if applicable) 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 and, if applicable, the Guarantors 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.

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<PAGE>

                           (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 and the Trust Indenture Act.

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 Six,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 6.13.     Preferential Collection of Claims Against Company.

         Reference is made to Section 311 of the Trust Indenture Act. For
purposes of Section 311(b) of the Trust Indenture Act,

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

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

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 shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $100,000,000 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

                                       46

<PAGE>

authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

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

         Except with respect to an Authenticating Agent appointed at the request
of the Company or, if applicable, the Guarantors, the Trustee agrees to pay to
each Authenticating Agent from time to time reasonable compensation for its
services under this Section 6.14, and the Trustee shall be entitled to be
reimbursed by the Company or, if applicable, the Guarantors for such payments,
subject to the provisions of Section 6.7.

         If an appointment with respect to one or more series is made pursuant
to this Section 6.14, the Securities of such series may have endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

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

                                         [                        ],
                                         As Trustee

                                         By: ___________________________________
                                             As Authenticating Agent

                                         By: ___________________________________
                                             Authorized Officer

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<PAGE>

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1.      Company to Furnish Trustee Names and Addresses of Holders.

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

                           (a)      semi-annually, not more than 15 days after
                  each Regular Record Date for a series of Securities, a list
                  for such series of Securities, in such form as the Trustee may
                  reasonably require, of the names and addresses of the Holders
                  of Securities of such series as of such Regular Record Date,
                  and

                           (b)      at such other times as the Trustee may
                  request in writing, within 30 days after the receipt by the
                  Company of any such request, a list 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 shall be the Security Registrar, no such list
                  need be furnished with respect to such series of Securities.

Section 7.2.      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 7.1 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 7.1 upon receipt of a new list so
                  furnished.

                           (b)      If three or more Holders (herein referred to
                  as "applicants") apply in writing to the Trustee, and furnish
                  to the Trustee reasonable proof that each such applicant has
                  owned a Security for a period of at least six months preceding
                  the date of such application, and such application states that
                  the applicants desire to communicate with other Holders with
                  respect to their rights under this Indenture or under the
                  Securities and is accompanied by a copy of the form of proxy
                  or other communication which such applicants propose to
                  transmit, then the Trustee shall, within five business days
                  after the receipt of such application, at its election, either

                                    (i)      afford such applicants access to
                           the information preserved at the time by the Trustee
                           in accordance with Section 7.2(a), or

                                    (ii)     inform such applicants as to the
                           approximate number of Holders whose names and
                           addresses appear in the information preserved at the
                           time by the Trustee in accordance with Section 7.2(a)
                           , and as to the approximate cost of mailing to such
                           Holders the form of proxy or other communication, if
                           any, specified in such application.

                           If the Trustee shall elect not to afford such
                  applicants access to such information, the Trustee shall, upon
                  the written request of such applicants, mail to each Holder
                  whose name and address appear in the information preserved at
                  the time by the Trustee in accordance with Section 7.2(a) a
                  copy of the form of proxy or other communication which is
                  specified in such request, with reasonable promptness after a
                  tender to the Trustee of the material to be mailed and of
                  payment, or provision for the payment, of the

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<PAGE>

                  reasonable expenses of mailing, unless within five days after
                  such tender the Trustee shall mail to such applicants and file
                  with the Commission, together with a copy of the material to
                  be mailed, a written statement to the effect that, in the
                  opinion of the Trustee, such mailing would be contrary to the
                  best interest of the Holders or would be in violation of
                  applicable law. Such written statement shall specify the basis
                  of such opinion. If the Commission, after opportunity for a
                  hearing upon the objections specified in the written statement
                  so filed, shall enter an order refusing to sustain any of such
                  objections or if, after the entry of an order sustaining one
                  or more of such objections, the Commission shall find, after
                  notice and opportunity for hearing, that all the objections so
                  sustained have been met and shall enter an order so declaring,
                  the Trustee shall mail copies of such material to all such
                  Holders with reasonable promptness after the entry of such
                  order and the renewal of such tender; otherwise the Trustee
                  shall be relieved of any obligation or duty to such applicants
                  respecting their application.

                           (c)      Every Holder of Securities, by receiving and
                  holding the same, agrees with the Company, the Guarantors (if
                  applicable) and the Trustee that none of the Company, the
                  Guarantors (if applicable) nor the Trustee nor any agent of
                  any of them shall be held accountable by reason of the
                  disclosure of any such information as to the names and
                  addresses of the Holders in accordance with Section 7.2(b),
                  regardless of the source from which such information was
                  derived, and that the Trustee shall not be held accountable by
                  reason of mailing any material pursuant to a request made
                  under Section 7.2(b).

Section 7.3.      Reports by Trustee.

         Any Trustee's report required pursuant to Section 313(a) of the Trust
Indenture Act shall be dated as of May 15, and shall be transmitted within 60
days after May 15 of each year (but in all events at intervals of not more than
12 months), commencing with the year 2003, by mail to all Holders, as their
names and addresses appear in the Security Register. A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with
each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

Section 7.4.      Reports by Company.

         The Company shall:

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

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<PAGE>

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

                           (c)      transmit by mail to all Holders, as their
                  names and addresses appear in the Security Register, within 30
                  days after the filing thereof with the Trustee, such summaries
                  of any information, documents and reports required to be filed
                  by the Company pursuant to clauses (a) and (b) of this Section
                  as may be required by rules and regulations prescribed from
                  time to time by the Commission.

                                  ARTICLE EIGHT
                  CONSOLIDATION, AMALGAMATION, MERGER AND SALE

Section 8.1.      Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate or merge with or into any other
Person or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of the properties and assets of the Company and, if
applicable, the Guarantors on a consolidated basis to any other Person unless:

                  (1)      the Person formed by such consolidation or merger (if
         other than the Company) or the Person which acquires by sale,
         conveyance, transfer or other disposition, or which leases, such
         properties and assets shall be a corporation and shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of and any premium and interest on all the
         Securities and the performance or observance of every other covenant of
         this Indenture on the part of the Company to be performed or observed
         and shall have expressly provided for conversion rights in respect of
         any series of Outstanding Securities with conversion rights;

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

                  (3)      the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, amalgamation, merger, conveyance, sale, transfer or
         lease and such supplemental indenture, if any, comply with this Article
         Eight and that all conditions precedent herein provided for relating to
         such transaction have been complied with.

Section 8.2.      Successor Substituted.

         Upon any consolidation or merger of the Company with or into any other
Person or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and, if
applicable, the Guarantors on a consolidated basis in accordance with Section
8.1, the successor or resulting Person formed by or resulting upon such
consolidation or merger (if other than the Company) or to which such sale,
conveyance, transfer, lease or other disposition 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 Company and each of the Guarantors shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                       50

<PAGE>

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

Section 9.1.      Supplemental Indentures Without Consent of Holders.

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

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

                  (2)      to evidence the succession of another Person to the
         Guarantor and the assumption by any such successor of the Guarantee of
         the Guarantor herein and, to the extent applicable, endorsed upon any
         Securities; or

                  (3)      to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions as the Company shall
         consider to be appropriate for the benefit of the Holders of all or any
         series of Securities (and if such covenants, restrictions, conditions
         or provisions 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 and to make the occurrence, or
         the occurrence and continuance, of a Default in any such additional
         covenants, restrictions, conditions or provisions an Event of Default
         permitting the enforcement of all or any of the several remedies
         provided in this Indenture as herein set forth; provided, that in
         respect of any such additional covenant, restriction, condition or
         provision such supplemental indenture may provide for a particular
         period of grace after default (which period may be shorter or longer
         than that allowed in the case of other defaults) or may provide for an
         immediate enforcement upon such an Event of Default or may limit the
         remedies available to the Trustee upon such an Event of Default or may
         limit the right of the Holders of a majority in aggregate principal
         amount of the Securities of such series to waive such an Event of
         Default; or

                  (4)      to add any additional Defaults or Events of Default
         in respect of all or any series of Securities; or

                  (5)      to add to, change or eliminate 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

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

                  (7)      to secure the Securities of any series; or

                  (8)      to establish the form or terms of Securities of any
         series as permitted by Sections 2.1 and 3.1, including to reopen any
         series of any Securities as permitted under Section 3.1; or

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<PAGE>

                  (9)      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

                  (10)     to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, to comply with any applicable mandatory provision of law or to
         make any other provisions with respect to matters or questions arising
         under this Indenture which shall not adversely affect the interests of
         the Holders of Securities of any series in any material respect; or

                  (11)     to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act or under
         any similar federal statute subsequently enacted, and to add to this
         Indenture such other provisions as may be expressly required under the
         Trust Indenture Act.

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

Section 9.2.      Supplemental Indentures with Consent of Holders.

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

                  (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or reduce the amount of
         the principal of an Original Issue Discount Security that would be due
         and payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 5.2, or change any Place of Payment where, or the
         coin or currency in which, any Security or any premium or the interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date), or

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

                  (3)      modify any of the provisions of this Section 9.2,
         Section 5.13 or Section 10.6, except to increase any such percentage or
         to provide that certain other provisions of this Indenture

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<PAGE>

         cannot be modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby, provided, however, that this
         clause (3) 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, or the deletion of this proviso,
         in accordance with the requirements of Sections 6.11(b) and 9.1(9).

         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 9.2
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

Section 9.3.      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 6.1) 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 9.4.      Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article
Nine, 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 9.5.      Conformity with Trust Indenture Act.

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

Section 9.6.      Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article Nine 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.

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                                   ARTICLE TEN
                                    COVENANTS

Section 10.1.     Payment of Principal, Premium and Interest.

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

Section 10.2.     Maintenance of Office or Agency.

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

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations. 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.

         Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the
Place of Payment for each series of Securities The City and State of New York,
and initially appoints the Trustee at its Corporate Trust Office as the
Company's office or agency for each such purpose in such city.

Section 10.3.     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 any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of and
any premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal and any premium or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act. For purposes of this Section 10.3, should a due date for
principal of and any premium or interest on, or sinking fund payment with
respect to any series of Securities not be on a Business Day, such payment shall
be due on the next Business Day without any interest for the period from the due
date until such Business Day.

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         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 any premium or interest on Securities of that series
         in trust for the benefit of the Persons entitled thereto until such
         sums shall be paid to such Persons or otherwise disposed of as herein
         provided;

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

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

         The Company and, if applicable, the Guarantors 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.

         Subject to any applicable escheat or abandoned property laws, 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 any premium or interest on any
Security of any series and remaining unclaimed for one year after such principal
and any premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in 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 10.4.     Existence.

         Subject to Article Eight, the Company and, if any Securities of a
series to which Article Fourteen has been made applicable are Outstanding, each
Guarantor will do or cause to be done all things necessary to preserve and keep
in full force and effect its existence, rights (charter and statutory) and
franchises; provided, however, that the Company and, if applicable, each
Guarantor shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company or such Guarantor, as
the case may be.

Section 10.5.     Statement by Officers as to Default.

         Annually, within 150 days after the close of each fiscal year beginning
with the first fiscal year during which one or more series of Securities are
Outstanding, the Company and, if any Securities of a

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<PAGE>

series to which Article Fourteen has been made applicable are Outstanding, each
Guarantor will deliver to the Trustee a brief certificate (which need not
include the statements set forth in Section 1.3) from the principal executive
officer, principal financial officer or principal accounting officer of the
Company and, if applicable, such Guarantor as to his or her knowledge of the
Company's or such Guarantor's, as the case may be, compliance (without regard to
any period of grace or requirement of notice provided herein) with all
conditions and covenants under the Indenture and, if the Company or such
Guarantor, as the case may be, shall be in Default, specifying all such Defaults
and the nature and status thereof of which such officer has knowledge.

Section 10.6.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.4 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of all affected series (voting as one class) 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.

         A waiver which changes or eliminates any term, provision or condition
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 term, provision or
condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

Section 10.7.     Additional Amounts.

         If the Securities of a series provide for the payment of additional
amounts (as provided in Section 3.1(15)), at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities and at least 10
days prior to each date of payment of principal of, premium, if any, or interest
on the Securities of that series if there has been a change with respect to the
matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent, if other than the
Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent
whether such payment of principal of, premium, if any, or interest on the
Securities of that series shall be made to holders of the Securities of that
series without withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any
such withholding or deduction shall be required, then such Officer's Certificate
shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such holders and shall certify the fact that additional
amounts will be payable and the amounts so payable to each holder, and the
Company shall pay to the Trustee or such Paying Agent the additional amounts
required to be paid by this Section. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officer's Certificate furnished pursuant to this
Section 10.7.

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium, interest or any other amounts on, or
in respect of, any Securities of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment

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<PAGE>
of additional amounts (if applicable) in any provision hereof shall not be
construed as excluding the payment of additional amounts in those provisions
hereof where such express mention is not made.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 11.1.     Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article Eleven.

Section 11.2.     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 15
days prior to the last date for the giving of notice of such redemption (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to
be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company that
is subject to a condition specified in the terms of the Securities of the series
to be redeemed, the Company shall furnish the Trustee with an Officer's
Certificate evidencing compliance with such restriction or condition.

Section 11.3.     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 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

         The 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. If the
Securities of any series to be redeemed consist of Securities having different
dates on which the principal is payable or different rates of interest, or
different methods by which interest may be determined or have any other
different tenor or terms, then the Company may, by written notice to the
Trustee, direct that the Securities of such series to be redeemed shall be
selected from among the groups of such Securities having specified tenor or
terms and the Trustee shall thereafter select the particular Securities to be
redeemed in the manner set forth in the preceding paragraph from among the group
of such Securities so specified.

         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.


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Section 11.4.     Notice of Redemption.

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

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price, or if not then ascertainable,
         the manner of calculation thereof,

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

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

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

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

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

Section 11.5.     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 10.3) 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 11.6.     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 with
respect to Securities of any series as contemplated in Section 3.1, installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

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<PAGE>

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

Section 11.7.     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 tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 12.1.     Applicability of Article.

         The provisions of this Article Twelve shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.1 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 12.2. 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 12.2.     Satisfaction of Sinking Fund Payments with Securities.

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

Section 12.3.     Redemption of Securities for Sinking Fund.

         Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion

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<PAGE>

thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.2 and stating the basis for such credit
and that such Securities have not been previously so credited, and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 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 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.

                                ARTICLE THIRTEEN
                                   DEFEASANCE

Section 13.1.     Applicability of Article.

         The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

Section 13.2.     Legal Defeasance.

         In addition to discharge of the Indenture pursuant to Section 4.1, the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Securities of such a series on the 91st day after the date of the
deposit referred to in clause (1) below (and the Trustee, at the expense of the
Company, shall upon a Company Request execute proper instruments acknowledging
same), and the provisions of this Indenture with respect to the Securities of
such series shall no longer be in effect, 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 13.4 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder and (D)
this Article Thirteen, if the conditions set forth below are satisfied
(hereinafter, "defeasance"):

                  (1)      The Company has irrevocably deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.9 who shall agree to comply with the
         provisions of this Article Thirteen applicable to it) as trust funds in
         trust for the purposes of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such series (i) cash in an amount, or (ii)
         in the case of any series of Securities the payments on which may only
         be made in legal coin or currency of the United States, 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,
         cash in an amount, or (iii) a combination thereof, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge (a) the principal of and any premium
         and interest on and each installment of principal of and any premium
         and interest on the Outstanding Securities of such series on the Stated
         Maturity of such principal or installment of principal or interest, as
         the case may be, or on any Redemption Date established pursuant to
         clause (3) below, and (b) any mandatory sinking fund or analogous
         payments on the dates on which such payments are due and payable in
         accordance with the terms of the Indenture and the Securities of such
         series;

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                  (2)      The Company has delivered to the Trustee an Opinion
         of Counsel based on the fact that (a) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling, or
         (b) since the date hereof, there has been a change in the applicable
         federal income tax law, in either case to the effect that, and such
         opinion shall confirm that, the holders of the Securities of such
         series will not recognize income, gain or loss for federal income tax
         purposes as a result of such deposit and defeasance and will be subject
         to federal income tax on the same amount and in the same manner and at
         the same times, as would have been the case if such deposit and
         defeasance had not occurred;

                  (3)      If the Securities are to be redeemed prior to Stated
         Maturity (other than from mandatory sinking fund payments or analogous
         payments), notice of such redemption shall have been duly given
         pursuant to this Indenture or provision therefor satisfactory to the
         Trustee shall have been made;

                  (4)      No Default or Event of Default shall have occurred
         and be continuing on the date of such deposit;

                  (5)      Such 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 3.1; and

                  (6)      The Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to the defeasance contemplated by this
         provision have been complied with.

For this purpose, such defeasance means that the Company, the Guarantors (if
applicable) and any other obligor upon the Securities of such series shall be
deemed to have paid and discharged the entire debt represented by the Securities
of such series, which shall thereafter be deemed to be "Outstanding" only for
the purposes of Section 13.4 and the rights and obligations referred to in
clauses (A) through (D), inclusive, of the first paragraph of this Section 13.2,
and to have satisfied all its other obligations under the Securities of such
series and this Indenture insofar as the Securities of such series are
concerned.

         Notwithstanding the foregoing, if an Event of Default specified in
Subsection 5.1(5) or 5.1(6), or an event which with lapse of time would become
such an Event of Default, shall occur during the period ending on the 91st day
after the date of the deposit referred to in clause (1) or, if longer, ending on
the day following the expiration of the longest preference period applicable to
the Company in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 13.2 and such deposit shall be rescinded
and annulled, and the Company, the Guarantors (if applicable), the Trustee and
the Holders of the Securities of such series shall be restored to their former
positions.

Section 13.3.     Covenant Defeasance.

         The Company, the Guarantors (if applicable) and any other obligor, if
any, shall be released from their respective obligations under Sections 7.4, 8.1
and 10.4 with respect to the Securities of any series on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Securities of such series shall thereafter be deemed to be not
"Outstanding" for the purposes of any request, demand, authorization, direction,
notice, waiver, consent or declaration or other action or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Securities of
such series, the Company may omit to comply with and shall have no liability in
respect of


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any term, condition or limitation set forth in any such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 5.1, but, except as specified
above, the remainder of this Indenture and the Securities of such series shall
be unaffected thereby. The following shall be the conditions to application of
this Section 13.3;

                  (1)      The Company has irrevocably deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.9 who shall agree to comply with the
         provisions of this Article Thirteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such series (i) cash in an amount, or (ii)
         in the case of any series of Securities the payments on which may only
         be made in legal coin or currency of the United States, 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,
         cash in an amount, or (iii) a combination thereof, sufficient, in the
         opinion of a nationally recognized firm of independent public accounts
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge (a) the principal of and any premium and interest
         on and each installment of principal of and any premium and interest on
         the Outstanding Securities of such series on the Stated Maturity of
         such principal or installment of principal or interest, as the case may
         be, or on any Redemption Date established pursuant to clause (2) below,
         and (b) any mandatory sinking fund payments on the date on which such
         payments are due and payable in accordance with the terms of the
         Indenture and the Securities of such series;

                  (2)      If the Securities are to be redeemed prior to Stated
         Maturity (other than from mandatory sinking fund payments or analogous
         payments), notice of such redemption shall have been duly given
         pursuant to this Indenture or provision therefor satisfactory to the
         Trustee shall have been made;

                  (3)      No Event of Default, or an event which with notice or
         lapse of time or both would become such an Event of Default, shall have
         occurred and be continuing on the date of such deposit;

                  (4)      Such 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 3.1; and

                  (5)      The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel stating that all
         conditions precedent provided for relating to the covenant defeasance
         contemplated by this provision have been complied with.

Notwithstanding the foregoing, if an Event of Default specified in Subsection
5.1(5) or 5.1(6), or an event which with lapse of time would become such an
Event of Default, shall occur during the period ending on the 181st day after
the date of the deposit referred to in clause (1) or, if longer, ending on the
day following the expiration of the longest preference period applicable to the
Company in respect of such deposit, then, effective upon such occurrence, the
defeasance pursuant to this Section 13.3 and such deposit shall be rescinded and
annulled, and the Company, the Guarantors (if applicable), the Trustee and the
Holders of the Securities of such series shall be restored to their former
positions.

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Section 13.4.     Deposited Money and U.S. Government Obligations to be Held in
                  Trust.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee - collectively, for purposes of
this Section 13.4, the "Trustee") pursuant to Section 13.2 or 13.3 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
(including the Company acting as its own Paying Agent), to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but 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 U.S. Government Obligations
deposited pursuant to Section 13.2 or 13.3 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

Section 13.5.     Repayment to Company; Qualifying Trustee.

         The Trustee and any Paying Agent promptly shall pay or return to the
Company upon Company Request any money and U.S. Government Obligations held by
them at any time that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the same certification given at the time
of the deposit pursuant to Section 13.2 or 13.3, as applicable), are not
required for the payment of the principal of and any interest on the Securities
of any series for which money or U.S. Government Obligations have been deposited
pursuant to Section 13.2 or 13.3.

         The provisions of the last paragraph of Section 10.3 shall apply to any
money held by the Trustee or any Paying Agent under this Article Thirteen that
remains unclaimed for one year after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 13.2 or 13.3.

         Any trustee appointed pursuant to Section 13.2 or 13.3 for the purpose
of holding trust funds deposited pursuant to that Section shall be appointed
under an agreement in form acceptable to the Trustee and shall provide to the
Trustee a certificate of such trustee, upon which certificate the Trustee shall
be entitled to conclusively rely, that all conditions precedent provided for
herein to the related defeasance or covenant defeasance have been complied with.
In no event shall the Trustee be liable for any acts or omissions of said
trustee.

                                ARTICLE FOURTEEN
                             GUARANTEE OF SECURITIES

Section 14.1.     Unconditional Guarantee.

         For value received, each of the Guarantors hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders of Securities of each
series to which this Article Fourteen has been made applicable as provided in
Section 3.1(20) and to the Trustee the due and punctual payment of the principal
of, and premium, if any, and interest on such Securities, and all other amounts
due and payable under this Indenture and such Securities by the Company to the
Trustee or such Holders (including, without limitation, all costs and expenses
(including reasonable legal fees and disbursements) incurred by the Trustee or
such Holders in connection with the enforcement of this Indenture and the
Guarantee) (collectively, the "Indenture Obligations"), when and as such
principal, premium, if any, interest, if any,

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and other amounts shall become due and payable, whether at the Stated Maturity,
upon redemption or by declaration of acceleration or otherwise, according to the
terms of such Securities and this Indenture. The guarantees by the Guarantors
set forth in this Article Fourteen are referred to herein as the "Guarantee."
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts that constitute part of the Indenture Obligations
and would be owed by the Company to the Trustee or such Holders under this
Indenture and such Securities but for the fact that they are unenforceable,
reduced, limited, impaired, suspended or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Company.

         Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each Guarantor will be obligated (to the fullest
extent permitted by applicable law) to pay the same immediately to the Trustee,
without set-off or counterclaim or other reduction whatsoever (whether for
taxes, withholding or otherwise). The Guarantee hereunder is intended to be a
general, unsecured, subordinated obligation of each Guarantor and will be
subordinated in right of payment to all Guarantor Senior Debt. Each Guarantor
hereby agrees that, to the fullest extent permitted by applicable law, its
obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of such Securities,
the Guarantee or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any such Holder with respect to any provisions hereof
or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on such Securities, or any other amounts payable
under this Indenture and such Securities by the Company to the Trustee or the
Holders thereof, whether at the Stated Maturity, upon redemption or by
declaration of acceleration or otherwise, legal proceedings may be instituted by
the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such
Holders, on the terms and conditions set forth in this Indenture, directly
against such Guarantor to enforce the Guarantee without first proceeding against
the Company.

         To the fullest extent permitted by applicable law, the obligations of
each Guarantor under this Article Fourteen shall be as aforesaid full,
irrevocable, unconditional and absolute and shall not be impaired, modified,
discharged, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any Guarantor contained in any of
such Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Company, any Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Trustee or any such Holder of any rights or
remedies under any of such Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for any of such
Securities, including all or any part of the rights of the Company or any
Guarantor under this Indenture, (v) the extension of the time for payment by the
Company or any Guarantor of any payments or other sums or any part thereof owing
or payable under any of the terms and provisions of any of such Securities or
this Indenture or of the time for performance by the Company or any Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or any Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, rehabilitation or
relief of, or other similar proceeding affecting, the Company or any Guarantor
or any of their respective assets, or the disaffirmance of any of

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such Securities, the Guarantee or this Indenture in any such proceeding, (viii)
the release or discharge of the Company or any Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantee or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the Company or
any Guarantor, or (xi) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, a surety or any
Guarantor.

         To the fullest extent permitted by applicable law, each Guarantor
hereby (i) waives diligence, presentment, demand of payment, notice of
acceptance, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Company or such Guarantor, and all demands and notices
whatsoever, (ii) acknowledges that any agreement, instrument or document
evidencing the Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantee without notice to them and (iii) covenants
that its Guarantee will not be discharged except by complete performance of the
Guarantee. To the fullest extent permitted by applicable law, each Guarantor
further agrees that if at any time all or any part of any payment theretofore
applied by any Person to any Guarantee is, or must be, rescinded or returned for
any reason whatsoever, including without limitation, the insolvency, bankruptcy
or reorganization of any Guarantor, such Guarantee shall, to the extent that
such payment is or must be rescinded or returned, be deemed to have continued in
existence notwithstanding such application, and the Guarantee shall continue to
be effective or be reinstated, as the case may be, as though such application
had not been made.

         Each Guarantor shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by such Guarantor
pursuant to the provisions of this Indenture; provided, however, that such
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation with respect to any of such
Securities until all of such Securities and the Guarantee shall have been
indefeasibly paid in full or discharged.

         A director, officer, employee or stockholder, as such, of a Guarantor
shall not have any liability for any obligations of the Guarantor under this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.

         To the fullest extent permitted by applicable law, no failure to
exercise and no delay in exercising, on the part of the Trustee or the Holders,
any right, power, privilege or remedy under this Article Fourteen and the
Guarantee shall operate as a waiver thereof, nor shall any single or partial
exercise of any rights, power, privilege or remedy preclude any other or further
exercise thereof, or the exercise of any other rights, powers, privileges or
remedies. The rights and remedies herein provided for are cumulative and not
exclusive of any rights or remedies provided in law or equity. Nothing contained
in this Article Fourteen shall limit the right of the Trustee or the Holders to
take any action to accelerate the maturity of such Securities pursuant to
Article Five or to pursue any rights or remedies hereunder or under applicable
law.

Section 14.2.     Execution and Delivery of Notation of Guarantee

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         To further evidence the Guarantee, each Guarantor hereby agrees that a
notation of such Guarantee may be endorsed on each Security of a series to which
this Article Fourteen has been made applicable authenticated and delivered by
the Trustee and executed by either manual or facsimile signature of an officer
of such Guarantor.

         Each Guarantor hereby agrees that its Guarantee of Securities of a
series to which this Article Fourteen has been made applicable shall remain in
full force and effect notwithstanding any failure to endorse on any such
Security a notation relating to the Guarantee thereof.

         If an officer of any Guarantor whose signature is on this Indenture or
a Security no longer holds that office at the time the Trustee authenticates
such Security or at any time thereafter, such Guarantor's Guarantee of such
Security shall be valid nevertheless.

         The delivery by the Trustee of any Security of a series to which this
Article Fourteen has been made applicable, after the authentication thereof
under this Indenture, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of each Guarantor.

Section 14.3.     Reports by Guarantor.

         In addition to the certificates delivered to the Trustee pursuant to
Section 10.5, each Guarantor shall file with the Trustee and the Commission, and
transmit to Holders of Outstanding Securities of each series to which this
Article Fourteen has been made applicable, 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 thereto; 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.

Section 14.4.     Subordination of Guarantees.

         The obligations of each Guarantor under the Guarantee pursuant to this
Article Fourteen shall be junior and subordinated to the prior payment in full
in cash of all Guarantor Senior Debt (including interest after the commencement
of any proceeding of the type described in Section 14.1 with respect to such
Guarantor at the rate specified in the applicable Guarantor Senior Debt, whether
or not such interest would be an allowed claim in such proceeding) of such
Guarantor, in each case on the same basis as the Securities are junior and
subordinated to Senior Debt, as set forth in Article Fifteen mutatis mutandis.
For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments by a Guarantor only at such
times as they may receive and/or retain payments and distributions in respect of
the Securities pursuant to this Indenture, including Article Fifteen hereof.

                                 ARTICLE FIFTEEN
                           SUBORDINATION OF SECURITIES

Section 15.1.     Securities Subordinated to Senior Debt.

                  (1)      The Company, for itself, its successors and assigns,
         covenants and agrees, and each Holder of Securities, by his acceptance
         thereof, likewise covenants and agrees, that the payment of the
         principal of and premium, if any, and interest on each and all of the
         Securities is hereby expressly subordinated, to the extent and in the
         manner hereinafter set forth, in right of payment to the prior payment
         in full of all Senior Debt of the Company.

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                  (2)      If (A) the Company shall default in the payment of
         any principal of, premium, if any, or interest, if any, on any Senior
         Debt of the Company when the same becomes due and payable, whether at
         maturity or at a date fixed for prepayment or by declaration of
         acceleration or otherwise, or (B) any other default shall occur with
         respect to Senior Debt of the Company and the maturity of such Senior
         Debt has been accelerated in accordance with its terms, then, upon
         written notice of such default to the Company and the Trustee by the
         holders of Senior Debt of the Company or any trustee therefor, unless
         and until, in either case, the default has been cured or waived or has
         ceased to exist, or, any such acceleration has been rescinded or such
         Senior Debt has been paid in full, 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, premium, if any, or
         interest, if any, on any of the Securities, or in respect of any
         redemption, retirement, purchase or other acquisition of any of the
         Securities other than those made in capital stock of the Company (or
         cash in lieu of fractional shares thereof).

                  (3)      If any default occurs (other than a default described
         in paragraph (2) of this Section 15.1) under the Senior Debt of the
         Company, pursuant to which the maturity thereof may be accelerated
         immediately without further notice (except such notice as may be
         required to effect such acceleration) or at the expiration of any
         applicable grace periods (a "Senior Nonmonetary Default"), then, upon
         the receipt by the Company and the Trustee of written notice thereof (a
         "Payment Blockage Notice") from or on behalf of holders of such Senior
         Debt of the Company specifying an election to prohibit such payment and
         other action by the Company in accordance with the following provisions
         of this paragraph (3), the Company may not make any payment or take any
         other action that would be prohibited by paragraph (2) of this Section
         15.1 during the period (the "Payment Blockage Period") commencing on
         the date of receipt of such Payment Blockage Notice and ending on the
         earlier of (A) the date, if any, on which the holders of such Senior
         Debt or their representative notifies the Trustee that such Senior
         Nonmonetary Default is cured or waived or ceases to exist or the Senior
         Debt to which such Senior Nonmonetary Default relates is discharged or
         (B) the 179th day after the date of receipt of such Payment Blockage
         Notice. Notwithstanding the provisions described in the immediately
         preceding sentence, the Company may resume payments on the Securities
         following such Payment Blockage Period.

Section 15.2.     Distribution on Dissolution, Liquidation and Reorganization;
                  Subrogation of Securities.

         Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Debt of the Company and the holders thereof
with respect to the Securities and the Holders thereof by a lawful plan or
reorganization under applicable bankruptcy law),

                  (1)      the holders of all Senior Debt of the Company shall
         be entitled to receive payment in full of the principal thereof,
         premium, if any, interest, and any interest thereon, due thereon before
         the Holders of the Securities are entitled to receive any payment upon
         the principal, premium, interest of or on the Securities or interest on
         overdue amounts thereof;

                  (2)      any payment or distribution of assets of the Company,
         a Guarantor (if applicable) or any other obligor upon the Securities of
         any kind or character, whether in cash, property or securities, to
         which the Holders of the Securities or the Trustee (on behalf of the
         Holders) would be entitled except for the provisions of this Article
         Fifteen shall be paid by the liquidating trustee or agent or other
         person making such payment or distribution, whether a trustee in
         bankruptcy, a

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         receiver or liquidating trustee or otherwise, directly to the holders
         of Senior Debt of the Company or their representative or
         representatives or to the trustee or trustees under any indenture under
         which any instruments evidencing any of such Senior Debt may have been
         issued, ratably according to the aggregate amounts remaining unpaid on
         account of the principal of, premium, if any, interest, and any
         interest thereon, on the Senior Debt of the Company held or represented
         by each, to the extent necessary to make payment in full of all Senior
         Debt of the Company remaining unpaid, after giving effect to any
         concurrent payment or distribution to the holders of such Senior Debt;
         and

                  (3)      in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company, a Guarantor (if
         applicable) or any other obligor upon the Securities of any kind or
         character, whether in cash, property or securities, shall be received
         by the Trustee (on behalf of the Holders) or the Holders of the
         Securities before all Senior Debt of the Company is paid in full, such
         payment or distribution shall be paid over to the holders of such
         Senior Debt or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Debt may have been issued, ratably as
         aforesaid, for application to the payment of all Senior Debt remaining
         unpaid until all such Senior Debt shall have been paid in full, after
         giving effect to any concurrent payment or distribution to the holders
         of such Senior Debt.

         Subject to the payment in full of all Senior Debt of the Company, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Debt of the Company until the
principal, premium, interest, and any interest thereon, of or on the Securities
shall be paid in full and no such payments or distributions to the Holders of
the Securities of cash, property or securities otherwise distributable to the
Senior Debt of the Company shall, as between the Company, its creditors other
than the holders of Senior Debt of the Company, and the Holders of the
Securities, be deemed to be a payment by the Company to or on account of the
Securities. It is understood that the provisions of this Article Fifteen are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of Senior Debt of
the Company, on the other hand. Nothing contained in this Article Fifteen or
elsewhere in this Indenture or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior Debt of
the Company, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute, to pay to the Holders of the Securities the
principal, premium, interest, and any interest thereon, of or on the Securities
as and when the same shall become due and payable in accordance with their
terms, or to affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of Senior Debt of the Company,
nor shall anything herein or in the Securities prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this
Article Fifteen of the holders of such Senior Debt in respect of cash, property
or securities of the Company received upon the exercise of any such remedy. Upon
any payment or distribution of assets of the Company referred to in this Article
Fifteen, the Trustee shall be entitled to conclusively rely upon a certificate
of the liquidating trustee or agent or other person making any distribution to
the Trustee for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of Senior Debt of the Company 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 Fifteen.

         The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt of the Company. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior

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Debt of the Company shall be entitled by virtue of this Article Fifteen. The
rights and claims of the Trustee under Section 6.7 shall not be subject to the
provisions of this Article Fifteen.

         If the Trustee or any Holder of Securities does not file a proper claim
or proof of debt in the form required in any proceeding referred to above prior
to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Debt of the Company is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

Section 15.3.     Payments on Securities Permitted.

         Nothing contained in this Indenture or in any of the Securities shall
(1) affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 15.1 and 15.2, payments of
principal, premium, interest, and any interest thereon, of or on the Securities
or (2) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal, premium, interest or
other amounts, and any interest thereon, of or on the Securities unless the
Trustee shall have received at its Corporate Trust Office written notice of any
event prohibiting the making of such payment two Business Days (A) prior to the
date fixed for such payment, (B) prior to the execution of an instrument to
satisfy and discharge this Indenture based upon the deposit of funds under
Section 4.1(1)(b), (C) prior to the execution of an instrument acknowledging the
defeasance of such Securities pursuant to Section 13.2 or (D) prior to any
deposit pursuant to clause (1) of Section 13.3 with respect to such Securities.

Section 15.4.     Authorization of Holders of Securities to Trustee to Effect
                  Subordination.

         Each Holder of Securities by his acceptance thereof, whether upon
original issue or upon transfer or assignment, authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article Fifteen and appoints
the Trustee his attorney-in-fact for any and all such purposes.

Section 15.5.     Notices to Trustee.

         The Company shall give prompt written notice to a responsible officer
of the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Company which would prevent the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article Fifteen or any other provisions of this Indenture, neither the Trustee
nor any Paying Agent (other than the Company) shall be charged with knowledge of
the existence of any Senior Debt of the Company or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Company or from the holder of any Senior Debt of the Company or from
the trustee for or representative of any Senior Debt of the Company together
with proof satisfactory to the Trustee of such holding of such Senior Debt or of
the authority of such trustee or representative; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of the principal, premium, interest, of or on any Security, or any
interest thereon) or the date on which the Trustee shall execute an instrument
acknowledging satisfaction and discharge of this Indenture or the defeasance of
Securities pursuant to Section 13.2 or the date on which a deposit pursuant to
clause (1) of Section 13.3 is made, the Trustee shall not have received with
respect to such moneys or the moneys deposited with it as a condition to such
satisfaction and discharge or defeasance the notice provided for in this Section
15.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the

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contrary, which may be received by it on or after such two Business Days prior
to such date. The Trustee shall be entitled to conclusively rely on the delivery
to it of a written notice by a person representing himself to be a holder of
Senior Debt of the Company (or a trustee or representative on behalf of such
holder) to establish that such a notice has been given by a holder of Senior
Debt of the Company or a trustee or representative on behalf of any such holder.
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 Debt of
the Company to participate in any payment or distribution pursuant to this
Article Fifteen, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt of the
Company held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fifteen and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

Section 15.6.     Trustee as Holder of Senior Debt.

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

Section 15.7.     Modification of Terms of Senior Debt.

         Any renewal or extension of the time of payment of any Senior Debt of
the Company or the exercise by the holders of Senior Debt of the Company of any
of their rights under any instrument creating or evidencing such Senior Debt,
including without limitation the waiver of default thereunder, may be made or
done all without notice to or assent from Holders of the Securities or the
Trustee.

         No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Debt of the Company is outstanding or of such Senior Debt, whether or not
such release is in accordance with the provisions of any applicable document,
shall in any way alter or affect any of the provisions of this Article Fifteen
or of the Securities relating to the subordination thereof.

                                      * * *

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

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


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<PAGE>
                                             KCS ENERGY, INC.

                                             ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                             KCS RESOURCES, INC.

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                             MEDALLION CALIFORNIA RESOURCES
                                             COMPANY

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

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