<PAGE> 55

                                                        EXHIBIT 10.2









                             SENIOR INDENTURE,

                        dated as of August 28, 1997,


                                  between


                           U.S. HOME CORPORATION


                                    and


                     IBJ SCHRODER BANK & TRUST COMPANY

                                  Trustee






<PAGE> 56

                           CROSS-REFERENCE TABLE


       TIA
     Section                                           Indenture Section

    310(a)(1).................................................. 9.10
       (a)(2).................................................. 9.10
       (a)(3).................................................. N.A.
       (a)(4).................................................. N.A.
       (b)..................................................... 9.08; 9.10
       (c)..................................................... N.A.
    311(a)....................................................... 9.11
       (b)..................................................... 9.11
       (c)..................................................... N.A.
    312(a)..................................................... 10.01; 10.02
       (b)..................................................... 10.02; 14.03
       (c)..................................................... 10.02
    313(a)..................................................... 9.06
       (b)(1).................................................. 9.06
       (b)(2).................................................. 9.06
       (c)..................................................... 9.06
       (d)..................................................... 9.06
    314(a)..................................................... 6.03
       (b)..................................................... N.A.
       (c)(1).................................................. 14.04; 14.05
       (c)(2).................................................. 14.04; 14.05
       (c)(3).................................................. 14.05
       (d)..................................................... N.A.
       (e)..................................................... 14.05
       (f)..................................................... N.A.
    315(a)..................................................... 9.01
       (b)..................................................... 9.05
       (c)..................................................... 9.01
       (d)..................................................... 9.01
       (e)..................................................... 8.11
    316(a)(last sentence)...................................... 8.05
       (a)(1)(A)............................................... 8.05
       (a)(1)(B)............................................... 8.04
       (a)(2).................................................. Not applicable
       (b)..................................................... 8.07


<PAGE> 57

                                                           

                                                                        
    317(a)(1).................................................. 8.08
       (a)(2).................................................. 8.09
       (b)..................................................... 3.05
    318(a)..................................................... 14.01

     N.A. means not applicable

    Note: This cross-reference table will not, for any purpose, be deemed
          to be a part of this Indenture.


<PAGE> 58


                             TABLE OF CONTENTS


                                                          

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE...............................1
Section 1.01          Rules of Construction..............................1
Section 1.02          Definitions........................................2
                      Acquisition Debt...................................2
                      Affiliate .........................................2
                      Affiliate Transaction..............................2
                      Agent .............................................2
                      Asset Sale ........................................2
                      Asset Sale Offer Date..............................3
                      Asset Sale Offer Price.............................3
                      Bankruptcy Law ....................................3
                      Board of Directors.................................3
                      Board Resolution...................................3
                      Business Day ......................................3
                      Capital Stock .....................................3
                      Capitalized Lease Obligations......................3
                      Change of Control..................................3
                      Change of Control Offer............................4
                      Change of Control Payment Date.....................4
                      Change of Control Price............................4
                      Common Equity .....................................4
                      Company ...........................................4
                      Company Request or Company Order...................4
                      Consolidated Cash Flow Available for Fixed Charges.4
                      Consolidated Fixed Charge Coverage Ratio...........5
                      Consolidated Income Tax Expense....................5
                      Consolidated Interest Expense......................5
                      Consolidated Interest Incurred.....................5
                      Consolidated Net Income............................5
                      Consolidated Tangible Net Assets...................6
                      Consolidated Tangible Net Worth....................6
                      Corporate Trust Office of the Trustee..............6
                      Covenant Defeasance................................6
                      Custodian .........................................6
                      Default ...........................................6
                      Defaulted Interest.................................6
                      Defeasance.........................................6
                      Defeasible Series..................................7
                      Depository.........................................7
                      Disqualified Stock.................................7
                      Disqualified Stock Dividend........................7
                      DTC ...............................................7
                      Event of Default...................................7
                      Exchange Act.......................................7
                      Existing Credit Facility...........................7

<PAGE> 59

                      Existing Indebtedness..............................8
                      Fair Market Value..................................8
                      GAAP ..............................................8
                      Global Security....................................8
                      Hedging Obligations................................8
                      Holder ............................................8
                      Incur .............................................8
                      Indebtedness.......................................8
                      Indenture..........................................9
                      Independent Financial Advisor......................9
                      Intangible Assets.................................10
                      Interest Expense..................................10
                      Interest Incurred.................................10
                      Interest Payment Date.............................10
                      Issue Date........................................11
                      Legal Holiday.....................................11
                      Lien .............................................11
                      Material Subsidiary...............................11
                      Maturity .........................................11
                      Net Proceeds......................................11
                      Net Worth Amount..................................12
                      Net Worth Offer...................................12
                      Net Worth Offer Date..............................12
                      Net Worth Offer Price.............................12
                      Non-Recourse Indebtedness.........................12
                      Officer ..........................................12
                      Officers' Certificate.............................12
                      Opinion of Counsel................................12
                      Outstanding.......................................12
                      Paying Agent......................................13
                      Permitted Investment..............................13
                      Permitted Liens...................................14
                      Person ...........................................15
                      Place of Payment..................................15
                      Preferred Stock...................................15
                      Refinancing Indebtedness..........................15
                      Registrar.........................................16
                      Regular Record Date...............................16
                      Restricted Investment.............................16
                      Restricted Payment................................16
                      SEC ..............................................17

<PAGE> 60

                      Securities........................................17
                      Security Register.................................17
                      Special Record Date...............................17
                      Stated Maturity...................................18
                      Subsidiary........................................18
                      Successor.........................................18
                      TIA...............................................18
                      Trustee...........................................18
                      Trust Officer.....................................18
                      U.S. Government Obligations.......................18
                      "Unrestricted Subsidiary..........................19

ARTICLE 2

SECURITY FORMS..........................................................20
Section 2.01          Forms Generally...................................20
Section 2.02          Form of Legend for Global Securities..............20
Section 2.03          Form of Trustee's Certificate of Authentication...21

ARTICLE 3

THE SECURITIES..........................................................22
Section 3.01          Amount Unlimited; Issuable in Series..............22
Section 3.02          Denominations.....................................24
Section 3.03          Execution, Authentication, Delivery and Dating....25
Section 3.04          Temporary Securities..............................27
Section 3.05          Registration, Registration of Transfer and
                      Exchange..........................................27
Section 3.06          Mutilated, Destroyed, Lost and Stolen Securities..31
Section 3.07          Payment of Interest; Interest Rights Preserved....32
Section 3.08          Persons Deemed Owners.............................33
Section 3.09          Cancellation......................................33
Section 3.10          Computation of Interest...........................34

ARTICLE 4

REDEMPTION..............................................................34
Section 4.01          Applicability of Article..........................34
Section 4.02          Election to Redeem; Notice to Trustee.............34
Section 4.03          Selection of Securities to Be Redeemed............34
Section 4.04          Notices to Holders................................35
Section 4.05          Effect of Notice of Redemption....................36
Section 4.06          Deposit of Redemption Price.......................36
Section 4.07          Securities Redeemed in Part.......................36
Section 4.08          Optional Redemption...............................36


<PAGE> 61

ARTICLE 5

SINKING FUNDS...........................................................37
Section 5.01          Applicability of Article..........................37
Section 5.02          Satisfaction of Sinking Fund Payments with
                      Securities........................................37
Section 5.03          Redemption of Securities for Sinking Fund.........37

ARTICLE 6

COVENANTS..............................................................39
Section 6.01          Payment of Securities............................39
Section 6.02          Maintenance of Office or Agency..................39
Section 6.03          SEC Reports; Financial Statements................40
Section 6.04          Money for Security Payments to Be Held in Trust..40
Section 6.05          Compliance Certificate...........................42
Section 6.06          Corporate Existence, etc.........................42
Section 6.07          Payment of Taxes and Other Claims................42
Section 6.08          Insurance........................................43
Section 6.09          Stay, Extension and Usury Laws...................43
Section 6.10          Maintenance of Properties........................43
Section 6.11          Disposition of Proceeds of Asset Sales...........43
Section 7.01          Limitations on Mergers and Consolidations........57
Section 7.02          Successor Corporation Substituted................58

ARTICLE 8

DEFAULTS AND REMEDIES..................................................58
Section 8.01          Events of Default................................58
Section 8.02          Acceleration.....................................60
Section 8.03          Other Remedies...................................61
Section 8.04          Waiver of Past Defaults and Compliance With
                               Indenture Provisions....................61
Section 8.05          Control by Majority..............................62
Section 8.06          Limitations on Suits.............................62
Section 8.07          Rights of Holders to Receive Payment.............62
Section 8.08          Collection Suit by Trustee.......................63
Section 8.09          Trustee May File Proofs of Claim.................63
Section 8.10          Priorities.......................................63
Section 8.11          Undertaking for Costs............................64
Section 8.12          Restoration of Rights and Remedies...............64


<PAGE> 62

ARTICLE 9

TRUSTEE................................................................64
Section 9.01          Duties of Trustee................................64
Section 9.02          Rights of Trustee................................66
Section 9.03          Individual Rights of Trustee.....................67
Section 9.04          Trustee's Disclaimer.............................67
Section 9.05          Notice of Defaults...............................67
Section 9.06          Reports by Trustee to Holders....................67
Section 9.07          Compensation and Indemnity.......................68
Section 9.08          Replacement of Trustee...........................68
Section 9.09          Successor Trustee by Merger, etc.................69
Section 9.10          Eligibility; Disqualification....................70
Section 9.11          Preferential Collection of Claims
                               Against Company.........................70

ARTICLE 10

HOLDERS' LISTS.........................................................70
Section 10.01         Company to Furnish Trustee Names and Addresses
                               of Holders..............................70
Section 10.02         Preservation of Information......................71

ARTICLE 11

DEFEASANCE AND COVENANT DEFEASANCE.....................................71
Section 11.01         Company's Option to Effect Defeasance or
                               Covenant Defeasance.....................71
Section 11.02         Defeasance and Discharge.........................71
Section 11.03         Covenant Defeasance..............................72
Section 11.04         Conditions to Defeasance or Covenant Defeasance..72
Section 11.05         Deposited Money and U.S. Government Obligations
                               to Be Held in Trust; Other
                               Miscellaneous Provisions................74
Section 11.06         Reinstatement....................................75

ARTICLE 12

SATISFACTION AND DISCHARGE............................................75
Section 12.01         Satisfaction and Discharge of Indenture.........75
Section 12.02         Application of Trust Money......................77

ARTICLE 13

SUPPLEMENTAL INDENTURES...............................................77
Section 13.01         Supplemental Indentures Without Consent of
                               Holders................................77
Section 13.02         Supplemental Indentures With Consent of
                               Holders................................78
Section 13.03         Compliance With TIA.............................80
Section 13.04         Revocation and Effect of Consents...............80
Section 13.05         Notation on or Exchange of Securities...........81
Section 13.06         Trustee to Sign Amendments, etc.................81


<PAGE> 63

ARTICLE 14

MISCELLANEOUS.........................................................81
Section 14.01         TIA Controls....................................81
Section 14.02         Notices.........................................81
Section 14.03         Communication by Holders With Other Holders.....83
Section 14.04         Action by Securityholders.......................83
Section 14.05         Proof of Execution of Instruments and Holding
                               of Securities..........................84
Section 14.06         Obligation to Disclose Beneficial Ownership of
                               Securities.............................84
Section 14.07         Certificate and Opinion as to Conditions 
                               Precedent..............................84
Section 14.08         Statements Required in Certificate or Opinion...85
Section 14.09         Rules by Trustee and Agents.....................86
Section 14.10         No Recourse Against Others......................86
Section 14.11         Governing Law...................................86
Section 14.12         No Adverse Interpretation of Other Agreements...86
Section 14.13         Successors......................................86
Section 14.14         Severability....................................87
Section 14.15         Counterpart Originals...........................87
Section 14.16         Trustee as Paying Agent and Registrar...........87
Section 14.17         Table of Contents, Headings, etc................87
Section 14.18         Benefits of Indenture...........................87
Section 14.19         Acceptance of Trust.............................87

ARTICLE 15

MEETINGS OF HOLDERS OF SECURITIES.....................................88
Section 15.01         Purposes of Meetings............................88
Section 15.02         Call of Meetings by Trustee.....................88
Section 15.03         Call of Meetings by Company or Securityholders..88
Section 15.04         Person Entitled to Vote at Meeting..............89
Section 15.05         Regulations for Meeting.........................89


<PAGE> 64

                  INDENTURE, dated as of August 28, 1997, between U.S. Home
Corporation, a Delaware corporation, and IBJ Schroder Bank & Trust Company,
a banking organization organized under the laws of New York, as trustee.

                          RECITALS OF THE COMPANY

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

                  B.  All  things  necessary  have  been  done to make  the
Securities,  when executed by the Company and  authenticated  and delivered
hereunder  and duly issued by the  Company,  the valid  obligations  of the
Company and to make this Indenture a valid agreement of the Company.

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


                                 ARTICLE 1

                 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01      Rules of Construction

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

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

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

                  (c) 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 hereof;

                  (d)      "or" is not exclusive; and

                  (e)   provisions   apply   to   successive   events   and
transactions.


<PAGE> 65

Section 1.02      Definitions

                  Capitalized  terms used  herein  will have the  following
respective meanings when used herein:

                  "Acquisition  Debt"  means  Indebtedness  of  any  Person
existing at the time such  Person  became a  Subsidiary  of the Company (or
such  Person  is  merged   into  the  Company  or  one  of  the   Company's
Subsidiaries)  or assumed in connection with the acquisition of assets from
any such  Person  (other than assets  acquired  in the  ordinary  course of
business  of  the  Company  and  its  Subsidiaries),   including,   without
limitation,  Indebtedness  Incurred in connection with, or in contemplation
of,  such  Person  becoming a  Subsidiary  of the  Company  (but  excluding
Indebtedness  of such Person  which is  extinguished,  retired or repaid in
connection with such Person becoming a Subsidiary of the Company).

                  "Affiliate"  of any Person  means any Person  directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such Person.  For purposes of this Indenture,  each executive
officer and director of the Company and each Restricted  Subsidiary will be
an Affiliate of the Company.  In addition,  for purposes of this Indenture,
control of a 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. Notwithstanding the foregoing,
the term "Affiliate"  will not include,  with respect to the Company or any
Restricted  Subsidiary  which is a Wholly Owned  Subsidiary of the Company,
any  Restricted  Subsidiary  which  is a  Wholly  Owned  Subsidiary  of the
Company.

                  "Affiliate Transaction" has the meaning set forth in 
Section 6.17(a) hereof.

                  "Agent" means any Registrar or Paying Agent.

                  "Asset  Sale"  for any  Person  means  the  sale,  lease,
conveyance or other disposition (including,  without limitation, by merger,
consolidation or sale and leaseback  transaction,  and whether by operation
of law or  otherwise) of any of that Person's  assets  (including,  without
limitation,  the  sale  or  other  disposition  of  Capital  Stock  of  any
Subsidiary  of such  Person,  whether by such  Person or such  Subsidiary),
whether owned on the Issue Date of Securities of any series or subsequently
acquired in one transaction or a series of related  transactions,  in which
such Person and/or its Subsidiaries receive cash and/or other consideration
(including,   without   limitation,   the   unconditional   assumption   of
Indebtedness  of such Person and/or its  Subsidiaries)  having an aggregate
Fair Market Value of $5,000,000 or more as to such transaction or series of
related  transactions;  provided,  however, (i) sales of homes and sales of
mortgages on homes in the ordinary course of business  consistent with past
practices will not constitute Asset Sales, (ii) sales, leases,  conveyances
or other dispositions,  including, without limitation,  exchanges or swaps,
of  real  estate  or  other  assets  in the  ordinary  course  of  business
consistent  with past  practices  will not  constitute  Asset Sales,  (iii)

<PAGE> 66

sales, leases, sale-leasebacks or other dispositions of amenities and other
improvements  at the  Company's  or its  Subsidiaries'  communities  in the
ordinary  course  of  business  consistent  with  past  practices  will not
constitute Asset Sales, and (iv)  transactions  between the Company and any
of its  Restricted  Subsidiaries  which are Wholly Owned  Subsidiaries,  or
among such Restricted  Subsidiaries  which are Wholly Owned Subsidiaries of
the Company will not constitute Asset Sales.

                  "Asset Sale Offer Date" has the meaning set forth in
Section 6.11(c) hereof.

                  "Asset Sale Offer Price" has the meaning set forth in
Section 6.11(c) hereof.

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

                  "Board of  Directors"  means the board of  directors of a
Person  or any  authorized  committee  of the  board of  directors  of such
Person.

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

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital  Stock" of any Person  means any and all shares,
rights  to  purchase,   warrants  or  options  (whether  or  not  currently
exercisable),  participations,  or other  equivalents  of or  interests  in
(however  designated)  the equity (which  includes,  but is not limited to,
common stock,  preferred stock and partnership and joint venture interests)
of such Person (excluding any debt securities that are convertible into, or
exchangeable for, such equity).

                  "Capitalized  Lease  Obligations" of any Person means any
obligation  of such Person to pay rent or other  amounts under a lease that
is  required  to  be  capitalized  for  financial   reporting  purposes  in
accordance  with  GAAP,  and  the  amount  of such  obligation  will be the
capitalized amount thereof determined in accordance with GAAP.

                  "Change of Control" means any of the  following:  (i) the
sale, lease, conveyance or other disposition of all or substantially all of
the Company's  assets as an entirety or substantially as an entirety to any
Person or group of Persons  (within the meaning of Section  13(d)(3) of the
Exchange  Act)  in  one  or a  series  of  transactions;  provided  that  a
transaction  where the  holders  of all  classes  of  Common  Equity of the
Company  immediately prior to such transaction own, directly or indirectly,
50 percent or more of the  aggregate  voting power of all classes of Common
Equity of such Person or group  immediately after such transaction will not
be a Change of Control,  (ii) the  acquisition by the Company and/or any of
its Subsidiaries of 50 percent or more of the aggregate voting power of all

<PAGE> 67

classes of Common Equity of the Company in one  transaction  or a series of
related transactions,  (iii) the liquidation or dissolution of the Company;
provided that a liquidation  or dissolution of the Company which is part of
a transaction or series of related  transactions that does not constitute a
Change of Control under the "provided"  clause of clause (i) above will not
constitute  a  Change  of  Control  under  this  clause  (iii)  or (iv) any
transaction  or a series of related  transactions  (as a result of a tender
offer,  merger,  consolidation or otherwise) that results in, or that is in
connection with, (a) any Person,  including,  a "group" (within the meaning
of Section 13(d)(3) of the Exchange Act) acquiring beneficial ownership (as
determined in accordance with Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of 50 percent or more of the aggregate  voting power of all
classes of Common  Equity of the  Company or of any Person  that  possesses
beneficial ownership (as determined in accordance with Rule 13d-3 under the
Exchange  Act),  directly  or  indirectly,  of 50  percent  or  more of the
aggregate  voting  power of all classes of Common  Equity of the Company or
(b) less than 50 percent  (measured  by the  aggregate  voting power of all
classes) of the Common Equity of the Company being registered under Section
12(b) or 12(g) of the Exchange Act.

                  "Change of Control Offer" has the meaning set forth in
Section 6.16(a) hereof.

                  "Change of Control Payment Date" has the meaning set
forth in Section 6.16(a) hereof.

                  "Change of Control Price" has the meaning set forth
in Section 6.16(a) hereof.

                  "Common  Equity" of any Person means all Capital Stock of
such  Person  that is  generally  entitled  (i) to vote in the  election of
directors of such Person,  or (ii) if such Person is not a corporation,  to
vote or  otherwise  participate  in the  selection of the  governing  body,
partners,  managers or others that will control the management and policies
of such Person.

                  "Company" means U.S. Home Corporation, a Delaware
corporation, and any successor thereof.

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


<PAGE> 68

                  "Consolidated  Cash Flow  Available for Fixed Charges" of
the Company means,  for any period,  the sum of the amounts for such period
of (i) Consolidated Net Income,  plus (ii) Consolidated  Income Tax Expense
(other than income tax expense (either  positive or negative)  attributable
to  extraordinary  and nonrecurring  gains or losses on Asset Sales),  plus
(iii)  Consolidated  Interest  Expense,  plus  (iv) all  depreciation,  and
without   duplication,   amortization   (including,   without   limitation,
previously  capitalized  interest amortized to cost of sales), plus (v) all
other noncash items reducing Consolidated Net Income for such period, minus
(vi) all other noncash items increasing Consolidated Net Income during such
period;  all as determined on a consolidated  basis for the Company and its
Restricted Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" of the Company
means,  with  respect  to  any   determination   date,  the  ratio  of  (i)
Consolidated  Cash Flow  Available for Fixed Charges of the Company for the
prior four full  fiscal  quarters  for which  financial  results  have been
reported  immediately   preceding  the  determination  date,  to  (ii)  the
aggregate  Consolidated Interest Incurred of the Company for the prior four
fiscal quarters for which financial results have been reported  immediately
preceding the determination date.

                  "Consolidated  Income Tax Expense" of the Company for any
period  means the income  tax  expense of the  Company  and its  Restricted
Subsidiaries  for  such  period,  determined  on a  consolidated  basis  in
accordance with GAAP.

                  "Consolidated  Interest  Expense"  of the Company for any
period  means  the  Interest  Expense  of the  Company  and its  Restricted
Subsidiaries  for  such  period,  determined  on a  consolidated  basis  in
accordance with GAAP.

                  "Consolidated  Interest  Incurred" of the Company for any
period  means the  Interest  Incurred  of the  Company  and its  Restricted
Subsidiaries  for  such  period,  determined  on a  consolidated  basis  in
accordance with GAAP.

                  "Consolidated  Net  Income" of the Company for any period
means the aggregate net income (or loss) of the Company and its  Restricted
Subsidiaries  for  such  period,  determined  on a  consolidated  basis  in
accordance  with GAAP;  provided  that there will be excluded from such net
income (to the extent otherwise included therein), without duplication: (i)
the net income (or loss) of any Person (other than a Restricted Subsidiary)
in  which  any  Person  (including,  without  limitation,  an  Unrestricted
Subsidiary) other than the Company has an ownership interest, except to the
extent that any such income has  actually  been  received by the Company or
any Restricted Subsidiary in the form of dividends or similar distributions
during  such  period,   (ii)  except  to  the  extent   includible  in  the
Consolidated  Net Income  pursuant to the  foregoing  clause  (i),  the net
income (or loss) of any Person that accrued prior to the date that (a) such

<PAGE> 69

Person  becomes a Restricted  Subsidiary or is merged into or  consolidated
with the Company or any of its Restricted Subsidiaries or (b) the assets of
such  Person  are  acquired  by  the  Company  or  any  of  its  Restricted
Subsidiaries,  (iii) the net  income of any  Restricted  Subsidiary  to the
extent that (but only so long as) the  declaration  or payment of dividends
or similar  distributions  by such Restricted  Subsidiary of that income is
not  permitted by  operation of the terms of its charter or any  agreement,
instrument,   judgment,   decree,  order,  statute,  rule  or  governmental
regulation  applicable to that  Restricted  Subsidiary  during such period,
(iv) in the case of a successor to the Company by consolidation,  merger or
transfer of its assets, any earnings of the successor prior to such merger,
consolidation  or  transfer  of assets and (v) the gains  (but not  losses)
resulting from (a) the  acquisition of securities  issued by the Company or
extinguishment  of  Indebtedness  of the  Company,  (b) Asset Sales and (c)
other extraordinary  items.  Notwithstanding the foregoing,  in calculating
Consolidated  Net  Income,  the  Company  will be  entitled  to  take  into
consideration the tax benefits  associated with any extraordinary loss, but
only to the  extent  such  tax  benefits  are  recognized  by the  Company.
Consolidated  Net Income will  exclude any noncash  losses,  whether or not
extraordinary,  incurred in  connection  with the issuance of Capital Stock
(other than Disqualified Stock) in exchange for Indebtedness of the Company
or its Wholly Owned Subsidiaries which are Restricted Subsidiaries.

                  "Consolidated  Tangible  Net Assets" of the Company as of
any date means the total amount of assets of the Company and its Restricted
Subsidiaries (less applicable  reserves) on a consolidated basis at the end
of the fiscal  quarter  immediately  preceding  such date, as determined in
accordance  with GAAP,  less:  (i) Intangible  Assets and (ii)  appropriate
adjustments  on account of  minority  interests  of other  Persons  holding
equity  investments  in  Restricted  Subsidiaries,  in the  case of each of
clauses (i) and (ii) above as reflected on the  consolidated  balance sheet
of the Company and its Restricted  Subsidiaries as of the end of the fiscal
quarter immediately preceding such date.

                  "Consolidated  Tangible  Net Worth" of the  Company as of
any date means the stockholders' equity (including any Preferred Stock that
is classified as equity under GAAP, other than  Disqualified  Stock) of the
Company and its Restricted  Subsidiaries on a consolidated basis at the end
of the fiscal  quarter  immediately  preceding  such date, as determined in
accordance with GAAP, less the amount of Intangible Assets reflected on the
consolidated  balance sheet of the Company and its Restricted  Subsidiaries
as of the end of the fiscal quarter immediately preceding such date.

                  "Corporate  Trust Office of the  Trustee"  will be at the
address of the  Trustee  specified  in Section  14.02  hereof or such other
address as the Trustee may give notice to the Company.

                  "Covenant Defeasance" has the meaning set forth in Section
11.03 hereof.

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


<PAGE> 70

                  "Default"  means any event,  act or condition that is, or
after notice or the passage of time or both would be, an Event of Default.

                  "Defaulted Interest" has the meaning set forth in Section
3.07 hereof.

                  "Defeasance" has the meaning set forth in Section 11.02
hereof.
                  "Defeasible Series" has the meaning set forth in
Section 11.01 hereof.

                  "Depository"  means,  with respect to  Securities  of any
series  issuable  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 Depository  for such  Securities  as  contemplated  by
Section 3.01.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is  convertible or for
which it is exchangeable),  or upon the happening of any event,  matures or
is  mandatorily  redeemable,  pursuant  to a  sinking  fund  obligation  or
otherwise,  or is redeemable at the option of the holder thereof,  in whole
or in part, on or prior to the final Maturity date of the Securities of any
series;  provided  that  any  Capital  Stock  which  would  not  constitute
Disqualified  Stock but for provisions  thereof giving holders  thereof the
right to require the Company to  repurchase  or redeem such  Capital  Stock
upon the  occurrence  of a change of control  occurring  prior to the final
Maturity of the Securities  will not constitute  Disqualified  Stock if the
change of control  provisions  applicable to such Capital Stock are no more
favorable  to the  holders  of  such  Capital  Stock  than  the  provisions
contained  in Section  6.16  hereof  and such  Capital  Stock  specifically
provides that the Company will not  repurchase or redeem (or be required to
repurchase  or redeem) any such Capital Stock  pursuant to such  provisions
prior to the Company's  repurchase  of Securities  pursuant to Section 6.16
hereof.

                  "Disqualified  Stock  Dividend" of any Person means,  for
any  dividend  payable  with regard to  Disqualified  Stock  issued by such
Person, the amount of such dividend multiplied by a fraction, the numerator
of which is one and the  denominator  of which  is one  minus  the  maximum
statutory combined federal, state and local income tax rate (expressed as a
decimal number between 1 and 0) then applicable to such Person.

                  "DTC" has the meaning set forth in Section 2.02 hereof.

                  "Event of Default" has the meaning set forth in Section
8.01(a) hereof.

                  "Excess Proceeds" has the meaning set forth in Section
6.11(a) hereof.

                  "Excess Proceeds Offer" has the meaning set forth in

<PAGE> 71

Section 6.11(c) hereof.

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

                  "Existing Credit Facility" means the Amended and Restated
Credit  Agreement,  dated as of May 28,  1997,  between the Company and the
lenders  named  therein and The First  National  Bank of Chicago,  as Agent
(together  with  the  documents   related   thereto   (including,   without
limitation,  any guaranty  agreements)),  as such  Facility may be amended,
restated,  supplemented  or  otherwise  modified  from  time to  time,  and
includes any facility  extending  the  maturity  of,  increasing  the total
commitment  of,  or  restructuring  (including,   without  limitation,  the
inclusion of additional  borrowers  thereunder that are Subsidiaries of the
Company and whose obligations thereunder are guaranteed by the Company) all
or any portion of, the Indebtedness under such Facility or any successor or
replacement facilities and includes any facility with one or more agents or
lenders  refinancing  or replacing  all or any portion of the  Indebtedness
under such Facility or any successor facilities.

                  "Existing  Indebtedness" means all of the Indebtedness of
the Company and its  Subsidiaries  that is outstanding on the Issue Date of
Securities of any series.

                  "Fair Market Value" with respect to any asset or property
means the sale value that would be obtained in an arm's-length  transaction
between an informed and willing  seller under no  compulsion to sell and an
informed and willing buyer under no compulsion to buy.

                  "GAAP" means generally accepted accounting principles 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 on
the Issue Date of the Securities of any series.

                  "Global  Security" means a Security that evidences all or
part of the Securities of any series and is authenticated and delivered to,
and  registered  in the name of, the  Depository  for such  Securities or a
nominee thereof.

                  "Hedging Obligations" of any Person means the obligations
of such  Person  pursuant  to any  interest  rate swap  agreement,  foreign
currency  exchange  agreement,  interest rate collar  agreement,  option or
futures  contract or other  similar  agreement or  arrangement  relating to
interest rates or foreign exchange rates.

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


<PAGE> 72

                  "Incur" means to, directly or indirectly,  create, incur,
assume,  guaranty,  extend the maturity of, or otherwise become liable with
respect to any Indebtedness.

                  "Indebtedness"  of any Person at any date means,  without
duplication,  (i)  all  indebtedness  of such  Person  for  borrowed  money
(whether or not the recourse of the lender is to the whole of the assets of
such Person or only to a portion  thereof),  (ii) all  obligations  of such
Person evidenced by bonds, debentures,  notes or other similar instruments,
(iii) all  obligations  of such  Person in  respect of letters of credit or
other  similar  instruments  (or  reimbursement  obligations  with  respect
thereto),  other than standby  letters of credit issued for the benefit of,
or surety and  performance  bonds  issued by, such  Person in the  ordinary
course of  business,  (iv) all  obligations  of such Person with respect to
Hedging  Obligations (other than those that fix or cap the interest rate on
variable rate  indebtedness  otherwise  permitted by this Indenture or that
fix the exchange  rate in connection  with  indebtedness  denominated  in a
foreign  currency and otherwise  permitted by this Indenture and other than
the purchase of mortgage  commitments in the ordinary  course of business),
(v) all  obligations of such Person to pay the deferred and unpaid purchase
price  of  property  or  services,   including,   without  limitation,  all
conditional sale  obligations of such Person and all obligations  under any
title  retention  agreement  (except  trade  payables and accrued  expenses
incurred in the ordinary course of business),  (vi) all  Capitalized  Lease
Obligations of such Person,  (vii) all  indebtedness of others secured by a
Lien on any  asset of such  Person,  whether  or not such  indebtedness  is
assumed by such Person, (viii) all indebtedness of others guaranteed by, or
otherwise  the  liability of, such Person to the extent of such guaranty or
liability,  and (ix) all  Disqualified  Stock  issued by such  Person  (the
amount of indebtedness represented by any Disqualified Stock will equal the
greater of the voluntary or involuntary liquidation preference plus accrued
and unpaid dividends). The amount of indebtedness of any Person at any date
will be (a) the  outstanding  balance  at  such  date of all  unconditional
obligations as described  above,  (b) the maximum  liability of such Person
for any contingent  obligations  under clause (v) above and (c) in the case
of clause (vii) (if the indebtedness  referred to therein is not assumed by
such Person), the lesser of the (A) Fair Market Value of all assets subject
to a Lien  securing  the  indebtedness  of others on the date that the Lien
attaches and (B) amount of the indebtedness secured.

                  "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 TIA that are deemed to
be a  part  of  and  govern  this  instrument  and  any  such  supplemental
indenture,  respectively. The term "Indenture" shall also include the terms
of particular  series of Securities  established as contemplated by Section
3.01  hereof  upon  receipt  by the  Trustee  of an  Opinion  of Counsel in
accordance with Section 3.03 hereof.



<PAGE> 73

                  "Independent  Financial  Advisor"  means  an  accounting,
appraisal or investment banking firm of nationally recognized standing that
is, in the  reasonable  judgment of the Company's  Board of Directors,  (i)
qualified  to  perform  the task for  which it has been  engaged,  and (ii)
disinterested  and  independent  with  respect to the  Company,  all of its
Subsidiaries,  and each  Affiliate of the Company  and/or its  Subsidiaries
that is involved in the  Affiliate  Transaction  with respect to which such
firm has been engaged.

                  "Intangible  Assets" of the Company means all unamortized
debt discount and expense, unamortized deferred charges, goodwill, patents,
trademarks,  service marks,  trade names,  copyrights,  write-ups of assets
over their carrying value at the end of the last fiscal quarter ended prior
to the  Issue  Date  of  the  Securities  of any  series  or  the  date  of
acquisition,  if  acquired  subsequent  thereto,  and all other items which
would be treated as  intangibles on the  consolidated  balance sheet of the
Company and its Restricted Subsidiaries prepared in accordance with GAAP.

                  "Interest  Expense"  of any Person for any period  means,
without  duplication,  the  aggregate  amount  of (i)  interest  which,  in
conformity with GAAP, would be set opposite the caption "interest  expense"
or any like  caption on an income  statement  for such  Person  (including,
without   limitation,   imputed  interest  included  on  Capitalized  Lease
Obligations,  all  commissions,  discounts  and other fees and charges owed
with  respect to  letters  of credit  securing  financial  obligations  and
bankers'  acceptance  financing,  the net  costs  associated  with  Hedging
Obligations,  amortization  of  other  financing  fees  and  expenses,  the
interest  portion  of any  deferred  payment  obligation,  amortization  of
discount or premium,  if any, and all other noncash  interest expense other
than interest and other  charges  amortized to cost of sales) and includes,
with  respect  to the  Company  and its  Restricted  Subsidiaries,  without
duplication  (including  duplication of the foregoing items),  all interest
included  as a  component  of cost of sales for such  period,  and (ii) the
amount of  Disqualified  Stock  Dividends  recognized by the Company on any
Disqualified Stock whether or not paid during such period.

                  "Interest  Incurred" of any Person for any period  means,
without  duplication,  the  aggregate  amount  of (i)  interest  which,  in
conformity with GAAP, would be set opposite the caption "interest  expense"
or any like  caption on an income  statement  for such  Person  (including,
without   limitation,   imputed  interest  included  on  Capitalized  Lease
Obligations,  all  commissions,  discounts  and other fees and charges owed
with  respect to  letters  of credit  securing  financial  obligations  and
bankers'  acceptance  financing,  the net  costs  associated  with  Hedging
Obligations,  amortization  of  other  financing  fees  and  expenses,  the
interest  portion  of any  deferred  payment  obligation,  amortization  of
discount or premium,  if any, and all other noncash  interest expense other
than interest and other  charges  amortized to cost of sales) and includes,
with  respect  to the  Company  and its  Restricted  Subsidiaries,  without
duplication (including duplication of the foregoing items), all capitalized
interest  for  such  period,  all  interest  attributable  to  discontinued
operations  for such  period  to the  extent  not set  forth on the  income

<PAGE> 74

statement under the caption "interest expense" or any like caption, and all
interest actually paid by the Company or a Restricted  Subsidiary under any
guaranty of  Indebtedness  (including,  without  limitation,  a guaranty of
principal,  interest or any combination thereof) of any other Person during
such period and (ii) the amount of Disqualified Stock Dividends  recognized
by the Company on any  Disqualified  Stock  whether or not declared  during
such period.

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

                  "Investments"  of any Person means (i) all investments by
such Person in any other  Person in the form of loans,  advances or capital
contributions,  (ii) all guaranties of Indebtedness or other obligations of
any other Person by such Person, (iii) all purchases (or other acquisitions
for  consideration) by such Person of Indebtedness,  Capital Stock or other
securities  of any other  Person  and (iv) all other  items  that  would be
classified as  investments  (including,  without  limitation,  purchases of
assets outside the ordinary  course of business) on a balance sheet of such
Person determined in accordance with GAAP.

                  "Issue  Date" means the date of original  issuance of the
Securities of each series established pursuant to Section 3.01 hereof.

                  "Legal Holiday" means Saturday,  Sunday or a day on which
banking  institutions  in New York,  New York or at a Place of Payment  are
authorized  or obligated by law,  regulation  or executive  order to remain
closed. If a payment date is a Legal Holiday at a Place of Payment, payment
shall be made at that place on the next  succeeding day that is not a Legal
Holiday and no interest shall accrue for the intervening period.

                  "Lien"  means with  respect to any asset,  any  mortgage,
lien, pledge, charge, security interest or other similar encumbrance of any
kind upon or in respect of such  asset,  whether or not filed,  recorded or
otherwise  perfected under applicable law (including,  without  limitation,
any conditional sale or other title retention  agreement,  and any lease in
the nature  thereof,  any option or other agreement to sell, and any filing
of, or  agreement  to give,  any  financing  statement  under  the  Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).

                  "Material Subsidiary" means any Subsidiary of the Company
which accounted for three percent or more of the Consolidated  Tangible Net
Assets or Consolidated Cash Flow Available for Fixed Charges of the Company
on a consolidated basis for the fiscal year ending immediately prior to any
Default or Event of Default.

                  "Maturity",  when used with  respect to a Security of any
series,  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.


<PAGE> 75

                  "Net  Proceeds"  means  cash (in U.S.  dollars  or freely
convertible  into U.S.  dollars)  received by the Company or any Restricted
Subsidiary  from an Asset  Sale net of (i) (a) all  brokerage  commissions,
investment banking fees and all other fees and expenses (including, without
limitation, fees and expenses of counsel and investment bankers) related to
such Asset Sale,  (b) provisions for all income and other taxes measured by
or resulting from such Asset Sale, (c) payments made to retire Indebtedness
where  payment of such  Indebtedness  is required in  connection  with such
Asset Sale,  (d) amounts  required to be paid to any Person (other than the
Company or a Restricted  Subsidiary)  owning a  beneficial  interest in the
assets subject to the Asset Sale and (e) appropriate amounts to be provided
by the Company or any Restricted Subsidiary thereof, as the case may be, as
a reserve, in accordance with GAAP, against any liabilities associated with
such Asset Sale and  retained by the Company or any  Restricted  Subsidiary
thereof,  as the case may be,  after such Asset  Sale,  including,  without
limitation,   pension  and  other   post-employment   benefit  liabilities,
liabilities  related to  environmental  matters and  liabilities  under any
indemnification  obligations  associated  with  such  Asset  Sale,  all  as
reflected in an Officers'  Certificate  delivered to the Trustee,  and (ii)
all noncash consideration  received by the Company or any of its Restricted
Subsidiaries  from such Asset Sale upon the  liquidation  or  conversion of
such  consideration  into  cash,  without  duplication,  net of  all  items
enumerated in subclauses (a) through (e) of clause (i) hereof.

                  "Net Worth Amount" has the meaning set forth in Section
6.20(a) hereof.

                  "Net Worth Offer" has the meaning set forth in Section 
6.20(a) hereof.

                  "Net Worth Offer Date" has the meaning set forth in
Section 6.20(a) hereof.

                  "Net Worth Offer Price" has the meaning set forth in
Section 6.20(a) hereof.

                  "Non-Recourse  Indebtedness"  means  Indebtedness  of the
Company or a Restricted  Subsidiary  for which (i) the sole legal  recourse
for  collection of principal and interest on such  Indebtedness  is against
the specific property identified in the instruments  evidencing or securing
such  Indebtedness and such property was acquired with the proceeds of such
Indebtedness  or such  Indebtedness  was Incurred  within 90 days after the
acquisition  of such  property  and (ii) no other  assets of the Company or
such Restricted  Subsidiary may be realized upon in collection of principal
or interest on such Indebtedness.

                  "Officer" means the Chairman of the Board, the President, 
the Senior Vice President, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Secretary or any Vice President
of a Person.


<PAGE> 76

                  "Officers' Certificate" means a certificate signed by two
Officers,  one of whom must be the  Person's  Chief  Executive  Officer (or
Co-Chief  Executive  Officer),  Chief  Operating  Officer,  Chief Financial
Officer or Chief Accounting Officer.

                  "Opinion of Counsel"  means an opinion from legal counsel
who is reasonably acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company or the Trustee.

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

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

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

                   (iii)  Securities  as to which the  Defeasance  has been
         effected pursuant to Section 11.02 hereof; and

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

provided, however, that in determining whether the Holders of the requisite
principal  amount of the  Outstanding  Securities  have given any  request,
demand, authorization,  direction, notice, consent or waiver hereunder, (a)
the  principal  amount of a  Security  denominated  in one or more  foreign
currencies  or  currency  units  shall  be  the  U.S.  dollar   equivalent,
determined in the manner provided as contemplated by Section 3.01 hereof on
the Issue Date of such Security,  of the principal amount of such Security,
and (b)  Securities  owned  by the  Company  or any  other  obligor  of the
Securities or any  Subsidiary of the Company or of such other obligor shall
be  disregarded  and  deemed  not  to  be  Outstanding,   except  that,  in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization,  direction, notice, consent or waiver, only
Securities  which the Trustee knows to be so owned shall be so disregarded.
Securities  so owned which have been  pledged in good faith may be regarded
as  Outstanding  if the  pledgee  establishes  to the  satisfaction  of the
Trustee the pledgee's  right so to act with respect to such  Securities and
that  the  pledgee  is not  the  Company  or any  other  obligor  upon  the
Securities or any Subsidiary of the Company or of such other obligor.
<PAGE> 77

                  "Paying  Agent" means any Person,  including the Company,
authorized  by the Company to pay the  principal  of or any interest on any
Securities of any series.

                  "Permitted Investment" of any Person means any Investment
of such Person in (i) direct obligations of the United States or any agency
thereof  or  obligations  guaranteed  by the  United  States or any  agency
thereof,  in each case maturing  within 180 days of the date of acquisition
thereof,  (ii) certificates of deposit maturing within 180 days of the date
of acquisition  thereof issued by a bank, trust company or savings and loan
association  which is organized  under the laws of the United States or any
state thereof having capital,  surplus and undivided profits aggregating in
excess of $250  million and a Keefe Bank Watch  Rating of C or better (or a
similar rating by any successor  thereof),  (iii)  certificates  of deposit
maturing  within 180 days of the date of  acquisition  thereof  issued by a
bank,  trust company or savings and loan  association  organized  under the
laws of the United  States or any state  thereof  other than  banks,  trust
companies or savings and loan associations  satisfying the criteria in (ii)
above;  provided that the aggregate  amount of all  certificates of deposit
issued  to the  Company  at any one time by such  bank,  trust  company  or
savings and loan  association  will not exceed  $100,000,  (iv)  commercial
paper given the highest rating by two  established  national  credit rating
agencies  and  maturing  not  more  than  180  days  from  the  date of the
acquisition  thereof,  (v) repurchase  agreements or money-market  accounts
which are fully secured by direct  obligations  of the United States or any
agency  thereof and (vi) in the case of the  Company and its  Subsidiaries,
any receivables or loans taken by the Company or a Subsidiary in connection
with the sale of any asset otherwise permitted by this Indenture.

                  "Permitted Liens" means (i) Liens for taxes,  assessments
or governmental charges or claims that either (a) are not yet delinquent or
(b) are being contested in good faith by appropriate  proceedings and as to
which  appropriate  reserves have been established or other provisions have
been made in accordance  with GAAP,  (ii) statutory  Liens of landlords and
carriers',   warehousemen's,    mechanics',   suppliers',    materialmen's,
repairmen's  or other  Liens  imposed by law and  arising  in the  ordinary
course  of  business  and with  respect  to  amounts  that,  to the  extent
applicable, either (a) are not yet delinquent or (b) are being contested in
good faith by appropriate  proceedings and as to which appropriate reserves
have been established or other provisions have been made in accordance with
GAAP,  (iii) Liens (other than any Lien imposed by the Employee  Retirement
Income  Security Act of 1974, as amended)  incurred or deposits made in the
ordinary  course of  business in  connection  with  workers'  compensation,
unemployment  insurance  and other  types of social  security,  (iv)  Liens
incurred  or deposits  made to secure the  performance  of  tenders,  bids,
leases, statutory obligations,  surety and appeal bonds, progress payments,
government  contracts and other  obligations  of like nature  (exclusive of
obligations  for the payment of borrowed  money),  in each case incurred in
the ordinary  course of business of the Company and its  Subsidiaries,  (v)
attachment  or  judgment  Liens not giving rise to a Default or an Event of
Default  and  which  are  being  contested  in good  faith  by  appropriate
proceedings, (vi) easements, rights-of-way,  restrictions and other similar
charges or encumbrances not materially interfering with the ordinary course
of business of the Company and its Subsidiaries, (vii) zoning restrictions,
licenses,  restrictions on the use of real property or minor irregularities
in title  thereto,  which do not  materially  impair  the use of such  real
property  in the  ordinary  course  of  business  of the  Company  and  its
Subsidiaries  or the value of such real  property  for the  purpose of such
business,  (viii)  leases or  subleases  granted to others  not  materially
interfering  with the  ordinary  course of  business of the Company and its
Subsidiaries, (ix) purchase money mortgages (including, without limitation,

<PAGE> 78

Capitalized Lease Obligations and purchase money security  interests),  (x)
Liens  securing  Refinancing  Indebtedness;  provided  that such Liens only
extend  to assets  which are  similar  to the type of assets  securing  the
Indebtedness   being  refinanced  and  such  refinanced   Indebtedness  was
previously secured by such similar assets, (xi) Liens securing Indebtedness
of the Company and its Restricted Subsidiaries; provided that the aggregate
amount  of   Indebtedness   secured  by  Liens  (other  than   Non-Recourse
Indebtedness  secured by Liens) will not exceed 40 percent of  Consolidated
Tangible Net Assets, (xii) any interest in or title of a lessor to property
subject to any Capitalized  Lease  Obligations  incurred in compliance with
the provisions of this  Indenture,  (xiii) Liens existing on the Issue Date
for Securities of any series, including, without limitation, Liens securing
Existing  Indebtedness,  (xiv) any option,  contract or other  agreement to
sell an asset;  provided such sale is not otherwise  prohibited  under this
Indenture,  (xv) Liens securing Non-Recourse Indebtedness of the Company or
a Restricted  Subsidiary thereof,  (xvi) Liens on property or assets of any
Restricted  Subsidiary securing  Indebtedness of such Restricted Subsidiary
owing to the Company or one or more Restricted  Subsidiaries,  (xvii) Liens
securing Indebtedness of an Unrestricted Subsidiary, (xviii) any right of a
lender or lenders to which the Company or a  Restricted  Subsidiary  may be
indebted to offset  against,  or  appropriate  and apply to the payment of,
such  Indebtedness  any and all balances,  credits,  deposits,  accounts or
monies  of the  Company  or a  Restricted  Subsidiary  with or held by such
lender or lenders  and (xix) any pledge or deposit of cash or  property  in
conjunction  with  obtaining  surety and  performance  bonds and letters of
credit required to engage in constructing on-site and off-site improvements
required  by  municipalities  or  other  governmental  authorities  in  the
ordinary  course  of  business  of  the  Company,  by  the  Company  or any
Restricted Subsidiary.

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

                  "Place  of  Payment",  when  used  with  respect  to  the
Securities of any series,  means the place or places where the principal of
and interest on the  Securities  of that series are payable as specified as
contemplated by Section 3.01 hereof.

                  "Preferred  Stock" of any Person means all Capital  Stock
of such Person which has a preference in liquidation or with respect to the
payment of dividends.


<PAGE> 79

                  "Refinancing   Indebtedness"   means   Indebtedness  that
refunds,   refinances  or  extends  any  Existing   Indebtedness  or  other
Indebtedness  permitted  to be Incurred  by the  Company or its  Restricted
Subsidiaries  pursuant  to the  terms  of this  Indenture,  but only to the
extent  that  (i)  the  Refinancing  Indebtedness  is  subordinated  to the
Securities  of any  series  to the same  extent as the  Indebtedness  being
refunded,   refinanced  or  extended,  if  at  all,  (ii)  the  Refinancing
Indebtedness  is  scheduled  to  mature  either  (a) no  earlier  than  the
Indebtedness  being  refunded,  refinanced  or  extended,  or (b) after the
maturity date of the Securities of such series,  (iii) the portion, if any,
of the Refinancing  Indebtedness that is scheduled to mature on or prior to
the Maturity date of the  Securities of such series has a Weighted  Average
Life to Maturity at the time such Refinancing Indebtedness is Incurred that
is equal to or greater  than the  Weighted  Average Life to Maturity of the
portion of the Indebtedness being refunded,  refinanced or extended that is
scheduled to mature on or prior to the Maturity  date of the  Securities of
such series,  (iv) such Refinancing  Indebtedness is in an aggregate amount
that is equal to or less than the aggregate amount then  outstanding  under
the  Indebtedness  being  refunded,   refinanced  or  extended,   (v)  such
Refinancing  Indebtedness  is Incurred  by the same  Person that  initially
Incurred the Indebtedness  being refunded,  refinanced or extended,  except
that the Company may Incur Refinancing Indebtedness to refund, refinance or
extend Indebtedness of any Restricted  Subsidiary and (vi) such Refinancing
Indebtedness is Incurred  within 180 days before or after the  Indebtedness
being  refunded,  refinanced  or extended  is so  refunded,  refinanced  or
extended;  provided that Refinancing  Indebtedness shall include the amount
of any  Indebtedness  under the Existing  Credit Facility which is Incurred
within  180 days  before  or after  the  repayment  of an equal  amount  of
Indebtedness under the Existing Credit Facility which was Incurred pursuant
to Section 6.13(a) hereof.

                  "Registrar" has the meaning set forth in Section 3.05 hereof.

                  "Regular  Record  Date" for the  interest  payable on any
Security  of any  series  on any  Interest  Payment  Date  means  the  date
specified for that purpose as contemplated by Section 3.01 hereof.

                  "Restricted  Investment" with respect to any Person means
any Investment (other than any Permitted  Investment) by such Person in any
(i) of its Affiliates,  (ii) executive officer or director of any Affiliate
of such Person,  or (iii) other  Person other than a Restricted  Subsidiary
which  is a Wholly  Owned  Subsidiary  of the  referent  Person;  provided,
however, that with respect to the Company and its Restricted  Subsidiaries,
any loan or advance to an executive officer or director of the Company or a
Subsidiary will not constitute a Restricted  Investment  provided such loan
or advance is made in the ordinary course of business  consistent with past
practices,  and,  if such loan or advance  exceeds  $100,000  (other than a
readily  marketable  mortgage  loan not exceeding  $500,000),  such loan or
advance  has been  approved by the Board of  Directors  of the Company or a
disinterested committee thereof.


<PAGE> 80

                  "Restricted Payment" with respect to any Person means (i)
the  declaration  of any  dividend  or the  making of any other  payment or
distribution of cash,  securities or other property or assets in respect of
such  Person's  Capital  Stock  (except that a dividend  payable  solely in
Capital  Stock  (other  than  Disqualified  Stock) of such  Person will not
constitute  a  Restricted  Payment),  (ii) any  payment  on  account of the
purchase,  redemption,  retirement or other  acquisition  for value of such
Person's Capital Stock or any other payment or distribution made in respect
thereof (other than payments or distributions excluded from the definitions
of Restricted Payment in clause (i) above),  either directly or indirectly,
(iii) any Restricted Investment and (iv) any principal payment, redemption,
repurchase,   defeasances  or  other   acquisition  or  retirement  of  any
Indebtedness  of any  Unrestricted  Subsidiary  or of  Indebtedness  of the
Company or its Restricted  Subsidiaries  which is  subordinated in right of
payment  to the  Securities  of any  series  (provided,  however,  that the
principal payment, redemption,  repurchase, defeasance or other acquisition
or retirement of any such  subordinated  Indebtedness by the Company or any
Restricted  Subsidiary on its scheduled final Maturity date or on any other
scheduled  date for the payment of any  installment  of  principal  thereof
(whether  pursuant to a sinking  fund,  mandatory  redemption or otherwise)
shall not be a Restricted Payment); provided, further, that with respect to
the Company and its Subsidiaries,  Restricted Payments will not include (a)
any payment or other  obligation  described  in clause  (i),  (ii) or (iii)
above made to or on behalf or for the  benefit of the Company or any of its
Restricted  Subsidiaries  which are Wholly Owned Subsidiaries by any of the
Company's  Subsidiaries,  or (b) any  proportionate  payment  in respect of
minority interests in Restricted  Subsidiaries of the Company to the extent
that the payment  constitutes  a return of capital that was not included in
the Company's  shareholders'  equity or a dividend or similar  distribution
not included in determining the Company's  Consolidated Net Income,  or (c)
any  principal  payment,  redemption,   repurchase,   defeasance  or  other
acquisition or retirement of  Indebtedness of the Company or its Restricted
Subsidiaries  which is subordinated to the Securities if the  consideration
therefor  consists  solely  of,  or  is  the  proceeds  from,  Indebtedness
subordinated to the Securities to the same extent as the Indebtedness being
paid, redeemed, repurchased,  defeased or otherwise acquired or retired, or
(d) any  principal  payment,  redemption,  repurchase,  defeasance or other
acquisition or retirement of  Indebtedness  or Capital Stock of such Person
or its  Subsidiaries  if the  consideration  therefor  consists  solely  of
Capital  Stock  (other  than  Disqualified  Stock) of such  Person,  or the
proceeds from such sale of such Capital Stock, or (e) any loans or advances
by the Company or any Restricted  Subsidiary to  Unrestricted  Subsidiaries
which in an  aggregate  amount at any one time  outstanding  do not  exceed
$50,000,000  or  (f)  any  principal   payment,   redemption,   repurchase,
defeasance  or  other  acquisition or retirement  of the  Company's  4 7/8%
Convertible Subordinated Debentures due 2005.


<PAGE> 81

                  "Restricted Subsidiary" means each of the Subsidiaries of
the Company which is not an Unrestricted Subsidiary.

                  "SEC" means the Securities and Exchange Commission, and
any successor thereto.

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

                  "Security Register" has the meaning set forth in Section
3.05 hereof.

                  "Special  Record  Date" for the payment of any  Defaulted
Interest  on any  Security  means a date fixed by the  Trustee  pursuant to
Section 3.07 hereof.

                  "Stated Maturity", when used with respect to any Security
of any series 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"  of any Person means (i) any  corporation of
which at least a majority of the  aggregate  voting power of all classes of
the Common  Equity is directly  or  indirectly  beneficially  owned by such
Person,  and (ii) any entity other than a corporation  of which such Person
directly or indirectly  beneficially owns at least a majority of the Common
Equity.

                  "Successor" has the meaning set forth in Section 7.01(a)
hereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Trustee"  means the Person named as the "Trustee" in the
first  paragraph  of the  Indenture  until a successor  Trustee  shall have
become such pursuant to the applicable  provisions of this  Indenture,  and
thereafter  "Trustee"  shall  mean or  include  the  Person who is then the
Trustee hereunder.

                  "Trust  Officer"  means any Senior Vice  President,  Vice
President,  Assistant  Vice  President,  Assistant  Secretary  or Assistant
Treasurer  of  the  Trustee  assigned  by the  Trustee  to  administer  its
corporate trust matters.


<PAGE> 82

                  "U.S. Government Obligations" means (i) any security that
is (a) a direct  obligation  of the United  States for the payment of which
the full  faith  and  credit of the  United  States  is  pledged  or (b) an
obligation of a Person  controlled or supervised by and acting as an agency
or   instrumentality   of  the  United  States  the  payment  of  which  is
unconditionally  guaranteed  as a full faith and credit  obligation  by the
United  States,  which,  in  either  case (a) or (b),  is not  callable  or
redeemable  at the option of the issuer  thereof,  and (ii) any  depositary
receipt  issued by a bank (as defined in Section  3(a)(2) of the Securities
Act of 1933, as amended) as custodian  with respect to any U.S.  Government
Obligation  specified  in  clause  (i) and held by such  custodian  for the
account of the holder of such  depositary  receipt,  or with respect to any
specific  payment of principal  of or interest on any such U.S.  Government
Obligation; provided that (except as required by law) such custodian is not
authorized to make any deduction  from the amount  payable to the holder of
such  depositary  receipt  from any amount  received  by the  custodian  in
respect  of the U.S.  Government  Obligation  or the  specific  payment  of
principal or interest evidenced by such depositary receipt.

                  "Unrestricted  Subsidiary" means each of the Subsidiaries
of the Company so designated by a Board Resolution.  The Board of Directors
of the Company may designate an Unrestricted  Subsidiary to be a Restricted
Subsidiary;  provided that (i) any such  redesignation will be deemed to be
an  Incurrence  by the  Company  and  its  Restricted  Subsidiaries  of the
Indebtedness (if any) of such  redesignated  Subsidiary for purposes of the
covenant  set  forth  in  Section  6.13  hereof  as of  the  date  of  such
redesignation   and  (ii)   immediately   after   giving   effect  to  such
redesignation and the Incurrence of any such additional  Indebtedness,  the
Company and its  Restricted  Subsidiaries  could Incur $1.00 of  additional
Indebtedness  under the Consolidated  Fixed Charge Coverage Ratio contained
in the  covenant  set  forth in  Section  6.13(a)  hereof.  Subject  to the
foregoing,  the  Board  of  Directors  of the  Company  may  designate  any
Restricted Subsidiary to be an Unrestricted  Subsidiary;  provided that (i)
all previous Investments by the Company and its Restricted  Subsidiaries in
such Restricted  Subsidiary will be deemed to be Restricted Payments at the
time  of  such  designation  and  will  reduce  the  amount  available  for
Restricted Payments under the covenant set forth in Section 6.12 hereof and
(ii)  immediately  after giving effect to such designation and reduction of
amounts  available for Restricted  Payments under the covenant set forth in
Section  6.12 hereof,  the Company and its  Restricted  Subsidiaries  could
Incur $1.00 of additional  Indebtedness under the Consolidated Fixed Charge
Coverage  Ratio  contained  in the  covenant  set forth in Section  6.13(a)
hereof.  Any such designation or redesignation by the Board of Directors of
the Company will be evidenced to the Trustee by the filing with the Trustee
of a Board  Resolution  giving effect to such  designation or redesignation
and  an  Officers'   Certificate   certifying  that  such   designation  or
redesignation  complied with the foregoing conditions and setting forth the
underlying calculations of such Officers' Certificate.


<PAGE> 83

                  "Weighted  Average Life to Maturity" means,  when applied
to any  Indebtedness or portion  thereof,  at any date, the number of years
obtained by dividing  (i) the sum of the products  obtained by  multiplying
(a) the amount of each then  remaining  installment,  sinking fund,  serial
maturity  or  other  required  payment  of  principal,  including,  without
limitation,  payment  at final  maturity,  in respect  thereof,  by (b) the
number of years  (calculated to the nearest  one-twelfth)  that will elapse
between  such  date  and the  making  of such  payment  by  (ii)  the  then
outstanding principal amount of such Indebtedness or portion thereof.

                  "Wholly  Owned  Subsidiary"  of any  Person  means  (i) a
Subsidiary,  of  which  100  percent  of  the  Common  Equity  (except  for
directors'  qualifying shares or certain minority  interests owned by other
Persons  solely due to local law  requirements  that there be more than one
stockholder,  but which  interest is not in excess of what is required  for
such purpose) is owned directly by such Person or through one or more other
Wholly Owned  Subsidiaries of such Person,  or (ii) any entity other than a
corporation in which such Person,  directly or indirectly,  owns all of the
Common Equity of such entity.

Section 1.03      Incorporation by Reference of TIA

                  Whenever this Indenture refers to a provision of the TIA,
such  provision  is  incorporated  by  reference in and made a part of this
Indenture.


                                 ARTICLE 2

                               SECURITY FORMS

Section 2.01      Forms Generally

                  Each Security and Global Security issued pursuant to this
Indenture shall be in substantially  the form established by or pursuant to
an Officers' Certificate or a Board Resolution or in one or more indentures
supplemental  hereto,  shall have such appropriate  insertions,  omissions,
substitutions  and other  variations  as are  required or  permitted  by or
pursuant to this  Indenture or any  indenture  supplemental  hereto and may
have  such  letters,  numbers  or other  marks of  identification  and such
legends or  endorsements  placed thereon as may,  consistent  herewith,  be
determined  by the Officers  executing  such Security as evidenced by their
execution  of such  Security.  If  temporary  Securities  of any series are
issued as Global  Securities as permitted by Section 3.04 hereof,  the form
thereof shall also be established as provided in the previous sentence.  If
the form of  Securities  of any  series  is  established  by  action  taken
pursuant to an Officers' Certificate or a Board Resolution,  a copy thereof
shall be  delivered  to the  Trustee  at or prior  to the  delivery  of the
Company Order  contemplated  by Section 3.03 hereof for the  authentication
and delivery of such  Securities.  If all of the  Securities  of any series
established by action taken pursuant to an Officers' Certificate or a Board
Resolution  are not to be issued at one time,  it shall not be necessary to

<PAGE> 84

deliver a copy  thereof at the time of  issuance  of each  Security of such
series,  but  such  Officers'  Certificate  or  Board  Resolution  shall be
delivered at or prior to the time of issuance of the first Security of such
series.

                  Securities shall be printed,  lithographed or engraved or
produced  by any  combination  of these  methods or may be  produced in any
other manner,  all as  determined by the Officers of the Company  executing
such Securities, as evidenced by their execution of such Securities.

Section 2.02      Form of Legend for 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
Depository  or  a  nominee  of  a  Depository.   This  Global  Security  is
exchangeable  for Securities  registered in the name of a Person other than
the Depository or its nominee only in the limited  circumstances  described
in the Indenture,  and no transfer of this Security  (other than a transfer
of  this  Security  as a  whole  by  the  Depository  to a  nominee  of the
Depository or by a nominee of the  Depository to the  Depository or another
nominee  of the  Depository)  may be  registered  except  in  such  limited
circumstances.  Every Security  delivered upon registration of transfer of,
or in exchange for, or in lieu of, this Global  Security  shall be a Global
Security  subject to the  foregoing,  except in the  limited  circumstances
described above.

                  Unless this  certificate  is presented  by an  authorized
representative  of The  Depository  Trust Company,  a New York  corporation
("DTC"), to the Company or its agent for registration of transfer, exchange
or payment,  and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an  authorized  representative
of DTC (and any payment is to be made to Cede & Co. or to such other entity
as is requested by an  authorized  representative  of DTC),  ANY  TRANSFER,
PLEDGE OR OTHER USE  HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS
WRONGFUL  inasmuch  as the  registered  owner  hereof,  Cede & Co.,  has an
interest herein.

Section 2.03      Form of Trustee's Certificate of Authentication

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

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

                            IBJ SCHRODER BANK & TRUST COMPANY
                                        As Trustee


                            By................................
                                            Authorized Officer

<PAGE> 85

                                 ARTICLE 3

                               THE SECURITIES

Section 3.01      Amount Unlimited; Issuable in Series

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

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board  Resolution  and, set forth,
or  determined  in the manner  provided,  in an Officers'  Certificate,  or
established in one or more indentures  supplemental hereto,  which, in each
case, shall be deemed incorporated herein by this reference and made a part
hereof  but only  with  respect  to the  series of  Securities  established
pursuant to such Board  Resolution,  Officers'  Certificate or supplemental
indenture,  prior  to the  issuance  of  Securities  of any  series  of the
following:

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

                  (2) any limit upon the aggregate  principal amount of the
         Securities of the series which may be authenticated  and delivered
         under this  Indenture  (except for  Securities  authenticated  and
         delivered upon registration of transfer of, or in exchange for, or
         in lieu of,  other  Securities  of the series  pursuant to Section
         3.04,  3.05,  3.06,  4.07  or  13.05  hereof  and  except  for any
         Securities  which,  pursuant to Section  3.03  hereof,  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  is  registered  at the  close of  business  on the
         Regular Record Date for such interest;

                  (4) the date or dates,  or the  method by which such date
         or  dates  will be  determined,  on  which  the  principal  of the
         Securities of the series is payable;

                  (5) the  rate or rates at  which  the  Securities  of the
         series  shall bear  interest,  if any, or the method by which such
         rate or rates  shall be  determined,  the date or dates from which
         such interest  shall  accrue,  or the method by which such date or
         dates shall be determined, the Interest Payment Dates on which any
         such  interest  shall be payable and the Regular  Record Date,  if
         any,  for the  interest  payable on any  Security on any  Interest
         Payment  Date,  or the method by which such date or dates shall be
         determined,  and the basis upon which interest shall be calculated
         if other than on the basis of actual  days  elapsed  over a 365 or
         366-day year;

                                     
<PAGE> 86

                  (6)  the  place  or  places,  if  any,  other  than or in
         addition  to New  York,  New  York,  where  the  principal  of and
         interest  on  Securities  of the  series  shall  be  payable,  any
         Securities of the series may be surrendered  for  registration  of
         transfer,  Securities  of the same series may be  surrendered  for
         exchange and, if different from the location  specified in Section
         14.02  hereof,  the place or places where notices or 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,  the price or prices at
         and the terms and conditions  upon, which Securities of the series
         may be redeemed or  purchased,  in whole or in part, at the option
         of the Company;

                  (8) the  obligation,  if any, of the Company to redeem or
         repurchase  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 repurchased, in whole or in part, pursuant to
         such obligation;

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

                  (10) the currency,  currencies or currency units in which
         payment of the principal of and interest on any  Securities of the
         series  shall be payable if other than the  currency of the United
         States and the manner of determining the equivalent thereof in the
         currency of the United  States for purposes of the  definition  of
         "Outstanding" in Section 1.01 hereof;

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

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

                  (13) if other than the principal amount of the Securities
         of any  series,  the  portion  of the  principal  amount  of  such
         Securities which shall be payable upon declaration of acceleration
         of the Maturity thereof;



                                     
<PAGE> 87

                  (14) if  applicable,  that the  Securities  of the series
         shall be defeasible as provided in Article 11 hereof;

                  (15) 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  Depository  or
         Depositories for such Global Security or Global Securities and any
         circumstances other than those set forth in Section 3.05 hereof 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 Depository  for such Global  Security or a
         nominee thereof and in which any such transfer may be registered;

                  (16) any deletions from, modifications of or additions to
         the Events of Default or  covenants of the Company with respect to
         Securities of any series, whether or not such Events of Default or
         covenants are  consistent  with the Events of Default or covenants
         set forth herein;

                  (17) if other  than the  Trustee,  the  identity  of each
         Paying Agent and Registrar for the Securities of the series; and

                  (18)     any other terms of the series.

                  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 set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

                  If any of the  terms of the  series  are  established  by
action  taken  pursuant  to a Board  Resolution,  a copy  thereof  shall be
delivered  to the  Trustee  at or prior to the  delivery  of the  Officers'
Certificate setting forth the terms of the series.

Section 3.02      Denominations

                  In the absence of any specified denomination with respect
to the  Securities  of any series,  the  Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

Section 3.03      Execution, Authentication, Delivery and Dating

                  The Securities shall be executed on behalf of the Company
by two Officers, under its corporate seal reproduced thereon. The signature
of any of the Officers on the Securities may be manual or by facsimile.

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

                                     
<PAGE> 88

                  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.  The  Trustee  may appoint an
authenticating agent acceptable to the Company to authenticate  Securities.
An authenticating  agent may authenticate  Securities  whenever the Trustee
may do so.  Each  reference  in this  Indenture  to  authentication  by the
Trustee includes  authentication by such an agent. An authenticating  agent
has the same rights as an Agent to deal with the Company. The Company shall
pay the reasonable fees and expenses of any authenticating agent.

                  If the form or terms of the Securities of the series have
been  established  in or pursuant to one or more  Officers'  Certificate or
Board  Resolutions  as  permitted  by  Sections  2.01 and 3.01  hereof,  in
authenticating    such    Securities,    and   accepting   the   additional
responsibilities  under this Indenture in relation to such Securities,  the
Trustee shall be entitled to receive,  and (subject to TIA Sections  315(a)
through  315(d))  shall be fully  protected in relying  upon, an Opinion of
Counsel stating:

                  (1) if the  form or forms of such  Securities  have  been
         established  by or pursuant to Board  Resolution  or an  Officers=
         Certificate as permitted by Section 2.01 hereof, that such form or
         forms have been  established in conformity  with the provisions of
         this Indenture;

                  (2) if the terms of such Securities have been established
         by or pursuant to an Officers'  Certificate or a Board  Resolution
         as permitted  by Section  3.01  hereof,  that such terms have been
         established in conformity  with the provisions of this  Indenture;
         and

                  (3) that such  Securities,  when completed by appropriate
         insertions  and  executed  and  delivered  by the  Company  to the
         Trustee for  authentication  in  accordance  with this  Indenture,
         authenticated and delivered by the Trustee in accordance with this
         Indenture  and issued by the  Company in the manner and subject to
         any  conditions  specified  in  such  Opinion  of  Counsel,   will
         constitute the legal, valid and legally binding obligations of the
         Company,  enforceable in accordance  with their terms,  subject to
         applicable   bankruptcy,    insolvency,   fraudulent   conveyance,
         reorganization,   moratorium   and   similar   laws   of   general
         applicability  relating  to or  affecting  creditors'  rights,  to
         general equity principles and to such other qualifications as such
         counsel  shall  conclude  do not  materially  affect the rights of
         Holders of such Securities.



                                   
<PAGE> 89

                  Notwithstanding the provisions of Section 3.01 hereof and
of the preceding paragraph,  if all of the Securities of any series are not
to be  issued  at one  time,  it shall  not be  necessary  to  deliver  the
Officers'  Certificate or Board Resolution  otherwise  required pursuant to
Section 3.01 hereof or the Company  Order and Opinion of Counsel  otherwise
required  pursuant to such  preceding  paragraph at the time of issuance of
each Security of such series,  but such documents  shall be delivered at or
prior  to the  time of  issuance  of the  first  Security  of such  series.
Notwithstanding the immediately preceding sentence,  any subsequent request
by the Company to the  Trustee to  authenticate  Securities  of such series
upon original  issuance shall constitute a  representation  and warranty by
the Company that, as of the date of such request,  the  statements  made in
the Opinion of Counsel  delivered  pursuant to this  Section  3.03 shall be
true and correct as if made on such date.

                  The   Trustee   shall   have  the   right  to  refuse  to
authenticate  and deliver such Securities if the Trustee,  being advised by
counsel,  determines  that such action may not  lawfully be taken or if the
Trustee  in good faith by its board of  directors  or  trustees,  executive
committee or a trust  committee of directors or trustees and/or officers of
the Trustee  shall  determine  that such action would expose the Trustee to
personal  liability  to  existing  Holders  or would  adversely  affect the
Trustee's  own  rights,  duties  or  immunities  under  this  Indenture  or
otherwise.

                  Each   Security   shall   be   dated   the  date  of  its
authentication.

                  No Security  shall be entitled to any benefit  under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate  of  authentication  substantially  in the form
provided for herein duly executed by the Trustee by manual  signature of an
authorized  signatory,  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 3.09 hereof together with a Company
Order  (which need not comply  with  Section  14.08  hereof and need not be
accompanied by an Opinion of Counsel)  stating that such Security has never
been issued or sold by the Company, 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.



                                    
<PAGE> 90

Section 3.04      Temporary Securities

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

                  Every temporary Security shall be executed by the Company
and authenticated by the Trustee and registered by the Registrar,  upon the
same conditions, and with like effect, as a definitive Security.

                  If temporary Securities (other than a Global Security) 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 a like aggregate  principal amount of
definitive Securities of the same series of authorized denominations. Until
so exchanged,  the temporary Securities of any series shall in all respects
be  entitled  to the same  benefits  under  this  Indenture  as  definitive
Securities of such series.

Section 3.05      Registration, Registration of Transfer and Exchange

                  (a)  The  Company  shall   maintain  a  register  of  the
Securities  of each series  including any Global  Security  (the  "Security
Register") in an office or agency of the Company in a Place of Payment (the
"Registrar")  where,  subject to Section 3.05(c) hereof and such reasonable
regulations as the Company may  prescribe,  Securities may be presented for
registration  of transfer or for  exchange.  The Company may appoint one or
more  co-Registrars.  The term ARegistrar@  includes any co-Registrar.  The
Company may change any Registrar without notice to any Holder.  The Company
or any of its Subsidiaries may act as Registrar.

                  Subject   to  Section   3.05(c),   upon   surrender   for
registration  of  transfer  of any  Security of any series at the office or
agency of the  Company in a Place of Payment for that  series,  the Company
shall execute,  and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees,  one or more new Securities of
the same series,  of any authorized  denominations  and of a like aggregate
principal amount.



                                     
<PAGE> 91

                  Subject to Section 3.05(c),  at the option of the Holder,
Securities of any series may be exchanged for other  Securities of the same
series, of any authorized  denominations and of a like aggregate  principal
amount,  upon surrender of the Securities to be exchanged at such office or
agency.  Whenever any  Securities  are so  surrendered  for  exchange,  the
Company shall execute,  and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

                  No service charge shall be made for any  registration  of
transfer or exchange of Securities,  but the Company may require payment of
a sum sufficient to cover any tax or other governmental  charge that may be
imposed in  connection  with any  registration  of  transfer or exchange of
Securities,  other than exchanges  pursuant to Section 3.04,  4.07 or 13.05
hereof 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 4.08 hereof and ending at the close of business on
the day of such  mailing,  or (ii) to register  the transfer or exchange of
any Security so selected  for  redemption  in whole or in part,  except the
unredeemed  portion of any  Security  being  redeemed in part,  or (iii) to
issue,  register the  transfer of or exchange  any Security  which has been
surrendered for repayment at the option of the Holder,  except the portion,
if any, of such Security not to be so repaid.

                  (b) In case the  Company,  pursuant  to Article 7 hereof,
will be  consolidated  or  merged  with or into any  other  Person  or will
convey, transfer or lease substantially all of its properties and assets to
any  Person,  and the  Successor  resulting  from  such  consolidation,  or
surviving such merger,  or into which the Company will have been merged, or
the Person  which will have  received a  conveyance,  transfer  or lease as
aforesaid,  will have  executed an indenture  supplemental  hereto with the
Trustee pursuant to Article 7 hereof,  any of the Securities  authenticated
or delivered prior to such consolidation,  merger, conveyance,  transfer or
lease may, from time to time, at the request of the Successor, be exchanged
for  other  Securities  executed  in the name of the  Successor  with  such
changes in  phraseology  and form as may be  appropriate,  but otherwise in
substance and of like tenor as the Securities surrendered for such exchange

<PAGE> 92

and of like principal amount; and the Trustee, upon receipt of an Officers=
Certificate from the Successor, will authenticate and deliver Securities as
specified in such request for the purpose of such  exchange.  If Securities
will at any  time  be  authenticated  and  delivered  in any new  name of a
Successor   pursuant  to  this  Section   3.05(b)  hereof  in  exchange  or
substitution for or upon  registration of transfer of any Securities,  such
Successor,  at the option of the Holders but without  expense to them, will
provide for the  exchange of all  Securities  at the time  outstanding  for
Securities authenticated and delivered in such new name.

                  (c) The Company  will  execute and the Trustee  will,  in
accordance  with this Section  3.05(c) for so long as the Securities of any
series  are to be  issued  in  whole  or in part in the form of one or more
Global  Securities,  authenticate and deliver one or more Global Securities
that will (i) represent and will be  denominated  in an amount equal to the
aggregate  outstanding principal amount of the Securities to be represented
by such Global  Security or  Securities,  (ii) be registered in the name of
the  Depository  for such Global  Security or  Securities or the nominee of
such  Depository,  (iii) be delivered by the Trustee to such  Depository or
pursuant to such  Depository=s  instructions  and (iv) bear the legends set
forth in Section 2.02 hereof.

                  Each Depository appointed in accordance with Section 3.01
hereof for a Global  Security must, at the time of its  appointment  and at
all times while it serves as Depository,  be a clearing  agency  registered
under the Exchange Act, and any other applicable statute or regulation.

                  Notwithstanding  any  other  provision  of  this  Section
3.05(c),  unless  and  until it is  exchanged  in whole for  Securities  in
definitive  form of any series,  a Global  Security  representing  all or a
portion of the Securities of any series may not be transferred  except as a
whole by the Depository to a nominee of such  Depository or by a nominee of
such Depository to such Depository or another nominee of such Depository or
by such  Depository  or any such  nominee to a  successor  Depository  or a
nominee of such successor Depository.

                  If at any time the  Depository  is unwilling or unable to
continue as Depository or if at any time the  Depository  will no longer be
eligible  to act as such under  this  Section  3.05(c),  the  Company  will
appoint  a  successor  Depository.  If (i) a  successor  Depository  is not
appointed by the Company within 90 days after the Company  receives  notice
from the  Depository  or  otherwise  becomes  aware of such  unwillingness,
inability or  ineligibility or (ii) an Event of Default has occurred and is
continuing, the Company will execute and deliver to the Trustee as promptly
as practicable  Securities in definitive  form,  together with an Officers=
Certificate relating to the authentication and delivery of such Securities,
and the  Trustee,  as  promptly  as  practicable  after the receipt of such
Securities  and  Officers=  Certificate,   will  authenticate  and  deliver
Securities in definitive form in an aggregate principal amount equal to the
principal amount of, and containing terms and provisions  identical to, the
Global  Security  or  Securities  in exchange  for such Global  Security or
Securities.


<PAGE> 93

                  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  will no  longer  be  represented  by such  Global
Security or Securities. In such event, the Company will execute and deliver
to the Trustee  Securities in definitive  form,  together with an Officers=
Certificate  relating to the  authentication  and delivery of Securities in
definitive  form,  and the Trustee,  as promptly as  practicable  after the
receipt of such  Securities in definitive  form and Officers=  Certificate,
will authenticate and deliver Securities in definitive form in an aggregate
principal amount equal to the principal amount of, and containing terms and
provisions  identical to, the Global Security or Securities in exchange for
such Global Security or Securities.

                  Upon the  exchange  of a Global  Security  in whole or in
part for  Securities  in definitive  form,  such Global  Security  shall be
cancelled by the Trustee.  Securities in definitive form issued in exchange
for a Global  Security  pursuant to this Section 3.05(c) will be registered
in such  names  and in such  authorized  denominations  as the  Depository,
pursuant  to  instructions  from its  direct or  indirect  participants  or
otherwise,  will instruct the Trustee in writing.  The Trustee will deliver
such  Securities  in  definitive  form to the  Persons in whose  names such
Securities  are so  registered  or as it may  otherwise  be directed by the
Depository. Upon the exchange of less than the entire principal amount of a
Global  Security for  Securities in definitive  form, the Company will also
execute,  and the Trustee,  upon receipt of an Officers=  Certificate  will
also authenticate and deliver, a new Global Security in aggregate principal
amount  equal  to  the  difference  between  the  principal  amount  of the
surrendered   Global  Security  and  the  aggregate   principal  amount  of
Securities in definitive form issuable upon such exchange.

                  In any  exchange  provided  for  in any of the  preceding
three   paragraphs,   the  Company   will  execute  and  the  Trustee  will
authenticate  and  deliver  Securities  in  definitive  form in  authorized
denominations.

                  If a Security  in  definitive  form is issued in exchange
for any  portion of a Global  Security  after the close of  business at the
office or agency where such exchange  occurs on or after any Regular Record
Date for an  Interest  Payment  Date and before the  opening of business at
such office or agency on the next Interest Payment Date,  interest will not
be payable on such Interest  Payment Date or proposed date for payment,  as
the case may be, in respect of such Security in definitive  form,  but will
be  payable  on such  Interest  Payment  Date  only to the  Person  to whom
interest in respect of such  portion of such Global  Security is payable in
accordance with the provisions of this Indenture.

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


<PAGE> 94

Section 3.06      Mutilated, Destroyed, Lost and Stolen Securities

                  If any mutilated  Security is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange  therefor a new Security of the same series and of like  principal
amount and bearing a number not contemporaneously outstanding.

                  If  there  shall  be  delivered  to the  Company  and the
Trustee (i)  evidence to their  satisfaction  of the  destruction,  loss or
theft of any  Security  and  (ii)  such  security  or  indemnity  as may be
required  by them and to save  each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon receipt of a Company Order the Trustee shall  authenticate
and deliver, in lieu of any such destroyed,  lost or stolen Security, a new
Security  of the same  series and of like  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,  instruct the Paying
Agent to pay such Security.

                  Upon the issuance of any new Security  under this Section
3.06,  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 3.06 in lieu of any mutilated,  destroyed, lost or stolen Security,
shall  constitute  an original  additional  contractual  obligation  of the
Company, whether or not the mutilated,  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 3.06 are  exclusive  and
shall  preclude (to the extent  lawful) all other rights and remedies  with
respect to the  replacement  or payment of  mutilated,  destroyed,  lost or
stolen Securities.

Section 3.07      Payment of Interest; Interest Rights Preserved

                  Except as otherwise  provided as  contemplated by Section
3.01  hereof  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 is registered at the close of business on the Regular  Record Date
for such  interest  at the office or agency of the Company  maintained  for
such purpose pursuant to Section 6.02 hereof.


<PAGE> 95

                  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  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 and, if applicable,  interest on such defaulted interest
(to the extent  lawful) at the rate  specified  in the  Securities  of such
series (such defaulted interest and, if applicable, interest thereon herein
collectively  called ADefaulted  Interest@) may be paid by the Company,  at
its election in each case, as provided in clause (i) or (ii) below:

                  (i)  The  Company  may  elect  to  make  payment  of  any
         Defaulted Interest to the Persons in whose names the Securities of
         such series are  registered  at the close of business on a Special
         Record  Date for the  payment of such  Defaulted  Interest,  which
         shall be fixed in the following  manner.  The Company shall notify
         the  Trustee  in  writing  of the  amount  of  Defaulted  Interest
         proposed  to be paid on each  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  (except as otherwise
         specified  pursuant to Section 3.01 hereof for the  Securities  of
         such series) 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 on or prior to the
         date of the proposed payment, such money when deposited to be held
         in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided.  Thereupon, the Trustee shall
         fix a  Special  Record  Date  for the  payment  of such  Defaulted
         Interest which shall be not more than 15 days and not less than 10
         days prior to the date of the  proposed  payment and not less than
         10 days  after the  receipt  by the  Trustee  of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of
         such  Special  Record  Date and, in the name and at the expense of
         the Company,  shall cause  notice of the proposed  payment of such
         Defaulted  Interest  and the Special  Record  Date  therefor to be
         mailed,  first class postage prepaid, to each Holder of Securities
         of such  series  at its  address  as it  appears  in the  Security
         Register,  not less than 10 days prior to such Special Record Date
         and notice shall be  considered  given  whether or not received by
         the Holder.  If notice of the proposed  payment of such  Defaulted
         Interest and the Special Record Date therefor have been so mailed,
         such  Defaulted  Interest  shall be paid to the  Persons  in whose
         names the Securities of such series are registered at the close of
         business  on such  Special  Record  Date and  shall no  longer  be
         payable pursuant to the following clause (ii).

                    (ii) 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 the securities
         exchange on which such Securities may be listed,  if any, and upon
         such notice as may be required by such exchange, if, after written
         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.


<PAGE> 96

                  The  provisions of this Section 3.07 may be applicable to
any  series of  Securities  pursuant  to  Section  3.01  hereof  (with such
modifications,  additions or substitutions as may be specified  pursuant to
such Section 3.01 hereof).

                  Subject to the foregoing  provisions of this Section 3.07
and Section 3.05 hereof,  each Security delivered under this Indenture upon
registration  of  transfer  of or in  exchange  for or in lieu of any other
Security  shall  carry the rights to interest  accrued  and unpaid,  and to
accrue, which were carried by such other Security.

Section 3.08      Persons Deemed Owners

                  Subject to Section 3.05(c), prior to due presentment of a
Security for  registration  of transfer,  the Company,  the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is  registered  as the owner of such  Security  for the purpose of
receiving  payment of principal of and (except as  contemplated  by Section
3.05 hereof and subject to Section 3.07 hereof)  interest on such  Security
and for all other  purposes  whatsoever,  whether or not such  Security  be
overdue,  and neither the Company, the Trustee nor any agent of the Company
or Trustee shall be affected by notice to the contrary.

Section 3.09      Cancellation

                  All  Securities  surrendered  for  payment,   redemption,
repayment  at the option of the  Holder,  if  applicable,  registration  of
transfer or exchange  or for credit  against any current or future  sinking
fund payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled 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 accompanied by an
Officers' Certificate authorizing such cancellation,  and shall be promptly
cancelled  by the  Trustee.  If the  Company  shall so  acquire  any of the
Securities,  however, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness  represented by such Securities unless and
until  the  same  are  surrendered  to the  Trustee  for  cancellation.  No
Securities  shall  be  authenticated  in  lieu  of or in  exchange  for any
Securities  cancelled  as provided  in this  Section,  except as  expressly
permitted by this Indenture.  All cancelled  Securities held by the Trustee
shall  be  destroyed  (subject  to  the  applicable  provisions  of  record
retention  laws) and the Trustee shall deliver a certificate of destruction
to the Company.

Section 3.10      Computation of Interest

                  Except as otherwise  specified as contemplated by Section
3.01 hereof for  Securities  of any series,  interest on the  Securities of
each series shall be computed on the basis of a 365 or 366-day year.

<PAGE> 97

                                 ARTICLE 4

                                 REDEMPTION

Section 4.01      Applicability of Article

                  If so provided as contemplated by Section 3.01 hereof for
Securities  of any series,  Securities  of any series which are  redeemable
before their Stated  Maturity shall be redeemable in accordance  with their
terms and in accordance with this Article 4.

Section 4.02      Election to Redeem; Notice to Trustee

                  In the event the Company  elects to redeem  Securities of
any series pursuant to the optional  redemption  provisions of Section 4.08
hereof,  it will notify the  Trustee in  writing,  at least 15 days but not
more than 60 days before a redemption  date, of the redemption date and the
principal amount of Securities of a series to be redeemed.

Section 4.03      Selection of Securities to Be Redeemed

                  (a) In  the  event  less  than  all  of  the  Outstanding
Securities  of a series are to be  redeemed,  the  Trustee  will select the
Securities of such series to be redeemed pro rata or by lot or by any other
method  the  Trustee  deems  fair  and  appropriate  but  only in  integral
multiples of $1,000.  The particular  Securities of a series to be redeemed
will be selected,  unless otherwise  provided herein,  not less than 20 nor
more than 60 days  prior to the  redemption  date by the  Trustee  from the
Outstanding Securities of such series not previously called for redemption.

                  (b) The  Trustee  will  promptly  notify  the  Company in
writing of the Securities of such series  selected for  redemption  and, in
the case of any Security of a series selected for partial  redemption,  the
principal  amount  thereof to be redeemed but not in integral  multiples of
less than $1,000.  Provisions of this Indenture that apply to Securities of
a series  called for  redemption  also apply to portions of Securities of a
series called for redemption.


Section 4.04      Notices to Holders

                  (a) At least 15 days but not more  than 60 days  before a
redemption  date,  the  Company  will  mail a notice to each  Holder  whose
Securities are to be redeemed.



<PAGE> 98

                  (b) The notice will identify the Securities of the series
to be redeemed and will state:

                           (i)   the redemption date;

                          (ii)   the redemption price;

                         (iii)   if any Outstanding Security of any series
         is being redeemed in part, the portion of the principal  amount of
         such Security to be redeemed and that,  after the redemption date,
         upon surrender of such  Security,  a new Security or Securities in
         principal amount equal to the unredeemed portion will be issued;

                          (iv)   the name and address of the Paying Agent;

                           (v)   that  Securities  called for redemption must
         be  surrendered  to the Paying  Agent at the address  specified in
         such notice to collect the redemption price;

                          (vi)   that  interest on  Securities  called for
         redemption ceases to accrue on and after the redemption date;

                         (vii)   that the  redemption is for a sinking fund
         or optional redemption  (whichever is applicable),  if such is the
         case;

                        (viii)   the aggregate principal amount of Securities
         that are being redeemed;  and

                          (ix)   that, unless the Company defaults in making
         the  redemption   payment,   interest  on  Securities  called  for
         redemption  ceases to accrue on and after the redemption date, and
         the only remaining  right of the Holders of such  Securities is to
         receive  payment of the  redemption  price upon  surrender  to the
         Paying Agent of the Securities redeemed.


                  (c) At the Company's  written  request,  the Trustee will
give the notice  required in this Section 4.04 in the Company's name and at
its expense.

Section 4.05      Effect of Notice of Redemption

                  Once  notice  of   redemption   is  mailed,   Outstanding
Securities of such series called for  redemption  become due and payable on
the redemption date at the redemption price and, subject to Section 4.06(b)
hereof,  interest  on such  Securities  ceases  to  accrue on and after the
redemption date.


<PAGE> 99

Section 4.06      Deposit of Redemption Price

                  (a) At least one  Business  Day  prior to the  redemption
date,  the Company  will  deposit with the Trustee or with the Paying Agent
(or, if the Company is acting as its own Paying  Agent,  segregate and hold
in trust as provided in Section 6.04 hereof)  money  sufficient  to pay the
redemption  price of, and accrued and  previously  unpaid  interest on, all
Securities of such series to be redeemed on that date, and the Trustee will
remit the redemption price to Holders entitled thereto.  The Trustee or the
Paying  Agent will return to the Company  any money not  required  for that
purpose.

                  (b) If the Company  complies with Section 4.06(a) hereof,
interest  on the  Securities  of such  series  or  portions  thereof  to be
redeemed  (whether or not such  Securities  are presented for payment) will
cease to accrue on the applicable  redemption date. If any Security of such
series called for redemption is not so paid upon  surrender  because of the
failure of the Company to comply with Section 4.06(a) hereof, then interest
will be paid on the unpaid  principal  from the last Interest  Payment Date
until such  principal  is paid in full at the rate  determined  pursuant to
Section 3.01 hereof for the Securities of such series.

Section 4.07      Securities Redeemed in Part

                  Upon  surrender  of a  Security  of such  series  that is
redeemed in part, the Company will issue and the Trustee will  authenticate
for the Holder at the  expense of the  Company a new  Security  of the same
series,  maturity  date,  interest  rate and Issue Date equal in  principal
amount  to  the   unredeemed   portion  of  the  Security  of  such  series
surrendered.

Section 4.08      Optional Redemption

                  The  Company  may  redeem  all  or  any  portion  of  the
Outstanding Securities of any series at any time and from time to time that
are  redeemable  before their  maturity  except as  otherwise  specified as
contemplated  by Section 3.01 hereof for  Securities  of such series at the
redemption prices together in each case, with accrued interest,  if any, to
the date fixed for redemption, determined pursuant to Section 3.01 hereof.


<PAGE> 100

                                 ARTICLE 5

                               SINKING FUNDS

Section 5.01      Applicability of Article

                  If so provided as contemplated by Section 3.01 hereof for
Securities of any series,  retirements of Securities of any series pursuant
to any  sinking  fund shall be made in  accordance  with their terms and in
accordance with this Article 5.

                  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  5.02  hereof.
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 5.02      Satisfaction of Sinking Fund Payments with Securities

                  Subject to Section 5.03 hereof,  in lieu of making all or
any  part  of any  mandatory  sinking  fund  payment  with  respect  to any
Securities  of a series in cash,  the Company may at its option (i) deliver
to  the  Trustee  Outstanding  Securities  of  a  series  (other  than  any
previously called for redemption)  theretofore purchased or acquired by the
Company and/or (ii) receive  credit for the principal  amount of Securities
of a series  which have been  previously  delivered  to the  Trustee by the
Company or for Securities of such 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  mandatory  sinking fund payment with respect to the
Securities of the same 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 mandatory sinking fund payment shall be
reduced accordingly.

Section 5.03      Redemption of Securities for Sinking Fund

                  Not less than 60 days prior to each  sinking fund payment
date for any series of Securities,  the Company will deliver to the Trustee
an Officers' Certificate  specifying the amount of the next ensuing sinking
fund  payment for that series  pursuant  to the terms of that  series,  the
portion  thereof,  if any,  which is to be satisfied by payment of cash and
the portion  thereof,  if any,  which is to be satisfied by  delivering  or
crediting  Securities of that series pursuant to Section 5.02 hereof (which
Securities  will, if not  previously  delivered,  accompany  such Officers=

<PAGE> 101

Certificate)  and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series. Such
Officers=  Certificate  shall be  irrevocable  and upon  its  delivery  the
Company  shall be obligated  to make the cash  payment or payments  therein
referred to, if any, on or before the next succeeding  sinking fund payment
date.  In the case of the failure of the Company to deliver such  Officers=
Certificate,  the sinking fund payment due on the next  succeeding  sinking
fund payment date for that series shall be paid  entirely in cash and shall
be sufficient to redeem the principal amount of such Securities  subject to
a mandatory  sinking fund  payment  without the option to deliver or credit
Securities as provided in Section 5.02 hereof and without the right to make
any optional sinking fund payment, if any, with respect to such series.

                  Not more  than 60 days  before  each  such  sinking  fund
payment date the Trustee  shall select the  Securities  to be redeemed upon
such  sinking  fund  payment  date in the manner  specified in Section 4.03
hereof 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 4.04
hereof.  Such  notice  having  been  duly  given,  the  redemption  of such
Securities shall be made upon the terms and in the manner stated in Article
4 hereof.

                  Prior to any sinking fund payment date, the Company shall
pay to the  Trustee or a Paying  Agent (or, if the Company is acting as its
own Paying  Agent,  segregate and hold in trust as provided in Section 6.04
hereof) in cash a sum equal to any  interest  that will  accrue to the date
fixed for  redemption of  Securities  or portion  thereof to be redeemed on
such sinking fund payment date pursuant to this Section 5.03.

                  Notwithstanding the foregoing,  with respect to a sinking
fund for any series of Securities,  if at any time the amount of cash to be
paid into such  sinking  fund on the next  succeeding  sinking fund payment
date,  together  with any unused  balance  of any  preceding  sinking  fund
payment or  payments  for such  series,  does not  exceed in the  aggregate
$100,000,  the  Company  shall not  instruct  the  Trustee to give the next
succeeding  notice of the  redemption of Securities of such series  through
the  operation  of the  sinking  fund.  Any such  unused  balance of moneys
deposited  in such  sinking fund shall be added to the sinking fund payment
for such  series  to be made in cash on the next  succeeding  sinking  fund
payment  date or, at the  request of the  Company,  shall be applied at any
time or from time to time to the purchase of Securities of such series,  by
public or private purchase as negotiated by the Company, in the open market
or otherwise,  at a purchase price for such Securities  (excluding  accrued
interest  and  brokerage  commissions,  for which the Trustee or any Paying
Agent will be  reimbursed  by the Company)  not in excess of the  principal
amount thereof.

<PAGE> 102

                                 ARTICLE 6

                                 COVENANTS

Section 6.01      Payment of Securities

                  (a) The Company will pay the  principal  of, and interest
on, the  Securities of each series on the dates and in the manner  provided
herein and in the  Securities.  In the event the  Company is not the Paying
Agent,  principal and interest  will be considered  paid on the date due if
the  Trustee  or Paying  Agent  holds on that date money  deposited  by the
Company  designated  for and  sufficient  to pay all principal and interest
then due.  In the event the  Company is the  Paying  Agent,  principal  and
interest will be considered  paid on the date actual payment is mailed,  or
otherwise sent or given, to the Holders entitled to such payments.

                  (b) The Company will pay interest on overdue principal at
the applicable interest rate on the Securities of each series as determined
in accordance with Section 3.01 hereof.

Section 6.02      Maintenance of Office or Agency

                  (a) The  Company  will  maintain in each Place of Payment
for any series of  Securities,  in New York,  New York, an office or agency
(which may be an office of the Trustee or the Registrar)  where  Securities
of  such  series  may  be  presented  or  surrendered  for  payment,  where
Securities of that series may be presented for  registration of transfer or
exchange and where notices and demands to or upon the Company in respect of
the Securities of such series and this Indenture may be served. The Company
will give prompt  written  notice to the Trustee of the  location,  and any
change  in the  location,  of such  office  or  agency.  If at any time the
Company  fails to maintain any such  required  office or agency or fails 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.

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

                  (c) The Company  hereby  designates  the Corporate  Trust
Office of the  Trustee  as one such  office or  agency  of the  Company  in
accordance with this Section 6.02.


<PAGE> 103

Section 6.03      SEC Reports; Financial Statements

                  (a) As long  as more  than  10  percent  of the  original
principal  amount  of the  Securities  of any  series is  Outstanding,  the
Company will (i) remain subject to the  requirements of Section 13 or 15(d)
of  the  Exchange  Act  whether  or  not  it is  required  to do so by  the
provisions  thereof and will file with the SEC all periodic  reports as may
be required  thereunder  and (ii) file with the SEC, and the Trustee within
15 days after the Company is required to file the same with the SEC, copies
of the periodic  reports which the Company may be required to file with the
SEC  pursuant to Section  13(a),  13(c) or 15(d) of the  Exchange  Act. The
Company will also make such reports  available to the Holders,  prospective
purchasers of the  Securities of any such series,  securities  analysts and
broker-dealers upon their written request.

                  (b) In the  event  that  (i) 10  percent  or  less of the
original  principal  amount of the  Securities of any series is Outstanding
and (ii) the Company is not  required to file with the SEC such reports and
other information  referred to in Section 6.03(a) hereof,  the Company will
furnish to the  Trustee  (A)  within 120 days after the end of each  fiscal
year, annual reports containing the information required to be contained in
Items  1,  2,  3,  5, 6,  7, 8 and 9 of the  Annual  Report  on  Form  10-K
promulgated  under the Exchange Act, or substantially  the same information
required to be contained in  comparable  items of any successor  form,  (B)
within 60 days after the end of each of the first three fiscal  quarters of
each fiscal year,  quarterly reports containing the information required to
be contained in the  Quarterly  Report on Form 10-Q  promulgated  under the
Exchange  Act,  or  substantially  the  same  information  required  to  be
contained in any  successor  form and (C) promptly  from the time after the
occurrence  of an event  which  would be  required  to be  reported  in the
Current Report on Form 8-K if the Company was required to file such Report,
such other reports containing  information  required to be contained in the
Current  Report  on  Form  8-K  promulgated  under  the  Exchange  Act,  or
substantially  the  same  information  required  to  be  contained  in  any
successor form.

                  (c)  The   Company   will  also  comply  with  the  other
provisions of TIA Section 314(a).

Section 6.04      Money for Security Payments to Be Held in Trust

                  (a) In the event the Company  will at any time act as its
own Paying Agent with  respect to any series of  Securities,  it will,  not
less than one  Business  Day before  each due date of the  principal  of or
interest  on any of the  Securities  of any series,  segregate  and hold in
trust for the benefit of the Holders  entitled  thereto a sum sufficient to
pay the  principal or interest so becoming due until such sums will be paid
to such  Persons or  otherwise  disposed  of as herein  provided,  and will
promptly notify the Trustee of its action or failure to so act.


<PAGE> 104

                  (b) In the  event  the  Company  is not  acting as Paying
Agent with respect to any series of Securities,  the Company will, not less
than one Business Day before each due date of the  principal of or interest
on, any Securities of any series, deposit with a Paying Agent a sum in same
day funds sufficient to pay the principal or interest so becoming due, such
sum to be held in trust for the  benefit of the  Persons  entitled  to such
principal  or  interest,  and (unless such Paying Agent is the Trustee) the
Company will  promptly  notify the Trustee of such action or any failure to
so act.

                  (c) In the  event  the  Company  is not  acting as Paying
Agent with respect to any series of Securities, the Company will cause each
Paying  Agent  other than the Trustee to execute and deliver to the Trustee
an  instrument  in which such  Paying  Agent  will agree with the  Trustee,
subject to the provisions of this Section, that such Paying Agent will:

                                    (i)     hold all sums held by it for the
payment of the principal of or interest  on  Securities  of such  series in
trust for the  benefit  of the Holders of such series of Securities and the
Trustee entitled thereto until such sums will be paid to such Persons or 
otherwise  disposed of as herein provided;

                                    (ii)    give the  Trustee  notice of any
Default by the Company in the making  of any payment of principal or interest;

                                   (iii)    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;
and

                                    (iv)   acknowledge,  accept and agree to
comply in all aspects with the provisions of this Indenture relating to the
duties,   rights  and disabilities of such Paying Agent.

                  (d) The  Company  may at any  time,  for the  purpose  of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose,  pay, or by Company  Order  direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such  Paying  Agent,  such
sums to be held by the  Trustee  upon the same  trusts as those  upon which
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 sums.


<PAGE> 105

                  (e) Except as provided in the  Securities  of any series,
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 or interest on
any Security of any series and remaining unclaimed for two years after such
principal  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 New York, 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  notification  or  publication,  any
unclaimed  balance  of such  money  then  remaining  will be  repaid to the
Company.

Section 6.05      Compliance Certificate

                  (a) The Company  will  deliver to the Trustee  within 120
days  after  the  end of  each  fiscal  year of the  Company  an  Officers'
Certificate stating whether or not the signers know of any Default or Event
of Default that occurred  during such period.  If they do know of a Default
or an Event of Default, the Officers' Certificate will describe the Default
or Event of Default  and the action the  Company is taking or  proposes  to
take with respect thereto.

                  (b) The Company  will give prompt  written  notice to the
Trustee of the occurrence of any Default or Event of Default.

Section 6.06      Corporate Existence, etc.

                  Subject  to the  provisions  of  Article  7  hereof,  the
Company  will do or cause to be done all things  necessary  to preserve and
keep in full  force and  effect  its  corporate  existence  and the  rights
(charter and statutory),  licenses and franchises of the Company, except in
such cases where a failure to do so would not in the judgment of management
have a  material  adverse  effect  on the  business,  prospects,  assets or
financial  condition of the Company and its  Subsidiaries  taken as a whole
and would not have a materially adverse impact on the Holders of Securities
of any series.


<PAGE> 106

Section 6.07      Payment of Taxes and Other Claims

                  The Company  will pay or discharge or cause to be paid or
discharged,  before  the  same  will  become  delinquent,  (i)  all  taxes,
assessments and governmental  charges levied or imposed upon the Company or
upon the income,  profits or  property  of the Company  other than any such
tax, assessment, charge or claim whose amount, applicability or validity is
being  contested  in good faith by  appropriate  proceedings  and for which
appropriate  provision has been made in  accordance  with GAAP and (ii) all
lawful claims for labor,  materials and supplies which, if unpaid, might by
law become a Lien (other than a  Permitted  Lien) upon the  property of the
Company,  in each case  except to the extent the failure to do so would not
have,  in the  judgment of  management,  a material  adverse  effect on the
Company and its Subsidiaries taken as a whole. Section 6.08 Insurance

Section 6.08      Insurance

                  The  Company  will  maintain  and will  cause each of its
Restricted  Subsidiaries to maintain  (either in the name of the Company or
in such  Restricted  Subsidiary's  own name)  with  third  party  insurance
companies  or  pursuant  to  self-insurance,  (i)  insurance  on all  their
respective  properties,  (ii) public liability insurance against claims for
personal  injury or death as a result of the use of any products sold by it
and (iii) insurance coverage against other business risks, in each case, in
at least such  amounts and against at least such other risks (and with such
risk  retention) as are usually and prudently  insured  against in the same
general area by companies engaged in the same or a similar business.

Section 6.09      Stay, Extension and Usury Laws

                  The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist  upon,  plead,  or in any manner
whatsoever  claim or take the benefit or advantage of, any stay,  extension
or usury law wherever enacted,  now or at any time hereafter in force, that
may affect the Company's  obligation to pay the  Securities of each series,
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law insofar as such law applies
to the Securities of each series, and covenants that it will not, by resort
to any such law, 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 has been enacted.

Section 6.10      Maintenance of Properties

                  The Company  will take  reasonable  action to maintain in
appropriate  condition  each  of  its  principal  properties  which  in the
judgment of  management  is  essential to the  business  operations  of the
Company and its  Subsidiaries  taken as a whole and the loss of which would
have a material  adverse  affect on the financial  condition of the Company
and its Subsidiaries  taken as a whole.  Nothing  contained in this Section
6.10 will prevent or restrict the sale, abandonment or other disposition of
any property which management deems advisable.


<PAGE> 107

Section 6.11      Disposition of Proceeds of Asset Sales

                  (a) Subject to the  provisions  set forth in Section 7.01
hereof, the Company will not, and will not permit any Restricted Subsidiary
to,  directly or indirectly,  make any Asset Sale unless (i) the Company or
the Restricted  Subsidiary,  as the case may be, receives  consideration at
the time of such Asset Sale at least equal to the Fair Market Value for the
shares or assets sold or otherwise disposed of (which will be determined in
good faith by the Board of Directors of the  Company);  provided,  that the
aggregate  Fair Market Value of the  consideration  received from any Asset
Sale that is not in the form of cash or cash  equivalents  will  not,  when
aggregated  with the Fair Market Value of all other non-cash  consideration
received by the Company and its Restricted  Subsidiaries  from all previous
Asset Sales since the Issue Date for  Securities of any series that has not
been  converted into cash or cash  equivalents,  exceed five percent of the
Consolidated  Tangible  Net Assets of the  Company at the time of the Asset
Sale under consideration, and (ii) the Company will apply the aggregate Net
Proceeds  received by the  Company or any  Restricted  Subsidiary  from all
Asset Sales  occurring  subsequent  to such Issue Date as  follows:  (A) to
repay any outstanding  Indebtedness of the Company that is not subordinated
to the Securities,  or other Indebtedness of the Company, or to the payment
of any Indebtedness of any Restricted  Subsidiary,  in each case within one
year after such Asset Sale or (B) to replace the properties and assets that
were the  subject of the Asset Sale or in  properties  and assets  that (as
determined  by the Board of Directors of the Company,  whose  determination
will be conclusive)  will be used in the  businesses  existing on the Issue
Date of  Securities  of  such  series  of the  Company  and its  Restricted
Subsidiaries  or in businesses  reasonably  related thereto within one year
after such Asset  Sale.  The amount of such Net  Proceeds  neither  used to
repay the Indebtedness described above nor used or invested as set forth in
the preceding sentence constitutes "Excess Proceeds."

                  (b)  Notwithstanding  Section  6.11(a)(ii) hereof, to the
extent  the  Company  or  any  of  its  Restricted   Subsidiaries  receives
securities  or other  noncash  property  or assets as  proceeds of an Asset
Sale,  the Company  will not be required  to make any  application  of such
noncash proceeds  required by Section 6.11(a) hereof until it receives cash
or cash equivalent proceeds from a sale, repayment, exchange, redemption or
retirement  of or  extraordinary  dividend  or  return of  capital  on such
noncash property.  Any amounts deferred pursuant to the preceding  sentence
will be  applied  in  accordance  with  Section  6.11(a)  hereof  when cash
proceeds  are  thereafter  received  from  a  sale,  repayment,   exchange,
redemption or retirement of an extraordinary  dividend or return of capital
on such noncash property.

                  (c) When the aggregate  amount of Excess  Proceeds equals
$5,000,000  or more,  the Company  will so notify the Trustee in writing by
delivery of an Officers'  Certificate  and will offer to purchase  from all
Holders  (an "Excess  Proceeds  Offer"),  and will  purchase  from  Holders
accepting  such Excess  Proceeds Offer on the date fixed for the closing of

<PAGE> 108

such  Excess  Proceeds  Offer (the "Asset  Sale Offer  Date"),  the maximum
principal amount  (expressed as a multiple of $1,000) of Securities of each
series that may be purchased out of the Excess Proceeds,  at an offer price
(the "Asset Sale Offer Price") in cash in an amount equal to 100 percent of
the principal amount thereof plus accrued and unpaid  interest,  if any, to
the Asset Sale Offer Date, in accordance  with the  procedures set forth in
this Section 6.11. To the extent that the aggregate amount of Securities of
each series tendered  pursuant to an Excess Proceeds Offer is less than the
Excess  Proceeds  relating  thereto,  then the  Company  may use the Excess
Proceeds  which exceed the  aggregate  amount of  Securities of each series
tendered  pursuant to such  Excess  Proceeds  Offer for  general  corporate
purposes. Upon completion of an Excess Proceeds Offer, the amount of Excess
Proceeds will be reset at zero.

                  (d)  Within 30 days after the date on which the amount of
Excess Proceeds equals $5,000,000 or more, the Company (with written notice
to the Trustee) or the Trustee at the Company's request (and at the expense
of the Company) will send or cause to be sent by first-class mail,  postage
prepaid, to all Holders on the date such Excess Proceeds equals $5,000,000,
at their respective addresses appearing in the Security Register, a notice,
prepared  by the  Company  advising  the  Holders of such  series,  of such
occurrence and of such Holders'  rights arising as a result  thereof.  Such
notice will  contain all  instructions  and  materials  necessary to enable
Holders  to tender  their  Securities  of any series to the  Company.  Such
notice,  which will  govern the terms of the Excess  Proceeds  Offer,  will
state:

                                     (i)     that the Excess Proceeds Offer
is being made pursuant to this Section 6.11 and the length of time such
Excess Proceeds Offer will remain open;

                                    (ii)     that the Holder has the right to
require the Company to repurchase such Holder's Securities of such series at
the Asset Sale Offer Price;

                                   (iii)     that any Security of such series
not tendered will continue to accrue interest;

                                    (iv)    that any  Security of such series
accepted for payment pursuant to the Excess Proceeds Offer will cease to
accrue interest on the Asset Sale Offer Date;

                                     (v)    that the Asset Sale Offer Date
will be no earlier than 45 days nor later than 60 days from the date such
notice is mailed;

                                    (vi)    that  Holders  electing to have a
Security of such series purchased pursuant to any Excess Proceeds Offer wil
be required to surrender the Security of such series,  with the appropriate
form on the Security of such series completed, to the Company, a depositary,
if  appointed  by the Company,  or a Paying Agent at the address specified
in the notice prior to termination of the Excess Proceeds Offer;


<PAGE> 109

                                    (vii)   that  Holders will be entitled to
withdraw their election if the Company,  depositary or Paying  Agent,  as the
case may be,  receives,  not later than the expiration of the Excess Proceeds
Offer,  or such longer period as may be required by law, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the 
principal amount of the Security of such series the Holder  delivered  for
purchase and a statement that such Holder is  withdrawing  its election to
have the Security of such series purchased;

                                   (viii)   that Holders whose Securities of
such series are purchased only in part will be issued Securities of the same
series,  Maturity date, interest rate and Issue Date equal in principal amount
to the unpurchased portion of the Securities of such series surrendered; and

                                     (ix)   information concerning the 
details of the Excess Proceeds Offer and the business of the Company which
the Company in good faith  believes will enable such Holders to make an 
informed  decision  (which at a minimum will include (A) the most recently
filed Annual Report on Form 10-K  (including audited consolidated  financial
statements) of the Company, the most recent subsequently  filed Quarterly
Report on Form 10-Q and any Current Report on Form 8-K of the Company filed 
subsequent to such Quarterly  Report, other than Current Reports describing
Asset Sales  otherwise  described in the offering  materials relating to the
Excess Proceeds Offer (or corresponding successor  reports) (or in the event
the Company is not required to prepare any of the foregoing Forms, the
comparable information required pursuant to Section  6.03(b)  hereof);
provided  that the  Company  may at its  option incorporate  by  reference
any such filed reports in the notice, (B) a description of material 
developments in the Company's business  subsequent to the date of the latest 
of such reports and (C) if material,  appropriate pro forma financial 
information.

                  (e)  In the  event  the  aggregate  principal  amount  of
Securities  of any  series  surrendered  by Holders  exceeds  the amount of
Excess  Proceeds,  the Company will select the Securities of each series to
be  purchased  on a pro rata  basis  from all  Securities  of any series so
surrendered,  with such  adjustments  as may be deemed  appropriate  by the
Company so that only Securities of any series in  denominations  of $1,000,
or integral  multiples thereof,  will be purchased.  To the extent that the
Excess  Proceeds  remaining are less than $1,000,  the Company may use such
Excess Proceeds for general corporate purposes. Holders whose Securities of
any series are purchased  only in part will be issued new Securities of the
same series, Maturity date, interest rate and Issue Date equal in principal
amount  to  the  unpurchased  portion  of the  Securities  of  such  series
surrendered.


<PAGE> 110

                  (f) The  Company  will  not,  and  will  not  permit  any
Restricted Subsidiary to, create or permit to exist or become effective any
restriction  (other  than  any  restriction  set  forth  in any  agreement,
indenture,  document or instrument relating to any Existing Indebtedness or
Refinancing Indebtedness with respect thereto) that would materially impair
the   ability   of  the   Company  to  make  an  Excess   Proceeds   Offer.
Notwithstanding  the  foregoing,  if an Excess  Proceeds Offer is made, the
Company  will pay for  Securities  of any series  tendered  for purchase in
accordance with the terms of this Section 6.11.

                  (g) Not later  than one  Business  Day prior to the Asset
Sale Offer Date in connection with which the Excess Proceeds Offer is being
made,  the Company will (i) accept for payment  Securities of any series or
portions thereof  tendered  pursuant to the Excess Proceeds Offer (on a pro
rata basis if required  pursuant to Section 6.11(e)  hereof),  (ii) deposit
with the Paying Agent money sufficient,  in immediately available funds, to
pay the purchase price of all Securities of any series or portions  thereof
so accepted and (iii) deliver to the Paying Agent an Officers'  Certificate
identifying the Securities of such series or portions  thereof accepted for
payment by the Company.  The Paying Agent will  promptly  after  acceptance
mail or deliver to Holders of Securities of any series so accepted  payment
in an amount equal to the Asset Sale Offer Price of the  Securities of such
series  purchased  from each such Holder,  and the Company will execute and
upon  receipt of an Officers'  Certificate  of the Company the Trustee will
promptly  authenticate and mail or deliver to such Holder a new Security of
the same  series,  Maturity  date,  interest  rate and Issue  Date equal in
principal  amount to any unpurchased  portion of the Security  surrendered.
Any  Securities of such series not so accepted  will be promptly  mailed or
delivered  by the  Paying  Agent at the  Company's  expense  to the  Holder
thereof.  The  Company  will  publicly  announce  the results of the Excess
Proceeds  Offer on the Asset Sale Offer Date.  For purposes of this Section
6.11(g),  the  Company  will  choose a Paying  Agent  which will not be the
Company or a Subsidiary thereof.  Any excess cash held by the Trustee after
the  expiration  of the  Excess  Proceeds  Offer  will be  returned  to the
Company.

                  (h) Any Excess  Proceeds  Offer will be  conducted by the
Company in compliance with applicable law,  including,  without limitation,
Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable.

                  (i) Whenever Excess Proceeds are received by the Company,
and  prior to the  allocation  of such  Excess  Proceeds  pursuant  to this
Section  6.11,  such Excess  Proceeds will be set aside by the Company in a
separate  account  to be held in  trust  for the  benefit  of the  Holders;
provided,  however,  that in the  event the  Company  will be unable to set
aside such Excess  Proceeds in a separate  account because of provisions of
applicable  law or of any  agreement,  indenture,  document  or  instrument
relating to Existing Indebtedness or Refinancing  Indebtedness with respect
thereto,  the  Company  will  not be  required  to set  aside  such  Excess
Proceeds.


<PAGE> 111

Section 6.12      Limitations on Restricted Payments

                  (a) The Company  will not, and will not permit any of its
Restricted  Subsidiaries  to,  make any  Restricted  Payment,  directly  or
indirectly, after the Issue Date of Securities of any series if at the time
of such Restricted Payment:

                       (i) the  amount  of  such  Restricted  Payment  (the
                  amount of such Restricted Payment, if other than in cash,
                  will be  determined  by the  Board  of  Directors  of the
                  Company),  when  added  to the  aggregate  amount  of all
                  Restricted  Payments  made  after the  Issue  Date of the
                  Securities  of  any  series,  exceeds  the  sum  of:  (1)
                  $100,000,000,  plus  (2)  50  percent  of  the  Company's
                  Consolidated  Net Income accrued during the period (taken
                  as a single  period)  since  January 1, 1997 (or, if such
                  aggregate Consolidated Net Income is a deficit, minus 100
                  percent of such aggregate deficit), plus (3) the net cash
                  proceeds  derived  from the  issuance and sale of Capital
                  Stock of the Company and its Restricted Subsidiaries that
                  is  not  Disqualified  Stock  (other  than  a  sale  to a
                  Subsidiary  of the  Company)  after  the  Issue  Date  of
                  Securities  of any  series  but  only to the  extent  not
                  applied under clause (d) of the definition of "Restricted
                  Payment" set forth in Section  1.02 hereof,  plus (4) 100
                  percent of the principal  amount of any  Indebtedness  of
                  the Company or a Restricted  Subsidiary that is converted
                  into or exchanged  for Capital  Stock of the Company that
                  is not  Disqualified  Stock,  plus (5) 100 percent of the
                  aggregate   amounts   received  by  the  Company  or  any
                  Restricted  Subsidiary  upon  the  sale,  disposition  or
                  liquidation  (including  by  way  of  dividends)  of  any
                  Investment  but only to the  extent (x) not  included  in
                  Section  6.12(a)(i)(2)  above and (y) that the  making of
                  such Investment  constituted a Restricted Investment made
                  pursuant to this Section 6.12(a)(i), plus (6) 100 percent
                  of the  principal  amount  of, or if issued at a discount
                  the  accreted  value  of,  any   Indebtedness   or  other
                  obligation  that  is the  subject  of a  guaranty  by the
                  Company  which  is  released  after  the  Issue  Date  of
                  Securities of any series, but only to the extent that the
                  granting  of  such  guaranty  constituted  a  "Restricted
                  Payment"  under the  definition set forth in Section 1.02
                  hereof; or

                      (ii)  the  Company   would  be  unable  to  incur  an
                  additional  $1.00 of Indebtedness  under the Consolidated
                  Fixed Charge Coverage Ratio contained in the covenant set
                  forth in Section 6.13(a) hereof; or

                     (iii) a Default or Event of Default has  occurred  and
                  is continuing or occurs as a consequence thereof.


<PAGE> 112

                  (b) Notwithstanding the foregoing, the provisions of this
Section  6.12 will not prevent:  (i) the payment of any dividend  within 60
days after the date of  declaration  thereof if the payment  thereof  would
have  complied  with  the  limitations  of this  Indenture  on the  date of
declaration or (ii) the retirement of shares of the Company's Capital Stock
or the  Company's or a Subsidiary  of the  Company's  Indebtedness  for, in
exchange  for or out of the  proceeds of a  substantially  concurrent  sale
(other than a sale to a Subsidiary  of the Company) of, other shares of its
Capital Stock (other than Disqualified Stock).

Section 6.13      Limitations on Additional Indebtedness

                  (a) The Company  will not, and will not permit any of its
Restricted  Subsidiaries to Incur any additional  Indebtedness  (other than
Indebtedness between the Company and its Restricted  Subsidiaries which are
Wholly Owned  Subsidiaries or among such Restricted  Subsidiaries which are
Wholly Owned  Subsidiaries),  including  Acquisition  Debt,  unless,  after
giving effect thereto or the application of the proceeds therefrom, the (i)
Company's  Consolidated  Fixed  Charge  Coverage  Ratio on the date thereof
would be at least 2.0 to 1.0; and (ii) ratio of the Company's  Indebtedness
(excluding Non-Recourse Indebtedness) to Consolidated Tangible Net Worth on
the date thereof is not greater than 2.25 to 1.0.

                  (b) Notwithstanding the foregoing, the provisions of this
Indenture will not prevent:  (i) in addition to the Indebtedness  permitted
to be Incurred  under  clauses  (ii),  (iii) and (iv) of this  sentence and
Indebtedness  permitted to be Incurred under Section  6.13(a)  hereof,  the
Company and/or any  Restricted  Subsidiary  from Incurring (A)  Refinancing
Indebtedness,  (B) Non-Recourse  Indebtedness and (C) Indebtedness Incurred
for working  capital  purposes or to finance  the  acquisition,  holding or
development  of property by the  Company  and its  Restricted  Subsidiaries
(including,  without  limitation,  the  financing  of any related  interest
reserve) in the ordinary  course of business in an aggregate  amount at any
one time outstanding not to exceed $130,000,000 (excluding any Indebtedness
referred to in Section 6.13(a) hereof and subclauses (i)(A),  (i)(B), (ii),
(iii)  and  (iv)  of  this  Section  6.13(b)),   less  the  amount  of  any
Indebtedness  repaid  pursuant  to  Section   6.11(a)(ii)(A)  hereof,  (ii)
Unrestricted  Subsidiaries from Incurring  Indebtedness,  (iii) the Company
and its  Restricted  Subsidiaries  from  Incurring  Indebtedness  under any
deposits made to secure  performance of tenders,  bids,  leases,  statutory
obligations,  surety  and appeal  bonds,  progress  statements,  government
contracts and other obligations of like nature (exclusive of the obligation
for the payment of borrowed  money),  in each case Incurred in the ordinary
course of business of the Company or the Restricted  Subsidiary  consistent
with past  practice  and (iv)  Restricted  Subsidiaries  from  guaranteeing
Indebtedness of the Company or another Restricted Subsidiary; provided that
the  tangible  net  assets  of  all  Restricted  Subsidiaries  guaranteeing
Indebtedness of the Company or other Restricted  Subsidiaries at the end of
the fiscal  quarter  immediately  preceding  the date of Incurring any such
guaranty,  as determined in accordance  with GAAP,  shall not exceed 10% of
the Company's Consolidated Tangible Net Assets.


<PAGE> 113

Section 6.14      Restrictions on Restricted Subsidiary Indebtedness

                  The  Company  will  not  permit  any  of  its  Restricted
Subsidiaries to, directly or indirectly,  Incur any additional Indebtedness
after  the  Issue  Date  of  Securities  of  any  series  other  than:  (i)
Refinancing   Indebtedness,    (ii)   Non-Recourse   Indebtedness,    (iii)
Indebtedness to the Company,  (iv) any deposits made to secure  performance
of tenders, bids, leases,  statutory obligations,  surety and appeal bonds,
progress statements,  government  contracts,  and other obligations of like
nature  (exclusive of the obligation for the payment of borrowed money), in
each case  Incurred in the  ordinary  course of business of the  Restricted
Subsidiary and (v) any guaranty of  Indebtedness  of the Company or another
Restricted  Subsidiary;  provided  that  the  tangible  net  assets  of all
Restricted Subsidiaries  guaranteeing  Indebtedness of the Company or other
Restricted  Subsidiaries  at  the  end of the  fiscal  quarter  immediately
preceding  the  date of  Incurring  any such  guaranty,  as  determined  in
accordance  with GAAP,  shall not exceed 10% of the Company's  Consolidated
Tangible Net Assets.

Section 6.15      Limitations and Restrictions on Capital Stock of Subsidiaries

                  The  Company  will  not  permit  any  of  its  Restricted
Subsidiaries to issue,  or permit to be outstanding at any time,  Preferred
Stock or any other Capital Stock constituting Disqualified Stock.

Section 6.16      Change of Control

                  (a)  Following  the  occurrence of any Change of Control,
the  Company  will so notify  the  Trustee in  writing  by  delivery  of an
Officers'  Certificate  and will  offer to  purchase  (a "Change of Control
Offer") from all Holders,  and will  purchase from Holders  accepting  such
Change of Control Offer on the date fixed for the closing of such Change of
Control  Offer (the  "Change of Control  Payment  Date"),  the  Outstanding
Securities of each series at an offer price (the "Change of Control Price")
in cash in an amount equal to 101 percent of the aggregate principal amount
thereof plus accrued and unpaid interest,  if any, to the Change of Control
Payment Date in accordance  with the  procedures  set forth in this Section
6.16.

                  (b)  Within  30 days  after  the  date of any  Change  of
Control, the Company (with written notice to the Trustee) or the Trustee at
the  Company's  request (and at the expense of the  Company),  will send or
cause to be sent by first class mail,  postage  prepaid,  to all Holders on
the date of the Change of Control at their respective  addresses  appearing
in the  Security  Register a notice,  prepared by the Company  advising the
Holders of such series,  of the occurrence of such Change of Control and of
the Holders' rights arising as a result  thereof.  Such notice will contain
all instructions and materials  necessary to enable Holders to tender their
Securities  of such series to the Company.  Such notice,  which will govern
the terms of the Change of Control Offer, will state:


<PAGE> 114

                          (i)       that the Change of Control Offer is being
made pursuant to Section 6.16(a) hereof and the length of time the Change
of Control Offer will remain open;

                         (ii)       that the Holder has the right to require
the Company to repurchase such Holder's Securities of such series at the 
Change of Control Price;

                        (iii) that any Security of such series not tendered
will continue to accrue interest;

                         (iv) that any Security of such series accepted for
payment pursuant to the Change of Control Offer will cease to accrue interest
on the Change of Control Payment Date;

                          (v) that the Change of Control  Payment Date will
be no earlier than 45 days nor later than 60 days from the date such notice
is mailed;

                         (vi) that  Holders  electing to have a Security of
such series purchased pursuant to any Change of Control  Offer will be
required to surrender  the Security of such  series,  with the  appropriate
form on the Security of such series completed, to the Company, a depositary,
if appointed by the Company, or a Paying Agent at the address specified in
the notice prior to termination of the Change of Control Offer;

                        (vii) that  Holders  will be  entitled  to withdraw
their election if the Company, depositary or Paying Agent,  as the case may 
be, receives,  not later than the expiration of the Change of Control Offer,
or such longer period as may be required by law, a telegram,  telex,
facsimile  transmission  or letter setting forth the name of the Holder,
the principal amount of the Security of such series the Holder  delivered for
purchase and a statement that such Holder is  withdrawing  its  election  to
have the  Security of such series purchased;

                       (viii) that  Holders  which  elect  to  have  their
Securities purchased only in part will be issued new Securities of the same
series,  Maturity date,  interest rate and Issue Date in a principal  amount
equal to the  unpurchased  portion of the Securities of such series
surrendered; and

                         (ix)  information concerning the date and details 
of the Change of Control and the business of the Company which the Company
in good faith believes will enable such Holders to make an informed decision
(which at a minimum will include (A) the most recently  filed Annual Report
on Form 10-K  (including audited consolidated  financial statements) of the
Company, the most recent subsequently  filed Quarterly Report on Form 10-q
and any Current Report on Form 8-K of the Company filed  subsequent to such
Quarterly  Report,  other than Current  Reports  describing  Asset Sales
otherwise  described in the offering materials relating to the Change of

<PAGE> 115

Control   Offer  (or corresponding  successor  reports)  (or in the  event
the  Company  is not required to prepare any of the foregoing Forms, the
comparable  information required pursuant to Section 6.03(b) hereof);
provided that the Company may at its  option  incorporate  by  reference
any such  filed  reports in the notice,  (B) a  description  of  material
developments  in  the  Company's business  subsequent to the date of the
latest of such reports,  and (C) if material, appropriate pro forma
financial information).

                  (c) In the  event  of a  Change  of  Control  Offer,  the
Company  will only be  required  to  accept  Securities  of each  series in
denominations of $1,000 or integral multiples thereof.

                  (d) The  Company  will  not,  and  will  not  permit  any
Restricted Subsidiary to, create or permit to exist or become effective any
restriction  (other  than  any  restriction  set  forth  in any  agreement,
indenture,  document or instrument relating to any Existing Indebtedness or
Refinancing Indebtedness with respect thereto) that would materially impair
the   ability  of  the   Company  to  make  a  Change  of  Control   Offer.
Notwithstanding  the  foregoing,  if a Change of Control Offer is made, the
Company  will pay for  Securities  of each series  tendered for purchase in
accordance with the terms of this Section 6.16.

                  (e) Not later than one  Business  Day prior to the Change
of  Control  Payment  Date in  connection  with which the Change of Control
Offer is being made, the Company will (i) accept for payment  Securities of
each series or portions thereof tendered  pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent money sufficient,  in immediately
available funds, to pay the purchase price of all Securities of each series
or portions  thereof so accepted  and (iii)  deliver to the Paying Agent an
Officers' Certificate identifying the Securities of each series or portions
thereof accepted for payment by the Company. The Paying Agent will promptly
after acceptance mail or deliver to Holders of Securities of each series so
accepted  payment in an amount equal to the Change of Control  Price of the
Securities of each series purchased from each such Holder,  and the Company
will execute and, upon receipt of an Officers'  Certificate of the Company,
the Trustee will promptly authenticate and mail or deliver to such Holder a
new Security of the same series,  Maturity  date,  interest  rate and Issue
Date equal in principal  amount to any unpurchased  portion of the Security
of such series  surrendered.  Any Securities of each series not so accepted
will be promptly  mailed or delivered by the Paying Agent at the  Company's
expense to the Holder  thereof.  The Company  will  publicly  announce  the
results  of the Change of  Control  Offer on the Change of Control  Payment
Date.  For  purposes of this  Section  6.16(e),  the Company  will choose a
Paying  Agent which will not be the Company or a  Subsidiary  thereof.  Any
excess  cash held by the  Trustee  after the  expiration  of the  Change of
Control Offer will be returned to the Company.

                  (f) Any Change of Control  Offer will be conducted by the
Company in compliance with applicable law,  including,  without limitation,
Section 14(e) of the Exchange Act and Rule 14e-1 thereunder.


<PAGE> 116

Section 6.17      Limitations on Transactions With Affiliates

                  (a) The Company  will not, and will not permit any of its
Restricted  Subsidiaries  to, make any loan,  advance,  guaranty or capital
contribution  to,  or for the  benefit  of,  or sell,  lease,  transfer  or
otherwise dispose of any of its properties or assets to, or for the benefit
of, or purchase  or lease any  property  or assets  from,  or enter into or
amend any contract, agreement or understanding with, or for the benefit of,
(i)  any  Affiliate  of the  Company  or  any  Affiliate  of the  Company's
Restricted  Subsidiaries  or (ii)  any  Person  (or any  Affiliate  of such
Person)  holding 10 percent or more of the Common  Equity of the Company or
any of its  Restricted  Subsidiaries  (each  an  "Affiliate  Transaction"),
except on terms that are no less  favorable  to the Company or the relevant
Restricted Subsidiary,  as the case may be, than those that could have been
obtained in a comparable transaction on an arms' length basis from a Person
that is not an Affiliate.

                  (b) The Company  will not, and will not permit any of its
Restricted  Subsidiaries to, enter into any Affiliate Transaction involving
or  having a value of more  than  $10,000,000,  unless  in each  case  such
Affiliate  Transaction has been approved by a majority of the disinterested
members of the Company's Board of Directors.

                  (c) The Company  will not, and will not permit any of its
Restricted  Subsidiaries to, enter into an Affiliate  Transaction involving
or having a value of more than $20,000,000 unless the Company has delivered
to the Trustee an opinion of an Independent Financial Advisor to the effect
that the  transaction  is fair to the  Company or the  relevant  Restricted
Subsidiary, as the case may be, from a financial point of view.

                  (d)  Notwithstanding   the   foregoing,   an   Affiliate
Transaction  will not include (i) any contract,  agreement or understanding
with,  or for the  benefit of, or plan for the  benefit  of,  employees  or
directors of the Company or its  Subsidiaries  (in their  capacity as such)
that has been  approved by the Company's  Board of Directors,  (ii) Capital
Stock  issuances  to  members  of  the  Board  of  Directors,  officers  or
employees, of the Company or its Subsidiaries pursuant to plans approved by
the  stockholders of the Company,  (iii) any Restricted  Payment  otherwise
permitted  under  Section 6.12  hereof,  (iv) any  transaction  between the
Company or a Restricted Subsidiary and another Restricted  Subsidiary,  (v)
any contract,  agreement or understanding as in effect on the Issue Date of
Securities  of any  series  or any  amendment  thereto  or any  transaction
contemplated  thereby  (including  any amendment  thereto) or (vi) loans or
advances  by the  Company  or any  Restricted  Subsidiary  to  Unrestricted
Subsidiaries  which in an aggregate  amount at any one time  outstanding do
not exceed $50,000,000.


<PAGE> 117

Section 6.18      Limitations on Liens

                  The  Company  will not,  and will not  permit  any of its
Restricted  Subsidiaries to, create,  Incur,  assume or suffer to exist any
Liens, other than Permitted Liens, on any of its or their assets, property,
income or profits  therefrom  unless  contemporaneously  therewith or prior
thereto all payments due hereunder  and under the  Securities of any series
are secured on an equal and ratable basis with the  obligation or liability
so secured  until such time as such  obligation  or  liability is no longer
secured by a Lien.

Section 6.19      Limitations on Restrictions on Distributions from
                  Restricted Subsidiaries

                  The  Company  will not,  and will not  permit  any of its
Restricted  Subsidiaries to, create, assume or otherwise cause or suffer to
exist or become effective any consensual  encumbrance or restriction (other
than  encumbrances  or  restrictions  imposed  by  law  or by  judicial  or
regulatory  action or by  provisions  in leases  or other  agreements  that
restrict  the  assignability  thereof)  on the  ability  of any  Restricted
Subsidiary  to (i) pay  dividends  or make any other  distributions  on its
Capital Stock or any other  interest or  participation  in, or measured by,
its  profits,  owned  by  the  Company  or  any  of  its  other  Restricted
Subsidiaries,  or pay interest on or principal of any Indebtedness  owed to
the Company or any of its other Restricted Subsidiaries, (ii) make loans or
advances to the  Company or any of its other  Restricted  Subsidiaries,  or
(iii) transfer any of its properties or assets to the Company or any of its
other  Restricted  Subsidiaries,  except for  encumbrances  or restrictions
existing  under or by  reason  of (a)  applicable  law,  (b)  covenants  or
restrictions  contained in Existing  Indebtedness as in effect on the Issue
Date of  Securities of any series,  (c) any  restrictions  or  encumbrances
arising in connection with the Existing Credit Facility;  provided that any
restrictions and  encumbrances  relating to any extension or renewal of the
Existing  Credit  Facility  are not  more  restrictive  than  those  in the
Existing Credit Facility being extended or renewed, (d) any restrictions or
encumbrances arising in connection with Refinancing Indebtedness;  provided
that any restrictions and encumbrances of the type described in this clause
(d) that arise under such Refinancing Indebtedness are not more restrictive
than those under the  agreement  creating or  evidencing  the  Indebtedness
being refunded or  refinanced,  (e) any agreement  restricting  the sale or
other  disposition  of property  securing  Indebtedness  permitted  by this
Indenture if such  agreement  does not expressly  restrict the ability of a
Subsidiary of the Company to pay  dividends or make loans or advances,  (f)
reasonable  and  customary  borrowing  base  covenants  set forth in credit
agreements  evidencing  Indebtedness  otherwise permitted by this Indenture
which  covenants  restrict  or limit the  distribution  of revenues or sale
proceeds from real estate or a real estate project based upon the amount of
Indebtedness outstanding on such real estate or real estate project and the
value  of  some  or all of  the  remaining  real  estate  or the  project's
remaining assets and (g) any restrictions under any instrument  creating or
evidencing any Acquisition Debt that was permitted to be Incurred  pursuant

<PAGE> 118

to this Indenture and the Securities of any series and which (1) only apply
to assets that were subject to such restrictions and encumbrances  prior to
the  acquisition  of such  assets by the  Company or any of its  Restricted
Subsidiaries   and  (2)  were  not  created  in  connection   with,  or  in
contemplation  of, such acquisition,  and any restrictions  replacing those
permitted by this clause (g) which are not more  restrictive  than,  and do
not  extend to any  Persons  or assets  other  than the  Persons  or assets
subject to, the restrictions and encumbrances so replaced.

Section 6.20      Maintenance of Consolidated Tangible Net Worth

                  (a) In the event the  Consolidated  Tangible Net Worth of
the  Company  for  any  two  consecutive   fiscal  quarters  is  less  than
$115,000,000,  within 30 days after the end of each such period the Company
will  so  notify  the  Trustee  in  writing  by  delivery  of an  Officers'
Certificate  and will  offer to  purchase  from all  Holders  (a "Net Worth
Offer"),  and will purchase from Holders  accepting such Net Worth Offer on
the date  fixed for the  closing  of such Net Worth  Offer  (the "Net Worth
Offer Date"), ten percent of the original  Outstanding  principal amount of
the  Securities  of each series (the "Net Worth  Amount") at an offer price
(the "Net Worth Offer  Price") in cash in an amount equal to 100 percent of
the principal amount thereof plus accrued and unpaid  interest,  if any, to
the Net Worth Offer Date, in accordance  with the  procedures  set forth in
this Section 6.20. To the extent that the aggregate amount of Securities of
each  series  tendered  pursuant  to a Net Worth Offer is less than the Net
Worth Amount relating  thereto,  then the Company may use the excess of the
Net Worth Amount over the amount of Securities of each series tendered,  or
a portion thereof, for general corporate purposes.

                  (b) In the event the  Consolidated  Tangible Net Worth of
the  Company  for  any  two  consecutive   fiscal  quarters  is  less  than
$115,000,000,  within 30 days  after the end of such  period,  the  Company
(with  written  notice to the  Trustee)  or the  Trustee  at the  Company's
request (and at the expense of the  Company)  will send or cause to be sent
by first-class mail, postage prepaid, to all Holders on the date of the end
of  the  second  such  consecutive  fiscal  quarter,  at  their  respective
addresses  appearing in the Security  Register,  a notice,  prepared by the
Company advising the Holders of such series, of such occurrence and of each
Holder's rights arising as a result  thereof.  Such notice will contain all
instructions  and  materials  necessary  to enable  Holders to tender their
Securities  of each series to the Company.  Such notice,  which will govern
the terms of the Net Worth Offer, will state:

                                    (i)     that the Net Worth Offer is being
made pursuant to Section 6.20(a) hereof and the length of time such Net Worth
Offer will remain open;

                                   (ii)     that the  Holder  has the right to
require the Company to repurchase such Holder's Securities of such series at
the Net Worth Offer Price;


<PAGE> 119

                                  (iii)    that  any   Security  of  such
series not tendered will continue to accrue interest;

                                   (iv)    that any Security of such series
accepted for payment pursuant to the Net Worth Offer will cease to accrue 
interest on the Net Worth Offer Date;

                                    (v)    that the Net Worth  Offer Date will
be no earlier than 45 days nor later than 60 days from the date such notice is
mailed;

                                   (vi)    that Holders  electing to have a
Security of such series purchased pursuant to any Net Worth Offer will be
required to surrender  the Security of such series,  with the  appropriate
form on the Security of such series completed, to the Company, a depositary,
if appointed by the Company, or a Paying Agent at the address specified in
the notice prior to termination of the Net Worth Offer;

                                  (vii)    that  Holders will be entitled to
withdraw their election if the Company,  depositary or Paying  Agent,  as the
case may be,  receives,  not later than the expiration of the Net Worth Offer,
or such longer period as may be required by law, a telegram, telex, facsimile 
transmission or letter setting forth the name of the Holder,  the principal
amount of the Security the Holder  delivered  for  purchase  and a  statement
that such Holder is withdrawing its election to have the Security of such 
series purchased;

                                   (viii)   that Holders whose Securities of
such series are purchased only in part will be issued Securities of the same
series,  Maturity date, interest rate and Issue Date equal in principal amount
to the unpurchased portion of the Securities of such series surrendered; and

                                     (ix)   information concerning the period 
and details of the events requiring the Net Worth Offer and the business of
the Company  which the Company in good faith  believes will enable such 
Holders to make an informed  decision (which at a minimum will include (A)
the most recently  filed Annual Report on Form 10-K (including audited
consolidated  financial  statements) of the Company,  the most recent
subsequently filed Quarterly Report on Form 10-Q and any Current Report on
Form 8-K of the Company filed  subsequent to such Quarterly  Report,  other
than  Current  Reports  describing  Asset  Sales otherwise described in the
offering materials relating to the Net Worth Offer (or corresponding successor
reports) (or in the event the Company is not  required  to  prepare  any  of
the  foregoing  Forms,  the  comparable information required pursuant to 
Section 6.03(b) hereof); provided that the Company may at its option 
incorporate  by reference any such filed reports in the notice, (B) a
description of material  developments in the Company's business  subsequent
to the date of the latest of such reports,  and (C) if material, appropriate
pro forma financial information).


<PAGE> 120

                   (c) In the  event  the  aggregate  principal  amount  of
Securities  of such  series  surrendered  by Holders  exceeds the Net Worth
Amount,  the  Company  will  select  the  Securities  of such  series to be
purchased  on a pro  rata  basis  from all  Securities  of such  series  so
surrendered,  with such  adjustments  as may be deemed  appropriate  by the
Company so that only Securities of any series in  denominations  of $1,000,
or integral  multiples thereof,  will be purchased.  To the extent that the
Net Worth Amount  remaining  is less than $1,000,  the Company may use such
Net Worth Amount for general corporate  purposes.  Holders whose Securities
of such series are purchased  only in part will be issued new Securities of
the same  series,  Maturity  date,  interest  rate and Issue  Date equal in
principal  amount to the  unpurchased  portion  of the  Securities  of such
series surrendered.

                  (d) The  Company  will  not,  and  will  not  permit  any
Restricted Subsidiary to, create or permit to exist or become effective any
restriction  (other  than  any  restriction  set  forth  in any  agreement,
indenture,  document or instrument relating to any Existing Indebtedness or
Refinancing Indebtedness with respect thereto) that would materially impair
the ability of the Company to make a Net Worth Offer.  Notwithstanding  the
foregoing,  if a Net  Worth  Offer  is  made,  the  Company  will  pay  for
Securities of any series tendered for purchase in accordance with the terms
of this Section 6.20.

                  (e) Not  later  than one  Business  Day  prior to the Net
Worth  Offer Date in  connection  with  which the Net Worth  Offer is being
made, the Company will (i) accept for payment  Securities of each series or
portions  thereof  tendered  pursuant to the Net Worth Offer (on a pro rata
basis if required pursuant to Section 6.20(c) above), (ii) deposit with the
Paying Agent money sufficient,  in immediately  available funds, to pay the
purchase  price of all  Securities  of each series or  portions  thereof so
accepted and (iii)  deliver to the Paying  Agent an  Officers'  Certificate
identifying the Securities of each series or portions  thereof accepted for
payment by the Company.  The Paying Agent will  promptly  after  acceptance
mail or deliver to Holders of Securities of such series so accepted payment
in an amount equal to the Net Worth Offer Price of the  Securities  of such
series  purchased  from each such Holder,  and the Company will execute and
the Trustee will promptly authenticate and mail or deliver to such Holder a
new Security of the same series,  Maturity  date,  interest  rate and Issue
Date equal in principal  amount to any unpurchased  portion of the Security
of such series  surrendered.  Any Securities of such series not so accepted
will be promptly  mailed or delivered by the Paying Agent at the  Company's
expense to the Holder  thereof.  The Company  will  publicly  announce  the
results of the Net Worth Offer on the Net Worth Offer Date. For purposes of
this Section 6.20(e), the Company will choose a Paying Agent which will not
be the Company or a Subsidiary thereof. Any excess cash held by the Trustee
after  the  expiration  of the Net  Worth  Offer  will be  returned  to the
Company.


<PAGE> 121

                  (f) Any Net Worth Offer will be  conducted by the Company
in compliance with applicable law, including,  without limitation,  Section
14(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable.


                                 ARTICLE 7

                                 SUCCESSORS

Section 7.01      Limitations on Mergers and Consolidations

                  (a) The  Company  will not  consolidate  or merge with or
into, or sell,  lease,  convey or otherwise dispose of all or substantially
all of its assets (including,  without limitation, by way of liquidation or
dissolution),  or  assign  any of its  obligations  hereunder  or under the
Securities  of any series (as an entirety or  substantially  an entirety in
one transaction or series of related  transactions),  to any Person unless:
(i) the Person  formed by or  surviving  such  consolidation  or merger (if
other than the  Company),  or to which  sale,  lease,  conveyance  or other
disposition or assignment will be made (collectively,  the "Successor"), is
a solvent  corporation  or other legal entity  organized and existing under
the laws of the  United  States or any state  thereof  or the  District  of
Columbia,  and the Successor  assumes by  supplemental  indenture in a form
reasonably  satisfactory  to the  Trustee  all of  the  obligations  of the
Company  under  the  Securities  of any  series  and this  Indenture,  (ii)
immediately after giving effect to such transaction, no Default or Event of
Default has  occurred and is  continuing,  (iii)  immediately  after giving
effect to such  transaction and the use of any net proceeds  therefrom on a
pro forma basis, the Consolidated  Tangible Net Worth of the Company or the
Successor,  as the case may be, would be at least equal to the Consolidated
Tangible Net Worth of the Company immediately prior to such transaction and
(iv) the  Consolidated  Fixed Charge  Coverage  Ratio  contained in Section
6.13(a)  hereof  of the  Company  or the  Successor,  as the  case  may be,
immediately after giving effect to such transaction, would be such that the
Company or the Successor, as the case may be, would be entitled to Incur at
least $1 of additional  Indebtedness  under such Consolidated  Fixed Charge
Coverage Ratio test.

                  (b) The Company will deliver to the Trustee  prior to the
consummation  of the proposed  transaction an Officers'  Certificate to the
foregoing  effect  and an  Opinion of  Counsel  stating  that the  proposed
transaction and such supplemental indenture comply with this Indenture.


<PAGE> 122

Section 7.02      Successor Corporation Substituted

                  Upon any  consolidation  or merger,  or any sale,  lease,
conveyance or other  disposition of all or substantially  all of the assets
of the Company or any assignment of its obligations under this Indenture or
the Securities of any series in accordance  with Section 7.01 hereof,  upon
assumption  by  the  successor  corporation,   by  supplemental  indenture,
executed  and  delivered  to the  Trustee and  satisfactory  in form to the
Trustee,  of the due and punctual  payment of the principal of and interest
on all of the Securities of any series and the due and punctual performance
and  observance of all the covenants and conditions of this Indenture to be
performed  or  observed  by the  Company,  the  Successor  formed  by  such
consolidation  or into or with which the Company is merged or to which such
sale,  lease,  conveyance or other  disposition  or assignment is made will
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 has been named as the Company herein and such Successor may cause
to be signed  and may issue in its own name or in the name of the  Company,
any or all Securities of any series issuable  hereunder and the predecessor
Company,  in the case of a sale, lease,  conveyance or other disposition or
assignment,  will be released from all obligations under this Indenture and
the Securities of any series.


                                 ARTICLE 8

                           DEFAULTS AND REMEDIES

Section 8.01      Events of Default

                  (a) "Event of Default", wherever used herein with respect
to Securities of any series,  means any of the following  events  (whatever
the reason for such Event of Default  and whether it will 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):

                          (i) the failure by the Company to pay interest on
         any  Security of that series when the same becomes due and payable
         and the continuance of any such failure for a period of 30 days;

                         (ii)  the  failure  by  the  Company  to  pay  the
         principal of any Security of that series when the same becomes due
         and payable at Maturity, upon acceleration or otherwise (including
         the failure to make payment pursuant to a Change of Control Offer;
         an Excess Proceeds Offer or a Net Worth Offer);

                        (iii)  the  failure  by the  Company  to  make  any
         sinking  fund payment when the same becomes due and payable by the
         terms of a Security of that series and Article 5 hereof;


<PAGE> 123

                         (iv) the failure by the Company to comply with any
         of its  agreements or covenants in, or provisions of, the Security
         of that  series or this  Indenture  (other  than an  agreement  or
         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 a series of Securities other than that series) and such failure
         continues for the period and after the notice specified below;

                          (v) the acceleration of any  Indebtedness  (other
         than  Non-Recourse  Indebtedness) for borrowed money or guarantees
         thereof  of the  Company  or any of its  Subsidiaries  that has an
         outstanding  principal  amount  of  $10,000,000  or  more  in  the
         aggregate;  provided that, in the event any such  acceleration  is
         withdrawn  or  otherwise  rescinded  within a period  of five days
         after such acceleration by the holders of such  Indebtedness,  any
         Event of Default under this Section  8.01(a)(v)  will be deemed to
         be cured and any  acceleration  hereunder will be deemed withdrawn
         or rescinded;

                         (vi)  the  failure  by the  Company  or any of its
         Subsidiaries to make any principal or interest  payment in respect
         of  Indebtedness   (other  than  Non-Recourse   Indebtedness)  for
         borrowed money or guarantees  thereof of the Company or any of its
         Subsidiaries  with an outstanding  aggregate amount of $10,000,000
         or more within  five days of such  principal  or interest  payment
         becoming due and payable  (after giving  effect to any  applicable
         grace   period  set  forth  in  the   documents   governing   such
         Indebtedness);

                        (vii) a final  judgment  or  judgments  that exceed
         $10,000,000  or more in the  aggregate,  for the payment of money,
         having been entered by a court or courts of competent jurisdiction
         against the Company or any of its  Subsidiaries  and such judgment
         or  judgments  is not  satisfied,  stayed,  annulled or  rescinded
         within 60 days of being entered;

                       (viii)  the  Company  or  any  Material   Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                                    (A)     commences a voluntary case,
                                    (B)     consents to the entry of an 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;


<PAGE> 124

                         (ix) a court of competent  jurisdiction  enters an
         order or decree under any Bankruptcy Law that:
                                    (A)     is for relief against the Company
                             or any Material Subsidiary as debtor in an 
                             involuntary case,
                                    (B)     appoints a Custodian of the Company
                             or any Material  Subsidiary or a Custodian for
                             all or  substantially  all of the  property of
                             the Company or any Material Subsidiary, or
                                    (C)    orders the liquidation of the
                             Company or any Material Subsidiary, and the order
                             or decree remains unstayed and in effect for 60
                             days; or

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

                  (b) The  Trustee  will not be deemed to know of a Default
unless a Trust  Officer has actual  knowledge  of such  Default or receives
written notice of such Default with specific reference to such Default.

                  (c) A Default under Section  8.01(a)(iv) hereof is not an
Event of Default until the Trustee notifies the Company,  or the Holders of
at least 25  percent  in  aggregate  principal  amount  of the  Outstanding
Securities  of all  series  affected  thereby  notify the  Company  and the
Trustee, of the Default and the Company does not cure the Default within 60
days after  receipt of the  notice.  The notice must  specify the  Default,
demand  that it be  remedied  and state  that the  notice  is a "Notice  of
Default." If such a Default is cured within such time period, it ceases.

Section 8.02      Acceleration

                  (a) If an Event of Default with respect to  Securities of
any series at the time  Outstanding  (other  than an Event of Default  with
respect  to the  Company  specified  in clause  (viii)  or (ix) of  Section
8.01(a)  hereof)  occurs and is continuing,  the Trustee  (after  receiving
indemnities from the Holders to its satisfaction) by notice to the Company,
or the Holders of at least 25 percent in aggregate  principal amount of the
Outstanding  Securities  of such  series by notice to the  Company  and the
Trustee,  may declare all  Outstanding  Securities of such series to be due
and payable immediately. Upon such declaration, the amounts due and payable
on the Securities of such series,  as determined in Section 8.02(b) hereof,
will be due and payable  immediately.  If an Event of Default  specified in
clause (viii) or (ix) of Section 8.01(a) hereof occurs, such an amount will
ipso  facto  become  and  be  immediately   due  and  payable  without  any
declaration, notice or other act on the part of the Trustee and the Company
or any Holder.  The Holders of a majority in aggregate  principal amount of
the  Outstanding  Securities of any series by written notice to the Trustee
and the Company may waive such Event of  Default,  rescind an  acceleration
and its consequences (except an acceleration due to nonpayment of principal
or interest on the Securities of such series) if the  rescission  would not
conflict with any judgment or decree and if all existing  Events of Default
have been cured or waived.


<PAGE> 125

                  (b) In the event that the maturity of the  Securities  of
any series is accelerated  pursuant to Section 8.02(a) hereof,  100 percent
of the principal amount of the Securities of such series (or in the case of
a default under Section  8.01(a)(ii) or (iv) hereof resulting from a breach
of the  covenant  set forth in  Section  6.16  hereof,  101  percent of the
principal  amount of the  Securities  of such  series)  will become due and
payable plus accrued interest, if any, to the date of payment.

Section 8.03      Other Remedies

                  (a) If an Event of Default occurs and is continuing,  the
Trustee may pursue any  available  remedy by proceeding at law or in equity
to collect the payment of  principal or interest on the  Securities  of any
series or to enforce the  performance of any provision of the Securities of
any series or this Indenture.

                  (b) The Trustee may maintain a proceeding even if it does
not possess any of the  Securities of any series or does not produce any of
them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising  any right or remedy  accruing upon an Event of Default will not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  All remedies are  cumulative to the extent  permitted by
law.

Section 8.04      Waiver of Past Defaults and Compliance With Indenture
                  Provisions

                  Subject to Sections 8.07 and 13.02 hereof, the Holders of
a majority in aggregate  principal amount of the Outstanding  Securities of
any series by notice to the Trustee may waive an existing  Default or Event
of Default and its consequences  (including  waivers obtained in connection
with a tender offer or exchange offer for Securities),  except a continuing
Default or Event of Default in the payment of the  principal of or interest
on any  Security of such series.  Upon any such  waiver,  such Default will
cease to exist,  and any Event of Default arising  therefrom will be deemed
to have been cured for every purpose of this Indenture,  but no such waiver
will  extend to any  subsequent  or other  Default  or Event of  Default or
impair any right consequent thereon. Section 8.05 Control by Majority

Section 8.05      Control by Majority

                  The Holders of a majority in aggregate  principal  amount
of the Outstanding Securities of any series may direct the time, method and
place of conducting any proceeding for any remedy  available to the Trustee
(after providing  indemnities to the Trustee's  satisfaction) or exercising
any trust or power  conferred  on it.  However,  the  Trustee may refuse to
follow any direction  that  conflicts  with law or this  Indenture that the
Trustee determines may be unduly prejudicial to the rights of other Holders
of  Securities  of such  series,  or that may  subject the Trustee to legal
liability;  provided  that the  Trustee  may take any other  action  deemed
proper by the Trustee which is not inconsistent with such direction.


<PAGE> 126

Section 8.06      Limitations on Suits

                  (a) A Holder  may  pursue a remedy  with  respect to this
Indenture or the Securities of any series only if:

                        (i) the Holder gives to the Trustee  written notice
         of a continuing Event of Default with respect to the Securities of
         that series;

                       (ii)  the  Holder(s)  of  at  least  25  percent  in
         aggregate principal amount of all of the Outstanding Securities of
         that  series  make a written  request to the Trustee to pursue the
         remedy;

                      (iii)  such  Holder or Holders  offer to the  Trustee
         indemnity reasonably satisfactory to the Trustee against any loss,
         liability or expense;

                       (iv) the  Trustee  does not comply  with the request
         within  60 days  after  receipt  of the  request  and the offer of
         indemnity; and

                        (v) during  such  60-day  period  the  Holders of a
         majority  in  aggregate   principal   amount  of  the  Outstanding
         Securities  of such  series do not give the  Trustee  a  direction
         inconsistent with the request.

                  (b) A Holder of a Security of any series may not use this
Indenture  to  prejudice  the  rights  of  another  Holder  or to  obtain a
preference or priority over another Holder.

Section 8.07      Rights of Holders to Receive Payment

                  Notwithstanding  any other  provision of this  Indenture,
the right of any Holder of a Security  of any series to receive  payment of
principal  and  interest on the  Security of such  series,  on or after the
respective due dates expressed in the Security of such series,  or, subject
to  Section  8.06  hereof,  to bring suit for the  enforcement  of any such
payment on or after such respective dates, will not be impaired or affected
without the consent of the Holder.

Section 8.08      Collection Suit by Trustee

                  If an Event of Default specified in Section 8.01(a)(i) or
8.01(a)(ii)  hereof occurs and is continuing,  the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against
the Company for the amount of principal  and interest  remaining  unpaid on
the  Securities  of such  series,  determined  in  accordance  with Section
8.02(b) hereof,  and such further amount as will be sufficient to cover the
costs and  expenses  of  collection,  including,  without  limitation,  the
reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee, its agents and counsel.


<PAGE> 127

Section 8.09      Trustee May File Proofs of Claim

                  The  Trustee is  authorized  to file such proofs of claim
and other  papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including,  without  limitation,  any claim
for the reasonable  compensation,  expenses,  disbursements and advances of
the  Trustee,  its  agents  and  counsel)  and the  Holders  allowed in any
judicial proceedings relative to the Company, its creditors or property and
will be entitled and empowered to collect, receive and distribute any money
or  other  property  payable  or  deliverable  on any such  claims  and any
Custodian in any such  judicial  proceeding  is hereby  authorized  by each
Holder to make such  payments  to the  Trustee,  and in the event  that the
Trustee consents to the making of such payments directly to the Holders, to
pay to the  Trustee any amount due to it for the  reasonable  compensation,
expenses,  disbursements  and  advances  of the  Trustee,  its  agents  and
counsel,  and any other  amounts due the Trustee under Section 9.07 hereof.
Nothing  contained  herein  will be  deemed to  authorize  the  Trustee  to
authorize or consent to or accept or adopt on behalf of any Holder any plan
of  reorganization,  arrangement,  adjustment or composition  affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.

Section 8.10      Priorities

                  (a) In the event the Trustee  collects any money pursuant
to this Article 8, it will pay out the money in the following order:

         FIRST:   to the Trustee for amounts due under Section 9.07 hereof;

         SECOND:  to Holders for amounts due and unpaid on the Securities
                  for principal and interest, ratably, without preference
                  or priority of any kind, according to the amounts due 
                  and payable on the Securities for principal and interest,
                  respectively; and

          THIRD:  to the Company or such other Person legally entitled thereto.

                  (b) The Trustee  may fix a record  date and payment  date
for any payment to Holders pursuant to this Section 8.10.


<PAGE> 128

Section 8.11      Undertaking for Costs

                  In any suit for the  enforcement  of any  right or remedy
under this  Indenture  or in any suit  against  the  Trustee for any action
taken or omitted by it as a Trustee,  a court in its discretion may require
the filing by any party litigant (other than the Trustee) in the suit of an
undertaking  to pay the costs of the suit,  and the court in its discretion
may assess reasonable costs,  including reasonable attorneys' fees, against
any party  litigant  in the suit,  having due regard to the merits and good
faith of the claims or defenses  made by the party  litigant.  This Section
8.11 does not apply to a suit by the Trustee,  a suit by a Holder  pursuant
to Section  8.07  hereof,  or a suit by Holders of more than ten percent in
aggregate  principal  amount of all of the  Outstanding  Securities  of any
series.

Section 8.12      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 the  Company,  the Trustee and the Holders  will,  subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of
the Trustee and the Holders will continue as though no such  proceeding had
been instituted.


                                 ARTICLE 9

                                  TRUSTEE

Section 9.01      Duties of Trustee

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

                  (b) Except during the continuance of an Event of Default:

                           (i) the Trustee  need  perform only those duties
                  that are  specifically set forth in this Indenture and no
                  others,  and no implied  covenants or obligations will be
                  read into this Indenture against the Trustee; and


<PAGE> 129

                             (ii) 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.  However, in the case of any such certificates
                  or  opinions  which  are  specifically   required  to  be
                  furnished to the Trustee by any of the provisions hereof,
                  the Trustee will examine the certificates and opinions to
                  determine  whether or not, on their face,  they appear to
                  conform to the requirements of this Indenture.

                  (c) The Trustee may not be relieved from  liabilities for
its own gross negligent action,  its own gross negligent failure to act, or
its own willful misconduct, except that:

                        (i)  this Section 9.01(c) does not limit the effect
         of Section 9.01(b) hereof;

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

                      (iii) the Trustee  will not be liable with respect to
         any action it takes or omits to take in good  faith in  accordance
         with a direction received by it pursuant to Section 9.05 hereof or
         when  exercising  any  other  trust  or power  conferred  upon the
         Trustee under this Indenture.

Whether or not therein  expressly  so  provided,  every  provision  of this
Indenture that in any way relates to the Trustee is subject to clauses (i),
(ii) and (iii) of this Section 9.01(c).

                  (d) No  provision  of this  Indenture  will  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 has  reasonable  grounds for
believing that repayment of such funds or adequate  indemnity  against such
risk or liability is not reasonably assured to it.

                  (e) The  Trustee  will not be liable for  interest on any
money  received by it except as the  Trustee may agree in writing  with the
Company.  Money held in trust by the Trustee  need not be  segregated  from
other funds except to the extent required by law.  Subject to Sections 9.03
and 9.07 hereof,  all money received by the Trustee will,  until applied as
herein provided, be held in trust for the payment of principal and interest
on the Securities.
                  (f) The Trustee shall not be required to give any bond or
surety in respect of the  exercise  of its  powers and  performance  of its
duties hereunder.


<PAGE> 130

Section 9.02      Rights of Trustee

                  (a)      Subject to Section 9.01 hereof:

                           (i) the Trustee  may rely and will be  protected
         in acting or refraining from acting upon any document  believed by
         it to be  genuine  and to have  been  signed or  presented  by the
         proper Person. The Trustee need not investigate any fact or matter
         stated in the  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  determines to make
         such  further  inquiry or  investigation,  it will be  entitled to
         examine  the  books,   records,   and  premises  of  the  Company,
         personally or by agent or attorney;

                          (ii)  before  the  Trustee  acts or refrains from
         acting, it may require an Officers' Certificate.  The Trustee will
         not be  liable  for any  action  it takes or omits to take in good
         faith in reliance on such Officers'  Certificate.  The Trustee may
         consult with counsel  satisfactory to it and the written advice of
         such  counsel or any Opinion of Counsel  will 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;
 
                        (iii) the Trustee may act through agents and will not
         be  responsible  for the  misconduct  or  negligence  of any agent
         appointed with due care; provided,  however, that the Trustee will
         in any event be liable for the misappropriation of funds deposited
         with it or in an account within its dominion and control;

                         (iv) the  Trustee  will not be liable for any action
         it takes or omits to take in good faith  which it  believes  to be
         authorized  or within  its rights or powers  conferred  upon it by
         this Indenture; and

                         (v) unless otherwise  specifically provided in this
         Indenture,  any  demand,  request,  direction  or notice  from the
         Company will be sufficient if signed by an Officer of the Company.

                  (b) The Trustee will be under no  obligation  to exercise
and may refuse 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 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.



<PAGE> 131



Section 9.03      Individual Rights of Trustee

                  The Trustee in its  individual or any other  capacity may
become the owner or pledgee of Securities  and may otherwise  deal with the
Company or any of its  Affiliates  with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights.  However, the
Trustee is subject to Sections 9.10 and 9.11 hereof.

Section 9.04      Trustee's Disclaimer

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities of any series,  it will not be
accountable for any actions taken by the Company or any action taken by the
Trustee  hereunder at the  direction of the Company or in reliance  upon an
Opinion of Counsel,  and it will not be  responsible  for any  statement or
recital  herein or any statement in the Securities of any series other than
its  certificate of  authentication.  The  immunities  and exemptions  from
liability of the Trustee hereunder shall extend to its directors, officers,
employees and agents.

Section 9.05      Notice of Defaults

                  If a Default  or Event of  Default  with  respect  to any
series of  Securities  occurs and is  continuing  and if it is known to the
Trustee,  the Trustee  will mail to Holders of such  Securities a notice of
the  Default or Event of Default  within 90 days after it occurs.  However,
except in the case of a Default or Event of Default in payment of principal
or  interest  on any  Security  of such series or a breach of the Change of
Control covenant,  the Trustee may withhold such notice if and so long as a
committee of its Trust Officers in good faith  determines that  withholding
the notice is in the interests of such Holders.

Section 9.06      Reports by Trustee to Holders

                  (a) Within 60 days after each May 15  beginning  with May
15, 1998,  the Trustee will mail to Holders a brief report dated as of such
reporting date that complies with TIA Section 313(a); provided, however, if
no event  described in TIA Section 313(a) has occurred within such calendar
year, no report need be transmitted.  The Trustee also will comply with TIA
Sections 313(b) and 313(c).

                  (b) A copy of each  report at the time of its  mailing to
Holders  will be filed with the SEC and each  stock  exchange,  if any,  on
which the Securities of any series are listed.  The Company will notify the
Trustee when the Securities of any series are listed on any stock exchange.


<PAGE> 132

Section 9.07      Compensation and Indemnity

                  (a)      The Company agrees:

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

                          (ii) 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,   without
                  limitation, the reasonable compensation and the expenses,
                  advances and  disbursements  of its agents and  counsel),
                  except any such expense,  disbursement  or advance as may
                  be attributable to its gross negligence or bad faith; and

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

                  (b) To secure the Company's  payment  obligations in this
Section 9.07,  the Trustee will have a Lien prior to the  Securities on all
money or property  held or collected  by the  Trustee,  except that held in
trust to pay principal and interest on particular Securities.

                  (c) When the Trustee incurs expenses or renders  services
after an Event of Default  specified  in Section  8.01(a)(viii)  or (a)(ix)
occurs,  the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.


<PAGE> 133

Section 9.08      Replacement of Trustee

                  (a)  A   resignation   or  removal  of  the  Trustee  and
appointment  of a successor  Trustee  will become  effective  only upon the
successor  Trustee's  acceptance of appointment as provided in this Section
9.08.

                  (b) The  Trustee  may resign and be  discharged  from the
trust hereby created by so notifying the Company in writing. The Holders of
a majority in principal amount of the Outstanding  Securities of any series
may remove the Trustee by so  notifying  the Trustee and the  Company.  The
Company may remove the Trustee if:

                          (i)  the Trustee fails to comply with Section 9.10
                  hereof;

                         (ii)  the  Trustee is  adjudged  a  bankrupt  or an
                  insolvent  or an order for relief is entered with respect
                  to the Trustee under any Bankruptcy Law;

                        (iii)  a Custodian or public officer takes charge
                  of the Trustee or its property; or

                         (iv)  the Trustee becomes incapable of acting.

                  (c) If the Trustee  resigns or is removed or if a vacancy
exists in the office of Trustee for any reason,  the Company will  promptly
appoint a successor Trustee.

                  (d) If a successor Trustee does not take office within 60
days  after the  retiring  Trustee  resigns  or is  removed,  the  retiring
Trustee,  the Company or the  Holders of at least ten percent in  principal
amount of the  Outstanding  Securities of any series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

                  (e) If the  Trustee  fails to comply  with  Section  9.10
hereof, any Holder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

                  (f) A successor Trustee will deliver a written acceptance
of its  appointment to the retiring  Trustee and to the Company.  Thereupon
the resignation or removal of the retiring  Trustee will become  effective,
and the  successor  Trustee will have all the rights,  powers and duties of
the Trustee under this Indenture.  The successor Trustee will mail a notice
of its  succession  to the  Holders.  The retiring  Trustee  will  promptly
transfer  all  property  held by it as  Trustee to the  successor  Trustee,
subject to the Lien  provided for in Section  9.07 hereof.  Notwithstanding
replacement  of the Trustee  pursuant to this Section  9.08,  the Company's
obligations  under Section 9.07 hereof will continue for the benefit of the
retiring Trustee.


<PAGE> 134

Section 9.09      Successor Trustee by Merger, etc.

                  (a)  Subject  to  Section  9.10  hereof,  if the  Trustee
consolidates,  merges or converts  into, or transfers all or  substantially
all of its corporate trust business to, another corporation,  the successor
corporation without any further act will be the successor Trustee; provided
that in the case of a transfer of all or substantially all of its corporate
trust business to another corporation, the transferee corporation expressly
assumes all of the Trustee's liabilities hereunder.

                  (b)  In case any Securities 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 9.10      Eligibility; Disqualification

                  (a) There will at all times be a Trustee  hereunder which
will (i) be a corporation  organized and doing  business  under the laws of
the  United  States,  any  state  thereof  or  the  District  of  Columbia,
authorized  under such laws to exercise  corporate  trustee power,  (ii) be
subject to  supervision or examination by federal or state (or the District
of Columbia)  authority and (iii) have a combined capital and surplus of at
least $150 million as set forth in its most recent  published annual report
of condition.

                  (b)  This  Indenture  will  always  have  a  Trustee  who
satisfies the  requirements  of TIA Sections  310(a)(1) and 310(a)(2).  The
Trustee is subject to TIA Section 310(b). If at any time the Trustee ceases
to be eligible in accordance  with the  provisions of this Section 9.10, it
will  resign  immediately  in the manner and with the effect  specified  in
Section 9.08 hereof.

Section 9.11      Preferential Collection of Claims Against Company

                  The Trustee is subject to TIA Section  311(a),  excluding
any creditor  relationship  listed in TIA Section 311(b). A Trustee who has
resigned  or been  removed  will be  subject to TIA  Section  311(a) to the
extent indicated therein.



<PAGE> 135

                                 ARTICLE 10

                               HOLDERS' LISTS

Section 10.01     Company to Furnish Trustee Names and Addresses of Holders

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

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

                           (ii) at such other  times as the  Trustee  may
                  request in writing,  within 30 days after  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  will  be the
Registrar, no such list need be furnished.

Section 10.02     Preservation of Information

                  The  Trustee  will  preserve,  in as current a form as is
reasonably  practicable,  the names and addresses of Holders of each series
of Securities contained in the most recent list furnished to the Trustee as
provided  in  Section  10.01  hereof  and the names and  addresses  of such
Holders  received by the Trustee in its  capacity  as  Registrar  or Paying
Agent (if so acting).  The Trustee may destroy any list  furnished to it as
provided in Section 10.01 hereof upon receipt of a new list so furnished.


                                 ARTICLE 11

                     DEFEASANCE AND COVENANT DEFEASANCE

Section 11.01     Company's Option to Effect Defeasance or Covenant Defeasance

                  The Company may elect, at its option by Board  Resolution
at any time, to have either  Section  11.02 or 11.03 hereof  applied to the
Outstanding  Securities of any series  designated  pursuant to Section 3.01
hereof as being defeasible  pursuant to this Article 11 (hereinafter called
a "Defeasible Series"), upon compliance with the conditions set forth below
in this Article 11.


<PAGE> 136

Section 11.02     Defeasance and Discharge

                  Upon the  Company's  exercise  of the option  provided in
Section 11.01 hereof to have this Section 11.02 applied to the  Outstanding
Securities of any  Defeasible  Series,  the Company shall be deemed to have
been  discharged  from its  obligations  with  respect  to the  Outstanding
Securities  of such series as provided in this  Section  11.02 on and after
the date the  conditions  set forth in Section  11.04 hereof are  satisfied
(hereinafter called "Defeasance").  For this purpose, such Defeasance means
that the  Company  shall be deemed to have paid and  discharged  the entire
Indebtedness  represented  by the  Outstanding  Securities  of such series,
which shall thereafter be deemed to be AOutstanding@  only for the purposes
of Section 11.05 hereof and the other Sections of this  Indenture  referred
to in (i) and (ii) below,  and to have satisfied all its other  obligations
under the  Securities  of such  series and this  Indenture  insofar as such
Securities are concerned  (and the Trustee,  at the expense of the Company,
shall execute proper  instruments  acknowledging the same),  except for the
following  which shall  survive  until  otherwise  terminated or discharged
hereunder:  (i) the  rights of Holders of  Outstanding  Securities  of such
series to receive  solely from the trust fund  described  in Section  11.04
hereof and as more fully set forth in such Section,  payments in respect of
the  principal  of and  interest  on such  Securities  of such  series when
payments  are due,  (ii) the  Company's  obligations  with  respect  to the
Securities of such series under Sections 3.04,  3.05,  3.06,  6.02 and 6.04
hereof,  (iii) the rights,  powers,  trusts,  duties and  immunities of the
Trustee hereunder and (iv) this Article 11. Subject to compliance with this
Article 11, the Company may exercise its option  provided in Section  11.01
hereof to have this Section 11.02 applied to the Outstanding  Securities of
any  Defeasible  Series  notwithstanding  the prior  exercise of its option
provided in Section  11.01 hereof to have Section  11.03 hereof  applied to
such Outstanding Securities.

Section 11.03     Covenant Defeasance

                  Upon the  Company's  exercise  of the option  provided in
Section 11.01 hereof to have this Section 11.03 applied to the  Outstanding
Securities,  (i) the Company shall be released from its  obligations  under
Sections  6.03 and 6.06 through 6.20,  inclusive,  Article 7, and any other
covenants  specified  in  or  pursuant  to  this  Indenture  and  (ii)  the
occurrence of any event specified in Sections  8.01(a)(iv) (with respect to
any of  Sections  6.03 and  6.06  through  6.20  inclusive,  and any  other
covenants  specified in or pursuant to this Indenture) and 8.01(a)(x) shall
be deemed  not to be or result  in an Event of  Default,  in each case with
respect to the  Outstanding  Securities  of such series as provided in this
Section  11.03 on and after the date the  conditions  set forth in  Section
11.04 hereof are satisfied (hereinafter called "Covenant Defeasance"),  and
such Securities shall thereafter be deemed not to be AOutstanding@  for the
purposes of any direction,  waiver, consent,  declaration or act of Holders
(and the consequences thereof) in connection with such covenants, but shall

<PAGE> 137

continue to be  AOutstanding@  for all other purposes  hereunder.  For this
purpose,  such  Covenant  Defeasance  means  that,  with  respect  to  such
Outstanding Securities,  the Company may omit to comply with and shall have
no liability in respect of any term,  condition or limitation  set forth in
any  such  covenant,  whether  directly  or  indirectly  by  reason  of any
reference  elsewhere  herein to any such  covenant  to any other  provision
herein or in any  other  document  and such  omission  to comply  shall not
constitute  a Default  or Event of Default  under  Section  8.01(a)(iv)  or
8.01(a)(x),  or  otherwise,  as the case may be, but,  except as  specified
above,  the remainder of this  Indenture and the  Securities of such series
shall be unaffected thereby.

Section 11.04     Conditions to Defeasance or Covenant Defeasance

                  The following  shall be the  conditions to application of
either Section 11.02 or 11.03 hereof to the  Outstanding  Securities of any
Defeasible Series:

                  (i) The  Company  shall  irrevocably  have  deposited  or
         caused to be deposited  with the Trustee (or another  trustee that
         satisfies the requirements contemplated by Section 9.10 hereof and
         agrees to comply with the provisions of this Article 11 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  Outstanding
         Securities  of such  series,  (A) money in an amount,  or (B) U.S.
         Government  Obligations  that  through  the  scheduled  payment of
         principal and interest in respect thereof in accordance with their
         terms will provide,  not later than one day before the due date of
         any payment,  money in an amount, or (C) a combination thereof, in
         each case  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,  and which shall be applied by the Trustee (or any such
         other qualifying trustee) to pay and discharge,  (1) the principal
         of and interest on the Securities of such series on the respective
         Stated  Maturities  (or  redemption  date, if  applicable) of such
         principal or installment of interest and (2) any mandatory sinking
         fund payments or analogous payments applicable to such Outstanding
         Securities  on the day on which such  payments are due and payable
         in  accordance   with  the  terms  of  this   Indenture  and  such
         Securities;  provided that the Trustee shall have been irrevocably
         instructed  to apply  such  money  or the  proceeds  of such  U.S.
         Government  Obligations  to said  payments  with  respect  to such
         Securities.  Before  such a deposit,  the  Company may give to the
         Trustee,  in accordance with Section 4.02 hereof,  a notice of its
         election  to  redeem  all  or  any  portion  of  such  Outstanding
         Securities  at a future date in  accordance  with the terms of the
         Securities of such series and Article 4 hereof, which notice shall
         be irrevocable.  Such  irrevocable  redemption  notice,  if given,
         shall be given effect in applying the foregoing.


<PAGE> 138

                    (ii) In the case of an  election  under  Section  11.02
         hereof, the Company shall have delivered to the Trustee an Opinion
         of Counsel  stating  that (A) the Company has  received  from,  or
         there has been published by, the Internal Revenue Service a ruling
         or (B) since the date first set forth hereinabove,  there has been
         a change in the applicable Federal income tax law, in either case,
         to the effect that,  and based  thereon such opinion shall confirm
         that,  the Holders of the  Outstanding  Securities  of such series
         will not  recognize  income,  gain or loss for Federal  income tax
         purposes  as a result of such  Defeasance  and will be  subject to
         Federal income tax on the same amounts,  in the same manner and at
         the same  times as would be the case if such  deposit,  Defeasance
         and discharge were not to occur.

                   (iii) In the case of an  election  under  Section  11.03
         hereof, the Company shall have delivered to the Trustee an Opinion
         of  Counsel  to the effect  that the  Holders  of the  Outstanding
         Securities of such series will not recognize income,  gain or loss
         for  Federal  income  tax  purposes  as  result  of such  Covenant
         Defeasance  and will be subject to Federal  income tax on the same
         amounts,  in the same manner and at the same times as would be the
         case if such deposit and Covenant Defeasance were not to occur.

                   (iv) The Company shall have  delivered to the Trustee an
         Officers=  Certificate  to the effect that the  Securities of such
         series,  if then listed on any  securities  exchange,  will not be
         delisted as a result of such Defeasance or Covenant Defeasance.

                  (v) No Default or Event of  Default  shall have  occurred
         and be continuing at the time of such deposit.

                   (vi) Such  Defeasance or Covenant  Defeasance  shall not
         cause  the  Trustee  to have a  conflicting  interest  within  the
         meaning of the TIA (assuming all  Securities are in default within
         the meaning of the TIA).

                  (vii) Such  Defeasance or Covenant  Defeasance  shall not
         result in a breach or violation of, or constitute a default under,
         any other  agreement or instrument to which the Company is a party
         or by which it is bound.

                 (viii)   Notwithstanding  any  other  provisions  of  this
         Section,  such Defeasance or Covenant Defeasance shall be effected
         in compliance with any additional or substitute terms,  conditions
         or  limitations in connection  therewith  pursuant to Section 3.01
         hereof.

                   (ix) The Company shall have  delivered to the Trustee an
         Officers' Certificate,  stating that all conditions precedent with
         respect  to such  Defeasance  or  Covenant  Defeasance  have  been
         complied with.


<PAGE> 139

                  Such Defeasance or Covenant  Defeasance  shall not result
in the trust arising from such deposit  constituting an investment  company
within the  meaning of the  Investment  Company  Act of 1940,  as  amended,
unless  such  trust  shall  be  qualified  under  such Act or  exempt  from
regulation thereunder.

Section 11.05     Deposited Money and U.S. Government Obligations to
                   be Held in Trust; Other Miscellaneous Provisions

                  Subject to the provisions of Section 6.04(e) hereof,  all
money and U.S. Government Obligations (or other property as may be provided
pursuant to Section 3.01 hereof) (including the proceeds thereof) deposited
with the Trustee or other  qualifying  trustee (solely for purposes of this
Section  11.05 and  Section  11.06  hereof,  the Trustee and any such other
trustee are referred to collectively as the "Trustee")  pursuant to Section
11.04 hereof in respect of the  Outstanding  Securities  of any  Defeasible
Series  shall be held in trust and applied by the  Trustee,  in  accordance
with the provisions of the  Outstanding  Securities of such series and this
Indenture, to the payment, either directly or through any such Paying Agent
(including  the Company  acting as its own Paying Agent) as the Trustee may
determine,  to the Holders of such Securities of all sums due and to become
due thereon in respect of principal and interest, but such money so held in
trust 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 11.04 hereof or the
principal and interest received in respect thereof other than any such tax,
fee or  other  charge  that by law is for the  account  of the  Holders  of
Outstanding Securities.

                  Anything   in   this   Article   11   to   the   contrary
notwithstanding,  the Trustee shall deliver or pay to the Company any money
or  U.S.  Government  Obligations  (or  other  property  and  any  proceeds
therefrom)  held  by it  with  respect  to  Outstanding  Securities  of any
Defeasible Series that are in excess of the amount thereof that was used to
pay the Securities of such series upon Maturity.

Section 11.06     Reinstatement

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance  with this Article 11 with respect to the Securities of
any series by reason of any notification, order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application,  then the Company's  obligations  under this Indenture and the
Securities  of such  series  shall be revived and  reinstated  as though no
deposit had occurred pursuant to this Article 11 with respect to Securities
of such series  until such time as the Trustee or Paying Agent is permitted
to apply all money held in trust  pursuant  to Section  11.05  hereof  with

<PAGE> 140

respect to Securities  of such series in  accordance  with this Article 11;
provided, however, that if the Company makes any payment of principal of or
interest on any Security of such series following the  reinstatement of its
obligations,  the Company  shall be subrogated to the rights of the Holders
of Securities of such series to receive such payment from the money so held
in trust.


                                 ARTICLE 12

                         SATISFACTION AND DISCHARGE

Section 12.01     Satisfaction and Discharge of Indenture

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

                  (i)      either

                           (A) all  Securities  of such series  theretofore
                  authenticated and delivered (other than (i) Securities of
                  such series which have been destroyed, lost or stolen and
                  which have been  replaced  or paid as provided in Section
                  3.06 hereof, and (ii) Securities of such series for whose
                  payment  money has  theretofore  been  deposited in trust
                  with the Trustee or any Paying  Agent or  segregated  and
                  held in trust by the Company and thereafter repaid to the
                  Company,  as provided in Section  6.04  hereof) have been
                  delivered to the Trustee for cancellation; or

                           (B) all  Securities  of such  series and, in the
                  case of (1) or (2) below,  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)     if  redeemable at the option of
                           the Company,  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,


<PAGE> 141

                  and the  Company,  in the case of (1),  (2) or (3) above,
                  has irrevocably  deposited or caused to be deposited with
                  the Trustee as trust  funds in trust for such  purpose an
                  amount in cash sufficient to pay and discharge the entire
                  Indebtedness on such Securities not theretofore delivered
                  to  the  Trustee  for  cancellation,  for  principal  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;

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

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

                  Notwithstanding  the  satisfaction  and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 9.07
hereof and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (i) of this Section 12.01,  the  obligations of the
Trustee under Sections 12.02 and 6.04(e) hereof shall survive.

Section 12.02     Application of Trust Money

                  Subject to the provisions of Section 6.04(e) hereof,  all
money deposited with the Trustee  pursuant to Section 12.01 hereof 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 interest for whose payment such money has been deposited with
the Trustee;  but such money need not be segregated from other funds except
to the extent required by law.



<PAGE> 142

                                 ARTICLE 13

                          SUPPLEMENTAL INDENTURES

Section 13.01     Supplemental Indentures Without Consent of Holders

                  (a) The Company and the Trustee may amend this  Indenture
or the Securities or waive any provision  hereof without the consent of any
Holder:

                         (i)   to cure any ambiguity, defect or inconsistency;

                        (ii)   to comply with Section 7.01 hereof;

                       (iii)   to provide for uncertificated  Securities
                  in addition to certificated Securities;

                        (iv)   to make any change that does not adversely
                  affect  the legal  rights  hereunder  of any  Holder of a
                  Security of any series;

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

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

                       (vii)  to  change  or  eliminate   any  of  the
                  provisions  of this  Indenture  in respect of one or more
                  series of  Securities;  provided that any such  addition,
                  change or  elimination  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;

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

                        (ix)   to secure the Securities pursuant to the 
                  requirements of Section 6.18 hereof;


<PAGE> 143

                         (x)  to   evidence   and   provide   for  the
                  acceptance  of  appointment   hereunder  of  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 9.08 hereof;

                         (xi) to supplement  any of the provisions of the
                  Indenture  to  such  extent  as  shall  be  necessary  to
                  implement   the   provisions  of  Article  11  hereof  or
                  discharge  of  any  series  of  Securities   pursuant  to
                  Sections 12.01, 12.02 and 12.03 hereof; provided that any
                  such action shall not  adversely  affect the interests of
                  the  Holders of  Securities  of such  series or any other
                  series in any material respect; or

                         (xii) to comply with the  qualification of this
                  Indenture under the TIA.

                  (b) Upon the  request of the  Company,  accompanied  by a
Board  Resolution  authorizing  the  execution  of  any  such  supplemental
indenture,  and upon receipt by the Trustee of the  documents  described in
Section  13.06  hereof,  the  Trustee  will  join with the  Company  in the
execution  of any  supplemental  indenture  authorized  or permitted by the
terms of this  Indenture and make any further  appropriate  agreements  and
stipulations  that may be contained  therein.  After an amendment or waiver
under this Section  13.01 becomes  effective,  the Company will mail to the
Holders of each Security affected thereby a notice describing the amendment
or waiver.  Any  failure  of the  Company  to mail such  notice,  will not,
however, affect the validity of any such supplemental indenture.

Section 13.02     Supplemental Indentures With Consent of Holders

                  (a) Except as provided below in this Section  13.02,  the
Company and the Trustee may amend this Indenture or the Securities with the
written consent  (including  consents  obtained in connection with a tender
offer or  exchange  offer  for  Securities)  of the  Holders  of at least a
majority in principal  amount of the Outstanding  Securities of each series
affected by such amendment.

                  (b) Upon the  request of the  Company,  accompanied  by a
Board  Resolution  authorizing  the  execution  of  any  such  supplemental
indenture,  and upon the filing with the Trustee of evidence of the consent
of the  Holders  as  aforesaid,  and upon  receipt  by the  Trustee  of the
documents described in Section 13.06 hereof, the Trustee will join with the
Company in the execution of such supplemental indenture.


<PAGE> 144

                  (c) It  will  not be  necessary  for the  consent  of the
Holders  under this  Section  13.02 to approve the  particular  form of any
proposed  amendment or waiver,  but it will be  sufficient  if such consent
approves the substance thereof.

                  (d) The Holders of a majority in principal  amount of the
Outstanding  Securities of each series  affected may waive  compliance in a
particular  instance by the Company with any  provision  of this  Indenture
(including  waivers  obtained in connection with a tender offer or exchange
offer for  Securities).  However,  without the consent of each Holder of an
Outstanding  Security affected  thereby,  an amendment or waiver under this
Section 13.02 may not:

                           (i) 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 change the Place of Payment
                  where any  Security  or interest  thereon is payable,  or
                  change  the coin or  currency  in which any  Security  or
                  interest  thereon  is  payable,  or  impair  the right to
                  institute suit for the enforcement of any such payment on
                  or after the Stated Maturity  thereof (or, in the case of
                  redemption  or repayment at the option of the Holder,  on
                  or after the redemption date or repayment date), or

                             (ii) reduce the percentage in principal amount
                  of the Outstanding  Securities of any series, the consent
                  of whose Holders is required for any such  amendment,  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

                            (iii)  modify  any of the  provisions  of  this
                  Section  or Section  8.07,  except to  increase  any such
                  percentage or to provide that certain other provisions of
                  this  Indenture  cannot be modified or waived without the
                  consent  of  the  Holder  of  each  Outstanding  Security
                  affected thereby, or

                           (iv)  modify  the  ranking  or  priority  of the
                  Securities in a manner adverse to the Holders.


<PAGE> 145

                  (e) 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.

                  (f) The right of any Holder to participate in any consent
required or sought  pursuant to any  provision of this  Indenture  (and the
obligation  of the Company to obtain any such  consent  otherwise  required
from such  Holder) may be subject to the  requirement  that such Holder has
been the Holder of record of any  Securities  of any series with respect to
which such  consent is  required or sought as of a date  identified  by the
Trustee in a notice  furnished to Holders in  accordance  with the terms of
this Indenture.

Section 13.03     Compliance With TIA

                  Every  amendment to this Indenture or the Securities will
comply in form and substance with the TIA as then in effect.

Section 13.04     Revocation and Effect of Consents

                  (a) Until an amendment (which includes any supplement) or
waiver becomes effective,  a consent to it by a Holder of a Security of any
series is a continuing consent by the Holder and every subsequent Holder of
a Security  or portion of a Security  that  evidences  the same debt as the
consenting  Holder's Security,  even if notation of the consent is not made
on any Security.  However,  any such Holder or subsequent Holder may revoke
the  consent as to such  Holder's  Security or portion of a Security if the
Trustee receives written notice of revocation before the date the amendment
or waiver becomes  effective.  An amendment or waiver becomes  effective in
accordance with its terms and thereafter binds every Holder.

                  (b) The Company may, but will not be obligated  to, fix a
record date for the purpose of determining the Holders  entitled to consent
to any amendment or waiver.  If the Company elects to fix a record date for
such  purpose,  the  record  date will be fixed at (i) the later of 30 days
prior to the first  solicitation  of such  consent  or the date of the most
recent list of Holders  furnished to the Trustee prior to such solicitation
pursuant  to Section  10.02  hereof or (ii) such other date as the  Company
will  designate.  If a  record  date is  fixed,  then  notwithstanding  the
provisions of Section  13.04(a)  hereof,  those Persons who were Holders at
such  record  date (or  their  duly  designated  proxies),  and only  those
Persons,  will be  entitled  to consent to such  amendment  or waiver or to
revoke any consent  previously given,  whether or not such Persons continue
to be Holders after such record date. No consent will be valid or effective
for more than 90 days unless consents from Holders of the principal  amount
of  Securities  required  hereunder  for such  amendment  or  waiver  to be
effective has also been given and not revoked within such 90-day period.


<PAGE> 146

                  (c) After an  amendment  or waiver  becomes  effective it
will bind every Holder of a Security of any series affected thereby, unless
it is of the type  described  in any of clauses (i) through (iv) of Section
13.02(d)  hereof.  Any  amendment  or waiver  will  bind  each  Holder of a
Security who has consented to it and every subsequent  Holder of a Security
that evidences the same debt as the consenting Holder's Security.

Section 13.05     Notation on or Exchange of Securities

                  The Trustee may place an  appropriate  notation  about an
amendment  or  waiver  on any  Security  of  any  series  affected  thereby
thereafter  authenticated.  The Company in exchange for all  Securities  of
such series may issue and the Trustee will  authenticate  new Securities of
such series that reflect the amendment or waiver.

Section 13.06     Trustee to Sign Amendments, etc.

                  The  Trustee  will  sign any  amendment  or  supplemental
indenture  authorized pursuant to this Article 13 if the amendment does not
adversely  affect the rights,  duties,  liabilities  or  immunities  of the
Trustee.  If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment or supplemental indenture, the Trustee will
be entitled to receive and,  subject to Section 9.01 hereof,  will be fully
protected  in relying  upon,  an  Officers'  Certificate  and an Opinion of
Counsel  as  conclusive   evidence  that  such  amendment  or  supplemental
indenture is  authorized  or permitted  by this  Indenture,  that it is not
inconsistent  herewith,  and that it will be  valid  and  binding  upon the
Company in accordance with its terms.


                                 ARTICLE 14

                               MISCELLANEOUS

Section 14.01     TIA Controls

                  If any provision of this Indenture  limits,  qualifies or
conflicts with the duties imposed by TIA Section 318(c), the imposed duties
will control.


<PAGE> 147

Section 14.02     Notices

                  (a) Any  notice or  communication  by the  Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed  by first  class  mail  (registered  or  certified,  return  receipt
requested),  telex,  telecopier or overnight air courier  guaranteeing next
day delivery, to the other's address:

                  If to the Company:

                  U.S. Home Corporation
                  1800 West Loop South
                  Houston, Texas  77027
                  Telecopier No.:  (713) 877-2387
                  Confirmation No.:  (713) 877-2311
                  Attention:  President

                  If to the Trustee:

                  IBJ Schroder Bank & Trust Company
                  One State Street
                  New York, New York 10004
                  Telecopier No.:  (212) 858-2952
                  Confirmation No.:  (212) 858-2815
                  Attention:  Corporate Trust Agency & Administration

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

                  (c) All notices and communications will be deemed to have
been duly given:  at the time  delivered by hand, if personally  delivered;
five  Business  Days after being  deposited  in the mail,  if mailed;  when
answered  back,  if telexed;  when receipt  acknowledged  by the  Trustee's
transmission result report, if telecopied;  and the next Business Day after
timely  delivery  to  the  courier,   if  sent  by  overnight  air  courier
guaranteeing next day delivery.

                  (d) Any  notice  or  communication  to a  Holder  will be
mailed by first-class,  postage-prepaid mail, return receipt requested,  to
the Holder's  address shown on the register kept by the Registrar.  Failure
to mail a notice or  communication to a Holder or any defect in it will not
affect its sufficiency with respect to other Holders.

                  (e) If a notice or  communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not
the addressee receives it.

                  (f) If the  Company  mails a notice or  communication  to
Holders,  it will  mail a copy to the  Trustee  and each  Agent at the same
time.


<PAGE> 148

Section 14.03     Communication by Holders With Other Holders

                  Holders may  communicate  pursuant to TIA Section  312(b)
with other Holders with respect to their rights under this Indenture or the
Securities.  The Company,  the Trustee,  the Securities Register and anyone
else will have the protection of TIA Section 312(c).

Section 14.04     Action by Securityholders

                  Whenever  in  this  Indenture  it is  provided  that  the
Holders of a specified  percentage  in  aggregate  principal  amount of the
Outstanding  Securities  may take any action  (including  the making of any
demand or  request,  the  giving of any  notice,  consent  or waiver or the
taking of any other  action),  the fact that at the time of taking any such
action the Holders of such specified  percentage have joined therein may be
evidenced by any  instrument or any number of  instruments of similar tenor
executed  by (i)  Holders  in person or (ii)  agent or proxy  appointed  in
writing,  or by the record of the Holders in favor thereof,  at any meeting
of  Holders  duly  called and held in  accordance  with the  provisions  of
Article 15 hereof, or (iii) a combination of such instrument or instruments
of any such record of such meeting of Holders, but in each case only to the
extent  that the Holders  shall not have  revoked  such action  pursuant to
Section 13.04 hereof.

                  Without  limiting the generality of this Section 14.04, a
Holder,  including  a  Depository  that is a Holder  of one or more  Global
Securities, may make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand,  authorization,  direction,  notice, consent,
waiver or other  action  provided in this  Indenture  to be made,  given or
taken by Holders  and a  Depository  that is a Holder of one or more Global
Securities  may  provide its proxy or proxies to the  beneficial  owners of
interests in any such Global Securities through such Depository's  standing
instructions and customary practices.

                  The Company,  with advance approval by the Trustee,  will
fix a record  date for the  purpose  of  determining  the  Persons  who are
beneficial  owners of interests in any Global Security held by a Depository
entitled under the procedures of such  Depository to make, give or take, by
a proxy  or  proxies  duly  appointed  in  writing,  any  request,  demand,
authorization,  direction, notice, consent, waiver or other action provided
in this Indenture to be made,  given or taken by Holders.  If such a record
date is fixed,  the Persons who are such beneficial  owners at the close of
business on such record date or their duly appointed  proxy or proxies will
be  entitled to make,  give or take such  request,  demand,  authorization,
direction,  notice, consent,  waiver or other actions,  whether or not such
Persons  remain such  beneficial  owners  after such record  date.  No such
request, demand, authorization, direction, notice, consent, waiver or other
action  will be valid or  effective  if made,  given or taken more than six
months after such record date.


<PAGE> 149

Section 14.05     Proof of Execution of Instruments and Holding of Securities

                  Proof of the  execution of any  instrument by a Holder or
such Holder's  agent or proxy and proof of the holding by any Person of any
of the Securities shall be sufficient if made in the following manner:

                           (1) The fact and  date of the  execution  by any
                  such  Person  of  any  instrument  may be  proved  by the
                  certificate  of any notary public or other officer of any
                  jurisdiction  authorized to take acknowledgments of deeds
                  to be  recorded  in such  jurisdiction  that  the  Person
                  executing  such   instrument   acknowledged  to  him  the
                  execution  thereof,  or by an  affidavit  of a witness to
                  such  execution  sworn to before any such notary or other
                  officer.   Such   certificate  or  affidavit  shall  also
                  constitute  sufficient  proof  of  the  authority  of the
                  Person executing any instrument in cases where Securities
                  are not held by Persons in their individual capacities.

                           (2) The fact and date of  execution  of any such
                  instrument  may also be proved in any other  manner which
                  the Trustee deems sufficient.

                           (3) The ownership of Securities  shall be proved
                  by the  Securities  Register  for such  Security  or by a
                  certificate of the Registrar.

                           (4) The Trustee  shall not be bound to recognize
                  any Person as a Securityholder unless such Holder=s title
                  to any  Security  held by such  Holder  is  proved in the
                  manner provided in this Section 14.05.

                  The  Trustee  may require  such  additional  proof of any
matter referred to in this Section 14.05 as it shall deem necessary.

Section 14.06     Obligation to Disclose Beneficial Ownership of Securities

                  All  Securities  shall be held and owned upon the express
condition  that, upon demand of any regulatory  agency having  jurisdiction
over the Company, and pursuant to law or regulation  empowering such agency
to assert  such  demand,  any  Holder  shall  disclose  to such  agency the
identity of the beneficial owner of all Securities held by such Holder.


<PAGE> 150

Section 14.07     Certificate and Opinion as to Conditions Precedent

                  Upon any  request or  application  by the  Company to the
Trustee to take any action under this  Indenture,  the Company will furnish
to the Trustee and the Trustee may rely upon, as conclusive evidence:

                           (i) an Officers' Certificate (which will include
                  the statements set forth in Section 14.08 hereof) stating
                  that,  in the  opinion  of the  signers,  all  conditions
                  precedent  and  covenants,  if any,  provided for in this
                  Indenture  relating  to the  proposed  action  have  been
                  complied with; and

                          (ii) an Opinion of Counsel (which will include
                  the statements set forth in Section 14.08 hereof) stating
                  that, in the opinion of such counsel, all such conditions
                  precedent and covenants have been complied with.

Section 14.08     Statements Required in Certificate or Opinion

                  (a)  Each   certificate   or  opinion   with  respect  to
compliance  with a condition  or covenant  provided  for in this  Indenture
(other than a certificate  provided pursuant to TIA Section 314(a)(4)) will
include:

                           (i)      a statement that the Person making such
                  certificate or opinion has read such condition or covenant;

                          (ii)     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;

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

                          (iv)     a  statement  as to whether or not, in the
                  opinion of such  person,  such  condition or covenant has
                  been complied with.


<PAGE> 151

                  (b) Any Officers' Certificate may be based, insofar as it
relates to legal matters,  upon an Opinion of Counsel,  unless such Officer
knows  that  the  opinion  with  respect  to the  matters  upon  which  his
certificate  may be based as aforesaid is erroneous,  or in the exercise of
reasonable  care  should know that the same are  erroneous.  Any Opinion of
Counsel may be based,  insofar as it relates to factual  matters,  upon the
certificate,  statement or opinion of or  representations  by an officer or
officers of the Company,  or other Persons or firms deemed  appropriate  by
such  counsel,   unless  such  counsel  has  actual   knowledge   that  the
certificate,  statement or opinion or  representations  with respect to the
matters  upon which his  certificate,  statement or opinion may be based as
aforesaid are erroneous.

                  (c) Any  Officers'  Certificate,  statement or Opinion of
Counsel may be based,  insofar as it relates to accounting matters,  upon a
certificate or opinion of or representation by an accountant (who may be an
employee of the Company),  or firm of  accountants,  unless such Officer or
counsel,  as the case may be, has actual  knowledge that the certificate or
opinion or representation with respect to the accounting matters upon which
his  certificate,  statement  or  opinion  may be  based as  aforesaid  are
erroneous.

Section 14.09     Rules by Trustee and Agents

                  The Trustee may make reasonable rules for action by or at
a meeting of Holders.  The  Registrar or Paying  Agent may make  reasonable
rules and set reasonable requirements for its functions.

Section 14.10     No Recourse Against Others

                  A director,  officer or employee of the Company, as such,
will  have no  liability  for any  obligations  of the  Company  under  the
Securities or this  Indenture.  Each Holder by accepting a Security  waives
and releases all such liability.

Section 14.11     Governing Law

                  This Indenture and the Securities will be governed by and
construed  in  accordance  with the laws of the State of New York,  without
regard to principles of conflicts of law.

Section 14.12     No Adverse Interpretation of Other Agreements

                  This  Indenture  may  not be used  to  interpret  another
indenture,  loan or debt agreement of the Company or a Subsidiary  thereof.
Any such  indenture,  loan or debt  agreement  may not be used to interpret
this  Indenture.  This  writing  constitutes  the entire  agreement  of the
parties  with  respect  to the  subject  matter  hereof.  Unless  expressly
otherwise  indicated  herein,  an action or  transaction  permitted  by one
provision  hereof  must  nonetheless   comply  with  all  other  applicable
provisions  hereof;  and any action or  transaction  not  permitted  by any
provision of this Indenture will not be permitted regardless of whether any
other provision hereof might permit such action or transaction.


<PAGE> 152

Section 14.13     Successors

                  All  agreements of the Company in this  Indenture and the
Securities will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.

Section 14.14     Severability

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

Section 14.15     Counterpart Originals

                  The  parties  may  sign  any  number  of  copies  of this
Indenture.  Each signed copy will be an original,  but all of them together
represent the same agreement.

Section 14.16     Trustee as Paying Agent and Registrar

                  The Company initially appoints the Trustee as Paying Agent
and Registrar.

Section 14.17     Table of Contents, Headings, etc.

                  The Table of Contents, Cross-Reference Table and Headings
of the  Articles  and  Sections of this  Indenture  have been  inserted for
convenience  of reference  only, are not to be considered a part hereof and
will in no way modify or restrict any of the terms or provisions hereof.

Section 14.18     Benefits of Indenture

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

Section 14.19     Acceptance of Trust

                  IBJ  Schroder  Bank & Trust  Company,  the Trustee  named
herein,  hereby accepts the trusts in this Indenture declared and provided,
upon the terms and conditions hereinabove set forth.



<PAGE> 153

                                 ARTICLE 15

                     MEETINGS OF HOLDERS OF SECURITIES

Section 15.01     Purposes of Meetings

                  A meeting of  Holders  may be called at any time and from
time to time  pursuant to the  provisions of this Article 15 for any of the
following purposes:

                  (A)  to give any notice to the Company or to the  Trustee,
or to give any  direction to the Trustee,  or to waive any  non-performance
hereunder, and its consequences,  or to take any other action authorized to
be taken by Holders pursuant to any of the provisions of this Indenture;

                  (B)  to remove the Trustee and appoint a successor Trustee
pursuant to the provisions of Section 9.08 hereof;

                  (C)  to  consent  to  the  amendment  of  the  provisions
contained   herein  and  the   execution  of  an  indenture  or  indentures
supplemental hereto pursuant to the provisions of Article 13 hereof; or

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

Section 15.02     Call of Meetings by Trustee

                  The  Trustee may at any time call a meeting of Holders to
take any action  specified in Section 15.01, to be held at such time and at
such place in the State of New York, as the Trustee shall determine. Notice
of each meeting of the Holders of  Securities,  setting  forth the time and
the place of such meeting and, in general terms,  the action proposed to be
taken at such meeting,  shall be mailed by the Trustee to the Holders,  not
less than 20 nor more than 60 days prior to the date fixed for the meeting,
at their last addresses as they shall appear on the Security Register.

Section 15.03     Call of Meetings by Company or Securityholders

                  If  at  any  time  the  Company,   pursuant  to  a  Board
Resolution,  or the Holders of at least 20 percent in  aggregate  principal
amount of the Outstanding  Securities,  shall have requested the Trustee to
call a meeting of Holders to take any action  authorized  in Section  15.01
hereof,  by written request  setting forth in reasonable  detail the action
proposed to be taken at the meeting,  and the Trustee shall not have mailed
notice of such meeting  within 20 days after receipt of such request,  then
the Company or the Holders in the amount above  specified may determine the
time and the place in the State of New York for such meeting,  and may call
such meeting by mailing notice thereof as provided in Section 15.02.


<PAGE> 154

Section 15.04     Person Entitled to Vote at Meeting

                  To be  entitled  to vote at any  meeting  of  Holders,  a
Person  shall be a Holder  or be a Person  appointed  by an  instrument  in
writing as proxy by a Holder.  The only Persons who shall be entitled to be
present  or speak  at any  meeting  of the  Holders  shall  be the  Persons
entitled to vote at such meeting and their counsel and any  representatives
of the Company and its counsel.

Section 15.05     Regulations for Meeting

                  Notwithstanding  any  provisions of this  Indenture,  the
Trustee may make such  reasonable  regulations as it may deem advisable for
any meeting of Holders in regard to the  appointment of proxies,  the proof
of the holding of Securities,  the  appointment and duties of inspectors of
votes,  the submission and examination of proxies and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting
as it shall think fit.  Except as  otherwise  permitted  or required by any
such  regulations,  the holding of Securities shall be proved in the manner
specified in Section 14.05 hereof and the appointment of any proxy shall be
proved in the  manner  specified  in such  Section  14.05 or by having  the
signature of the person  executing the proxy witnessed or guaranteed by any
bank, banker, trust company or New York Stock Exchange, Inc.
member firm satisfactory to the Trustee.

                  The Trustee shall, by an instrument in writing, appoint a
temporary  chairperson  of the meeting,  unless the meeting shall have been
called by the Company or by the Holders as  provided in Section  15.03,  in
which case the Company or the Holders calling the meeting,  as the case may
be,  shall  appoint a temporary  chairman.  A permanent  chairperson  and a
permanent  secretary of the meeting shall be elected by vote of the Holders
of a majority in  principal  amount of the  Securities  represented  at the
meeting and entitled to vote.

                  At any  meeting  of  Holders,  the  presence  of  Persons
holding  or  representing  Securities  in  an  aggregate  principal  amount
sufficient  to take action upon the business for the  transaction  of which
such meeting was called shall be necessary to constitute a quorum;  but, if
less than a quorum be  present,  the  Persons  holding  or  representing  a
majority in aggregate principal amount of the Securities represented at the
meeting may adjourn such meeting with the same effect,  for all intents and
purposes, as though a quorum had been present.


<PAGE> 155


                  IN WITNESS  WHEREOF,  the undersigned  have duly executed
this Indenture as of the date first above written.


                           U.S. HOME CORPORATION


                           By: /s/ Thomas A. Napoli
                               ----------------------------------- 
                               Name: Thomas A. Napoli
                               Title: Vice President-- Corporate Finance
                                    and Treasurer

                           IBJ SCHRODER BANK & TRUST COMPANY,
                                 as Trustee


                           By:   /s/ Luis Perez
                                 ---------------------------------   
                                 Name: Luis Perez
                                 Title: Vice President