EXHIBIT 4.1














                         SENIOR HOUSING PROPERTIES TRUST

                                       TO

                       STATE STREET BANK AND TRUST COMPANY

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


                                    Indenture

                          Dated as of December 20, 2001



                             Senior Debt Securities

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


<PAGE>

    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
  Act Section                                                  Indenture Section

ss.310(a)(1)................................................................609
      (a)(2)................................................................609
      (a)(3).....................................................Not Applicable
      (a)(4).....................................................Not Applicable
      (a)(5)................................................................609
      (b)...................................................................608
      (c)........................................................Not Applicable
ss.311(a)...................................................................613
      (b)...................................................................613
      (c)........................................................Not Applicable
ss.312(a)...................................................................701
      (b)...................................................................702
      (c)...................................................................702
ss.313(a)...................................................................703
      (b)........................................................Not Applicable
      (c)...................................................................703
      (d)...................................................................703
ss.314(a)...................................................................704
      (b)........................................................Not Applicable
      (c)...................................................................102
      (d)........................................................Not Applicable
      (e)...................................................................102
ss.315(a)..............................................................601, 603
      (b)...................................................................602
      (c)...................................................................601
      (d)..............................................................601, 603
      (e)...................................................................514
ss.316(a)(1)(A).............................................................502
      (a)(1)(B).............................................................513
      (a)(2).....................................................Not Applicable
      (b)...................................................................508
      (c)...................................................................104
ss.31(a)(1).................................................................503
     (a)(2).................................................................504
     (b)...................................................................1003
ss.318......................................................................107


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

NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.
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<TABLE>
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                                                  Table of Contents

                                                                                                                Page


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ARTICLE ONE                   Definitions and Other Provisions....................................................1
         Section 101       Definitions............................................................................1
         Section 102       Compliance Certificates and Opinions...................................................7
         Section 103       Form of Documents Delivered to Trustee.................................................8
         Section 104       Acts of Holders; Record Dates..........................................................8
         Section 105       Notices, Etc., to Trustee and Company.................................................10
         Section 106       Notice to Holders; Waiver.............................................................10
         Section 107       Conflict with Trust Indenture Act.....................................................11
         Section 108       Effect of Headings and Table of Contents..............................................11
         Section 109       Successors and Assigns................................................................11
         Section 110       Separability Clause...................................................................11
         Section 111       Benefits of Indenture.................................................................11
         Section 112       Governing Law.........................................................................11
         Section 113       Legal Holidays........................................................................11
         Section 114       No Personal Liability.................................................................12

ARTICLE TWO                   Security Forms.....................................................................12
         Section 201       Forms Generally.......................................................................12
         Section 202       Form of Face of Security..............................................................13
         Section 203       Form of Reverse of Security...........................................................15
         Section 204       Form of Legend for Global Securities..................................................19
         Section 205       Form of Trustee's Certificate of Authentication.......................................19

ARTICLE THREE                 The Securities.....................................................................19
         Section 301       Amount Unlimited; Issuable in Series..................................................19
         Section 302       Denominations.........................................................................22
         Section 303       Execution, Authentication, Delivery and Dating........................................22
         Section 304       Temporary Securities..................................................................24
         Section 305       Registration, Registration of Transfer and Exchange...................................24
         Section 306       Mutilated, Destroyed, Lost and Stolen Securities......................................26
         Section 307       Payment of Interest; Interest Rights Preserved........................................27
         Section 308       Persons Deemed Owners.................................................................28
         Section 309       Cancellation..........................................................................28
         Section 310       Computation of Interest...............................................................28

ARTICLE FOUR                  Satisfaction and Discharge.........................................................28
         Section 401       Satisfaction and Discharge of Indenture...............................................28
         Section 402       Application of Trust Money............................................................29

ARTICLE FIVE                  Remedies...........................................................................30
         Section 501       Events of Default.....................................................................30
         Section 502       Acceleration of Maturity; Rescission and Annulment....................................32
         Section 503       Collection of Indebtedness and Suits for Enforcement by Trustee.......................33

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                                                  Table of Contents
                                                     (continued)
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         Section 504       Trustee May File Proofs of Claim......................................................33
         Section 505       Trustee May Enforce Claims Without Possession of Securities...........................34
         Section 506       Application of Money Collected........................................................34
         Section 507       Limitation on Suits...................................................................34
         Section 508       Unconditional Right of Holders to Receive Principal, Premium and Interest............ 35
         Section 509       Restoration of Rights and Remedies....................................................35
         Section 510       Rights and Remedies Cumulative........................................................35
         Section 511       Delay or Omission Not Waiver..........................................................36
         Section 512       Control by Holders....................................................................36
         Section 513       Waiver of Past Defaults...............................................................36
         Section 514       Undertaking for Costs.................................................................36
         Section 515       Waiver of Usury, Stay or Extension Laws...............................................37

ARTICLE SIX                   The Trustee........................................................................37
         Section 601       Certain Duties and Responsibilities...................................................37
         Section 602       Notice of Defaults....................................................................37
         Section 603       Certain Rights of Trustee.............................................................37
         Section 604       Not Responsible for Recitals or Issuance of Securities................................38
         Section 605       May Hold Securities...................................................................39
         Section 606       Money Held in Trust...................................................................39
         Section 607       Compensation and Reimbursement........................................................39
         Section 608       Conflicting Interests.................................................................39
         Section 609       Corporate Trustee Required; Eligibility...............................................40
         Section 610       Resignation and Removal; Appointment of Successor.....................................40
         Section 611       Acceptance of Appointment by Successor................................................41
         Section 612       Merger, Conversion, Consolidation or Succession to Business...........................42
         Section 613       Preferential Collection of Claims Against Company.....................................43
         Section 614       Appointment of Authenticating Agent...................................................43

ARTICLE SEVEN                 Holders' Lists and Reports by Trustee and Company..................................44
         Section 701       Company to Furnish Trustee Names and Addresses of Holders.............................44
         Section 702       Preservation of Information; Communications to Holders................................45
         Section 703       Reports by Trustee....................................................................45
         Section 704       Reports by Company....................................................................45

ARTICLE EIGHT                 Consolidation, Merger, Conveyance, Transfer or
                              Lease..............................................................................46
         Section 801       Company May Consolidate, Etc., Only on Certain Terms..................................46
         Section 802       Successor Substituted.................................................................46

ARTICLE NINE                  Supplemental Indentures............................................................47
         Section 901       Supplemental Indentures Without Consent of Holders....................................47
         Section 902       Supplemental Indentures With Consent of Holders.......................................48

                                       ii
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                                                  Table of Contents
                                                     (continued)
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         Section 903       Execution of Supplemental Indentures..................................................49
         Section 904       Effect of Supplemental Indentures.....................................................49
         Section 905       Conformity with Trust Indenture Act...................................................49
         Section 906       Reference in Securities to Supplemental Indentures....................................49

ARTICLE TEN                   Covenants..........................................................................49
         Section 1001      Payment of Principal, Premium and Interest............................................50
         Section 1002      Maintenance of Office or Agency.......................................................50
         Section 1003      Money for Securities Payments to Be Held in Trust.....................................50
         Section 1004      Statement by Officers as to Default...................................................51
         Section 1005      Existence.............................................................................51
         Section 1006      Waiver of Certain Covenants...........................................................52
         Section 1007      Provision of Financial Information....................................................52

ARTICLE ELEVEN                Redemption of Securities...........................................................52
         Section 1101      Applicability of Article..............................................................52
         Section 1102      Election to Redeem; Notice to Trustee.................................................52
         Section 1103      Selection by Trustee of Securities to Be Redeemed.....................................53
         Section 1104      Notice of Redemption..................................................................53
         Section 1105      Deposit of Redemption Price...........................................................54
         Section 1106      Securities Payable on Redemption Date.................................................54
         Section 1107      Securities Redeemed in Part...........................................................55

ARTICLE TWELVE                Sinking Funds......................................................................55
         Section 1201      Applicability of Article..............................................................55
         Section 1202      Satisfaction of Sinking Fund Payments with Securities.................................55
         Section 1203      Redemption of Securities for Sinking Fund.............................................56

ARTICLE THIRTEEN              Defeasance and Covenant Defeasance.................................................56
         Section 1301      Company's Option to Effect Defeasance or Covenant Defeasance..........................56
         Section 1302      Defeasance and Discharge..............................................................56
         Section 1303      Covenant Defeasance...................................................................57
         Section 1304      Conditions to Defeasance or Covenant Defeasance.......................................57
         Section 1305      Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
                           Provisions............................................................................59
         Section 1306      Reinstatement.........................................................................60


                                      iii

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<PAGE>

         INDENTURE,  dated  as of  December  20,  2001  between  Senior  Housing
Properties  Trust, a real estate  investment  trust organized and existing under
the laws of the State of  Maryland  (herein  called  the  "Company"),  and State
Street Bank and Trust Company, a trust company duly organized and existing under
the laws of the  Commonwealth  of  Massachusetts,  as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

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

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

         Now, Therefore, This Indenture Witnesseth:

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

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

         Section 101 Definitions.

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

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

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

                  (d)  unless  otherwise  specifically  set  forth  herein,  all
         calculations or  determinations  of a Person shall be performed or made
         on  a  consolidated   basis  in  accordance  with  generally   accepted
         accounting principles;
<PAGE>

                  (e) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (f) 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.

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

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

         "Authenticating  Agent"  means any  Person  authorized  by the  Trustee
pursuant  to  Section  614 to act on  behalf  of  the  Trustee  to  authenticate
Securities of one or more series.

         "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978,
as  amended,  or any  similar  United  States  federal or state law  relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

         "Board"  means  either the board of trustees of the Company or any duly
authorized committee of that board.

         "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 and to be in full force and effect on the date of such  certification,
and delivered to the Trustee.

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

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

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

         "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 Vice
Chairman of the Board, its Chief

                                      -2-
<PAGE>

Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Corporate  Trust Office" means the principal  office of the Trustee in
Boston,  Massachusetts  at which at any  particular  time  its  corporate  trust
business shall be administered.

         "corporation" means a corporation,  association,  company,  joint-stock
company, real estate investment trust or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1303.

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

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

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

         "Defeasance" has the meaning specified in Section 1302.

         "Depositary"  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 Depositary
for such Securities as contemplated by Section 301.

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

         "Exchange  Act"  means  the  Securities  Exchange  Act of 1934  and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "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 have been  approved by a significant  segment of the  accounting
profession, which are in effect on the Issue Date.

         "Global  Security"  means a Security that  evidences all or part of the
Securities  of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

                                      -3-
<PAGE>
         "Indenture" means this instrument as originally  executed and as it may
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
including,  for all  purposes  of this  instrument  and  any  such  supplemental
indenture,  the  provisions  of the Trust  Indenture Act that are deemed to be 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 301.

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

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

         "Investment  Company Act" means the Investment  Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Issue  Date"  means the date of  initial  issuance  of the  Securities
pursuant to this Indenture.

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

         "Notice of Default"  means a written  notice of the kind  specified  in
Section 501(d) or 501(e).

         "Officers'  Certificate" means a certificate signed by (i) the Chairman
of the Board, a Vice Chairman of the Board,  the Chief  Executive  Officer,  the
Chief Operating Officer,  the President or a Vice President,  and (ii) the Chief
Financial Officer, the Treasurer,  an Assistant Treasurer,  the Controller,  the
Secretary  or an  Assistant  Secretary,  of the  Company,  and  delivered to the
Trustee.

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

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

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

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

                                      -4-
<PAGE>

                  (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  Defeasance  has been  effected
         pursuant to Section 1302; and

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

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of the Outstanding  Securities  have given,  made or taken any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action  hereunder as of any date, (A) the principal  amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the  principal  thereof  which  would be due and  payable  as of such  date upon
acceleration  of the Maturity  thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal  amount  payable at the Stated  Maturity of a
Security is not determinable,  the principal amount of such Security which shall
be deemed to be  Outstanding  shall be the amount as specified or  determined as
contemplated by Section 301, (C) the principal amount of a Security  denominated
in one or more foreign  currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar  equivalent,  determined as of such date in
the manner provided as  contemplated by Section 301, of the principal  amount of
such  Security  (or,  in the case of a Security  described  in Clause (A) or (B)
above, of the amount determined as provided in such Clause),  and (D) Securities
owned by the Company or any other  obligor upon the  Securities or any Affiliate
of the Company or of such other obligor shall be  disregarded  and deemed not to
be  Outstanding,  except  that,  in  determining  whether the  Trustee  shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned  shall be so  disregarded.  Securities  so owned  which have been
pledged in good faith may be regarded as Outstanding if the pledgee  establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such  Securities  and that the pledgee is not the  Company or any other  obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

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

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

                                      -5-
<PAGE>

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

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

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

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

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

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or any  vice-chairman  of the board of  directors,  the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee,  the president,  any vice president,  the secretary, any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier,  any trust officer or assistant trust officer, the controller
or any  assistant  controller  or any other  officer of the Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such matter is referred  because of his  knowledge of
and familiarity with the particular subject.

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

         "Securities  Act"  means  the  Securities  Act of 1933 and any  statute
successor thereto, in each case as amended from time to time.

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

         "Significant  Subsidiary"  means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation  S-X,  promulgated
under the Securities Act of 1933, as amended) of the Company.

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

                                      -6-
<PAGE>

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

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

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

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

         "U.S. Government Obligation" has the meaning specified in Section 1304.

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

         Section 102 Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee such  certificates  and opinions as may be required  under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers'  Certificate,  if to be  given by an  officer  of the  Company,  or an
Opinion  of  Counsel,  if to be given by  counsel,  and  shall  comply  with the
requirements of the Trust Indenture Act and any other  requirements set forth in
this Indenture.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant  provided for in this Indenture  (except for  certificates
provided for in Section 1004) shall include,

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

                                      -7-
<PAGE>

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

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

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

         Section 103 Form of Documents Delivered to Trustee.

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

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

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

         Section 104 Acts of Holders; Record Dates.

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

                                      -8-
<PAGE>

for any purpose of this  Indenture  and (subject to Section 601)  conclusive  in
favor of the Trustee  and the  Company,  if made in the manner  provided in this
Section.

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

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

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

         The  Company  may set any  day as a  record  date  for the  purpose  of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Company  may not set a record date for,  and the  provisions  of this  paragraph
shall not apply  with  respect  to,  the  giving or making of (i) any  Notice of
Default,  (ii) any declaration of acceleration referred to in Section 502, (iii)
any request to institute  proceedings  referred to in Section 507(2) or (iv) any
direction referred to in Section 512. If any record date is set pursuant to this
paragraph,  the Holders of Outstanding Securities of the relevant series on such
record  date,  and no other  Holders,  shall be  entitled  to take the  relevant
action,  whether or not such  Holders  remain  Holders  after such record  date;
provided  that no such action  shall be effective  hereunder  unless taken on or
prior to the applicable  Expiration  Date by Holders of the requisite  principal
amount of Outstanding  Securities of such series on such record date. Nothing in
this  paragraph  shall be  construed  to prevent the Company  from setting a new
record  date for any  action  for which a record  date has  previously  been set
pursuant  to this  paragraph  (whereupon  the record date  previously  set shall
automatically  and with no action by any Person be cancelled  and of no effect),
and nothing in this  paragraph  shall be  construed  to render  ineffective  any
action  taken by  Holders  of the  requisite  principal  amount  of  Outstanding
Securities  of the  relevant  series on the date such action is taken.  Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense,  shall cause notice of such record date, the proposed action by Holders
and the applicable  Expiration Date to be given to the Trustee in writing and to
each  Holder of  Securities  of the  relevant  series in the manner set forth in
Section 106.

         With  respect to any record  date set  pursuant  to this  Section,  the
Company may designate any day as the "Expiration Date" and from time to time may
change the  Expiration  Date to any

                                      -9-
<PAGE>

earlier or later day;  provided  that no such change shall be  effective  unless
notice of the proposed new  Expiration  Date is given to the Trustee in writing,
and to each Holder of Securities of the relevant  series in the manner set forth
in Section 106, on or prior to the existing  Expiration  Date.  If an Expiration
Date is not  designated  with  respect to any record  date set  pursuant to this
Section,  the Company shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect  thereto,  subject to
its right to change the Expiration Date as provided in this paragraph.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal amount.

         Section 105 Notices, Etc., to Trustee and Company.

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

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

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

         Section 106 Notice to Holders; Waiver.

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

                                      -10-
<PAGE>

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

         Section 107 Conflict with Trust Indenture Act.

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

         Section 108 Effect of Headings and Table of Contents.

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

         Section 109 Successors and Assigns.

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

         Section 110 Separability Clause.

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

         Section 111 Benefits of Indenture.

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

         Section 112 Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

         Section 113 Legal Holidays.

         In any case where any Interest Payment Date,  Redemption Date or Stated
Maturity of any  Security  shall not be a Business  Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision  of any  Security  which

                                      -11-
<PAGE>

specifically  states that such  provision  shall apply in lieu of this Section))
payment of interest or principal (and premium,  if any) need not be made at such
Place of Payment on such date, but may be made on the next  succeeding  Business
Day at such  Place of  Payment  with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.

         Section 114 No  Personal  Liability.  THE  ARTICLES  OF  AMENDMENT  AND
RESTATEMENT  ESTABLISHING  SENIOR HOUSING  PROPERTIES  TRUST DATED SEPTEMBER 20,
1999, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"),
IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE
STATE OF MARYLAND,  PROVIDES  THAT THE NAME "SENIOR  HOUSING  PROPERTIES  TRUST"
REFERS TO THE TRUSTEES UNDER THE DECLARATION  COLLECTIVELY AS TRUSTEES,  BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER,  EMPLOYEE
OR AGENT OF THE  COMPANY  SHALL BE HELD TO ANY  PERSONAL  LIABILITY,  JOINTLY OR
SEVERALLY,  FOR ANY OBLIGATION OF, OR CLAIM  AGAINST,  THE COMPANY.  ALL PERSONS
DEALING  WITH THE  COMPANY,  IN ANY WAY,  SHALL  LOOK ONLY TO THE  ASSETS OF THE
COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

                                  ARTICLE TWO

                                 Security Forms

         Section 201 Forms Generally.

         The  Securities of each series shall be in  substantially  the form set
forth in this  Article,  or in such  other  form as shall be  established  by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently  herewith, be
determined  by the officers  executing  such  Securities,  as evidenced by their
execution  thereof.  If the form of Securities of any series is  established  by
action taken pursuant to a Board Resolution,  a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and  delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated by Section 303 for the  authentication  and delivery of such
Securities.

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

                                      -12-
<PAGE>

         Section 202 Form of Face of Security.

         [Insert  any  legend  required  by the  Internal  Revenue  Code and the
regulations thereunder.]

           ..........................................................

   ..........................................................................

No. .........                                                        $ ........

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

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

                                      -13-
<PAGE>

demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company  maintained
for that purpose in ............,  in such coin or currency of the United States
of America as at the time of payment is legal  tender for  payment of public and
private debts;  provided,  however, that at the option of the Company payment of
interest  may be made by check  mailed to the  address  of the  Person  entitled
thereto as such address shall appear in the Security Register.

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

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

         THE ARTICLES OF AMENDMENT AND RESTATEMENT  ESTABLISHING  SENIOR HOUSING
PROPERTIES  TRUST DATED  SEPTEMBER 20, 1999, A COPY OF WHICH,  TOGETHER WITH ALL
AMENDMENTS  THERETO  (THE  "DECLARATION"),  IS DULY  FILED IN THE  OFFICE OF THE
DEPARTMENT OF ASSESSMENTS  AND TAXATION OF THE STATE OF MARYLAND,  PROVIDES THAT
THE NAME "SENIOR  HOUSING  PROPERTIES  TRUST"  REFERS TO THE TRUSTEES  UNDER THE
DECLARATION  COLLECTIVELY AS TRUSTEES,  BUT NOT INDIVIDUALLY OR PERSONALLY,  AND
THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE
HELD TO ANY PERSONAL LIABILITY,  JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
CLAIM AGAINST,  THE COMPANY.  ALL PERSONS DEALING WITH THE COMPANY,  IN ANY WAY,
SHALL LOOK ONLY TO THE ASSETS OF THE  COMPANY  FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

                                      -14-
<PAGE>

         In Witness  Whereof,  the Company has caused this instrument to be duly
executed [under its corporate seal].

Dated:                                    Senior Housing Properties Trust



                                          By...................................
                                                Title:
[SEAL]
[Attest:

 ....................................
Title:]

         Section 203 Form of Reverse of Security.

         This  Security is one of a duly  authorized  issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under an  Indenture,  dated as of  ...............  (herein  called  the
"Indenture",  which  term  shall  have  the  meaning  assigned  to  it  in  such
instrument),  between the Company and  ...................,  as Trustee  (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the  Company,  the  Trustee,  the  holders of Senior Debt and the Holders of the
Securities  and of the terms  upon  which  the  Securities  are,  and are to be,
authenticated  and delivered.  This Security is one of the series  designated on
the face hereof [if applicable, insert-- , limited in aggregate principal amount
to $...........].

         [If  applicable,  insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,  insert--
(1) on ...........  in any year commencing with the year ......  and ending with
the year  ......  through  operation  of the  sinking  fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable,  insert-- on or after ..........,......],  as a whole or in part, at
the election of the Company,  at the following  Redemption  Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert-- on or
before  ...............,  ...%,  and if  redeemed]  during the  12-month  period
beginning ............. of the years indicated,


                        Redemption                                   Redemption
  Year                     Price                Year                   Price




and  thereafter at a Redemption  Price equal to .....% of the principal  amount,
together in the case of any such redemption [if  applicable,  insert -- (whether
through  operation of the sinking fund

                                      -15-
<PAGE>

or  otherwise)]  with  accrued  interest to the  Redemption  Date,  but interest
installments  whose Stated  Maturity is on or prior to such Redemption Date will
be  payable  to the  Holders  of such  Securities,  or one or  more  Predecessor
Securities,  of record at the close of business  on the  relevant  Record  Dates
referred to on the face hereof, all as provided in the Indenture.]

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


                      Redemption Price
                       For Redemption                   Redemption Price For
                     Through Operation                   Redemption Otherwise
                          of the                        Than Through Operation
Year                   Sinking Fund                      of the Sinking Fund






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

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

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ............  in each year beginning with the year ....... and
ending  with  the  year  ......  of [if  applicable,  insert  -- not  less  than
$..........  ("mandatory sinking fund") and not more than] $.........  aggregate
principal  amount  of  Securities  of this  series.  Securities  of this  series
acquired  or  redeemed by the

                                      -16-
<PAGE>

Company otherwise than through [if applicable, insert -- mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert -- mandatory]
sinking fund payments otherwise required to be made [if applicable,  insert -- ,
in the inverse order in which they become due].]

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

         [If  applicable,  insert  --  The  Indenture  contains  provisions  for
defeasance  at any  time of [the  entire  indebtedness  of this  Security]  [or]
[certain  restrictive  covenants  and  Events of  Default  with  respect to this
Security] [, in each case] upon compliance with certain  conditions set forth in
the Indenture.]

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal  amount of the  Securities at the
time  Outstanding  of each series to be affected.  The  Indenture  also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer  hereof or in exchange  therefor or in lieu  hereof,  whether or not
notation of such consent or waiver is made upon this Security.

                                      -17-
<PAGE>

         As provided  in and subject to the  provisions  of the  Indenture,  the
Holder of this  Security  shall not have the right to institute  any  proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder,  unless such Holder shall have previously given
the Trustee written notice of a continuing  Event of Default with respect to the
Securities of this series,  the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding  shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee  and offered the  Trustee  reasonable  indemnity,  and the
Trustee  shall not have  received  from the Holders of a majority  in  principal
amount  of  Securities  of this  series  at the  time  Outstanding  a  direction
inconsistent  with such  request,  and shall have failed to  institute  any such
proceeding,  for 60 days after  receipt  of such  notice,  request  and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this  Security for the  enforcement  of any payment of  principal  hereof or any
premium  or  interest  hereon on or after  the  respective  due dates  expressed
herein.

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

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

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

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

         Prior to due presentment of this 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 this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                      -18-
<PAGE>

         All terms used in this  Security  which are  defined  in the  Indenture
shall have the meanings assigned to them in the Indenture.

         Section 204 Form of Legend for Global Securities.

         Unless  otherwise  specified  as  contemplated  by Section  301 for the
Securities evidenced thereby,  every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         This Security is a Global  Security within the meaning of the Indenture
         hereinafter  referred to and is  registered in the name of a Depositary
         or a nominee thereof. This Security may not be exchanged in whole or in
         part for a Security  registered,  and no transfer  of this  Security in
         whole or in part may be  registered,  in the name of any  Person  other
         than such  Depositary  or a  nominee  thereof,  except  in the  limited
         circumstances described in the Indenture.

         Section 205 Form of Trustee's Certificate of Authentication.

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

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

                                      ........................................,
                                                                     As Trustee

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


                                 ARTICLE THREE

                                 The Securities

         Section 301 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,  subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

                                      -19-
<PAGE>

                  (b) any  limit  upon the  aggregate  principal  amount  of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities  authenticated and delivered upon
         registration  of transfer of, or in exchange  for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any  Securities  which,  pursuant  to Section  303,  are
         deemed never to have been authenticated and delivered hereunder);

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

                  (d) the date or dates on which the principal of any Securities
         of the series is payable;

                  (e) the rate or rates at which any  Securities  of the  series
         shall  bear  interest,  if any,  the date or dates  from which any such
         interest  shall  accrue,  the Interest  Payment Dates on which any such
         interest  shall be payable  and the  Regular  Record  Date for any such
         interest payable on any Interest Payment Date;

                  (f) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable;

                  (g) the period or periods within which, the price or prices at
         which and the terms and  conditions  upon which any  Securities  of the
         series  may be  redeemed,  in whole or in part,  at the  option  of the
         Company and, if other than by a Board  Resolution,  the manner in which
         any  election  by  the  Company  to  redeem  the  Securities  shall  be
         evidenced;

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

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

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

                  (k) if  other  than  the  currency  of the  United  States  of
         America,  the  currency,  currencies  or  currency  units in which  the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining  the equivalent

                                      -20-
<PAGE>

         thereof  in the  currency  of the  United  States  of  America  for any
         purpose,  including for purposes of the definition of  "Outstanding" in
         Section 101;

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

                  (m) if other than the entire  principal  amount  thereof,  the
         portion of the principal  amount of any  Securities of the series which
         shall be payable  upon  declaration  of  acceleration  of the  Maturity
         thereof pursuant to Section 502;

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

                  (o) if applicable, that the Securities of the series, in whole
         or any specified part, shall be defeasible  pursuant to Section 1302 or
         Section  1303 or both  such  Sections  and,  if  other  than by a Board
         Resolution,  the manner in which any election by the Company to defease
         such Securities shall be evidenced;

                  (p) if applicable,  that any 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  respective  Depositaries  for such
         Global  Securities,  the form of any legend or legends  which  shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last  paragraph  of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities  registered,  and any  transfer of such  Global  Security in
         whole or in part  may be  registered,  in the name or names of  Persons
         other  than  the  Depositary  for such  Global  Security  or a  nominee
         thereof;

                  (q) any  addition to or change in the Events of Default  which
         applies to any  Securities of the series and any change in the right of
         the Trustee or the requisite  Holders of such Securities to declare the
         principal amount thereof due and payable pursuant to Section 502;

                                      -21-
<PAGE>

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

                  (s) if  applicable,  that the  Securities  of the  series  are
         convertible  into or exchangeable  for Common Stock or other securities
         of the Company, the period or periods within which, the price or prices
         at which and the terms and conditions  upon which,  and the limitations
         and  restrictions,  if any,  upon which,  any  Securities of the series
         shall be convertible or exchangeable,  in whole or in part, into Common
         Stock or other securities of the Company; and

                  (t) any other  terms of the series  (which  terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All  Securities  of any one  series  shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board  Resolution  referred  to above and  (subject  to Section  303) 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 of an appropriate  record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of the series.

         Section 302 Denominations.

         The Securities of each series shall be issuable only in registered form
without  coupons  and  only in such  denominations  as  shall  be  specified  as
contemplated  by Section 301. In the absence of any such 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 303 Execution, Authentication, Delivery and Dating.

         The  Securities  shall be  executed  on  behalf of the  Company  by its
Chairman of the Board,  its Vice Chairman of the Board,  its President or one of
its Vice  Presidents,  and may, but need not,  have  corporate  seal  reproduced
thereon  attested by its  Secretary  or one of its  Assistant  Secretaries.  The
signature of any of these officers on the Securities may be manual or facsimile.

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

         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

                                      -22-
<PAGE>

Securities,  and  the  Trustee  in  accordance  with  the  Company  Order  shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the  series  have  been  established  by or  pursuant  to one or  more  Board
Resolutions  as  permitted  by  Sections  201 and 301,  in  authenticating  such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such  Securities,  the Trustee shall be entitled to receive,  and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

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

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

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

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

         Notwithstanding  the  provisions  of Section  301 and of the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  301 or the  Company  Order and Opinion of Counsel
otherwise  required  pursuant  to such  preceding  paragraph  at or prior to the
authentication  of each Security of such series if such  documents are delivered
at or prior to the  authentication  upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by the  Trustee by manual  signature,  and such  certificate  upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has  been  duly  authenticated  and  delivered  hereunder.  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  309,  for all
purposes of this  Indenture  such  Security  shall be deemed  never

                                      -23-
<PAGE>

to have been  authenticated and delivered  hereunder and shall never be entitled
to the benefits of this Indenture.

         Section 304 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.

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

         Section 305 Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register  (the  register  maintained  in such  office and in any other
office or agency of the  Company in a Place of Payment  being  herein  sometimes
collectively  referred to as the "Security  Register") in which, subject to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed  "Security  Registrar" for the purpose of  registering  Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a 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 like  tenor  and
aggregate principal amount.

         At the option of the Holder,  Securities of any series may be exchanged
for other Securities of the same series, of any authorized  denominations and of
like tenor and 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

                                      -24-
<PAGE>

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  Trustee)  be duly
endorsed,  or be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the Company and the Security  Registrar duly  executed,  by the
Holder thereof or his attorney duly authorized in writing.

         No service  charge  shall be made for any  registration  of transfer or
exchange of Securities,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         If the Securities of any series (or of any series and specified  tenor)
are to be redeemed  in part,  the  Company  shall not be required  (a) to issue,
register the transfer of or exchange any  Securities  of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening  of  business  15 days  before  the day of the  mailing  of a notice  of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such  mailing,  or (b) to register
the transfer of or exchange any Security so selected for  redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

         The  provisions of clauses (a), (b), (c) and (d) below shall apply only
to Global Securities:

                  (a) Each Global  Security  authenticated  under this Indenture
         shall be registered in the name of the  Depositary  designated for such
         Global  Security or a nominee  thereof and delivered to such Depositary
         or a nominee  thereof  or  custodian  therefor,  and each  such  Global
         Security  shall  constitute a single  Security for all purposes of this
         Indenture.

                  (b) Notwithstanding any other provision in this Indenture,  no
         Global  Security may be  exchanged  in whole or in part for  Securities
         registered,  and no transfer  of a Global  Security in whole or in part
         may be registered,  in the name of any Person other than the Depositary
         for  such  Global  Security  or  a  nominee  thereof  unless  (i)  such
         Depositary  (A) has notified the Company that it is unwilling or unable
         to continue as Depositary for such Global Security or (B) has ceased to
         be a clearing  agency  registered  under the Exchange  Act,  (ii) there
         shall have  occurred and be continuing an Event of Default with respect
         to such Global Security or (iii) there shall exist such  circumstances,
         if  any,  in  addition  to or in  lieu of the  foregoing  as have  been
         specified for this purpose as contemplated by Section 301.

                                      -25-
<PAGE>

                  (c)  Subject  to Clause (2) above,  any  exchange  of a Global
         Security for other  Securities may be made in whole or in part, and all
         Securities  issued in  exchange  for a Global  Security  or any portion
         thereof shall be registered  in such names as the  Depositary  for such
         Global Security shall direct.

                  (d)  Every   Security   authenticated   and   delivered   upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security  or any portion  thereof,  whether  pursuant to this  Section,
         Section 304, 306, 906 or 1107 or otherwise,  shall be authenticated and
         delivered in the form of, and shall be, a Global Security,  unless such
         Security  is  registered  in  the  name  of a  Person  other  than  the
         Depositary for such Global Security or a nominee thereof.

         Section 306 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  tenor and  principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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

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

                                      -26-
<PAGE>

         Section 307 Payment of Interest; Interest Rights Preserved.

         Except as  otherwise  provided  as  contemplated  by  Section  301 with
respect to any series of Securities,  interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest  Payment Date shall
be paid to the Person in whose name that  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such interest.

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

                  (a) The  Company  may elect to make  payment of any  Defaulted
         Interest to the Persons in whose  names the  Securities  of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business  on a Special  Record  Date for the  payment of such
         Defaulted  Interest,  which shall be fixed in the following manner. The
         Company  shall notify the Trustee in writing of the amount of Defaulted
         Interest  proposed  to be paid on each  Security of such series and the
         date of the proposed  payment,  and at the same time the Company  shall
         deposit  with the  Trustee  an amount of money  equal to the  aggregate
         amount  proposed  to be paid in respect of such  Defaulted  Interest or
         shall make  arrangements  satisfactory  to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in  trust  for the  benefit  of the  Persons  entitled  to such
         Defaulted  Interest as in this Clause  provided.  Thereupon the Trustee
         shall fix a  Special  Record  Date for the  payment  of such  Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the  proposed  payment  and not less  than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall  promptly  notify the Company of such Special  Record
         Date and,  in the name and at the expense of the  Company,  shall cause
         notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special  Record Date  therefor to be given to each Holder of Securities
         of such series in the manner set forth in Section 106, not less than 10
         days prior to such Special Record Date.  Notice of the proposed payment
         of such Defaulted  Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose  names  the  Securities  of  such  series  (or  their  respective
         Predecessor Securities) are registered at the close of business on such
         Special  Record  Date and shall no longer be  payable  pursuant  to the
         following clause (b).

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

                                      -27-
<PAGE>

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

         Section 308 Persons Deemed Owners.

         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 any premium
and  (subject to Section  307) any  interest on such  Security and for all other
purposes  whatsoever,  whether or not such Security be overdue,  and neither the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary.

         Section 309 Cancellation.

         All Securities  surrendered  for payment,  redemption,  registration of
transfer or exchange or for credit  against any sinking fund payment  shall,  if
surrendered  to any Person other than the  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 promptly  cancelled by the Trustee.  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  disposed of as directed by a Company
Order.

         Section 310 Computation of Interest.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

         Section 401 Satisfaction and Discharge of Indenture.

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

                                      -28-
<PAGE>

                  (a) either

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

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

                           (A) have become due and payable, or

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

                           (C) are to be called for  redemption  within one year
                           under  arrangements  satisfactory  to the Trustee for
                           the giving of notice of  redemption by the Trustee in
                           the name, and at the expense, of the Company,

         and the Company, in the case of (A), (B) or (C) above, has deposited or
         caused to be deposited with the Trustee as trust funds in trust for the
         purpose  money in an amount  sufficient to pay and discharge the entire
         indebtedness  on  such  Securities  not  theretofore  delivered  to the
         Trustee for cancellation, for principal and any premium 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;

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

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

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

         Section 402 Application of Trust Money.

         Subject to the  provisions of the last  paragraph of Section 1003,  all
money deposited with the Trustee  pursuant to Section 401 shall be held in trust
and applied by it, in accordance  with

                                      -29-
<PAGE>

the  provisions of the  Securities and this  Indenture,  to the payment,  either
directly or through any Paying Agent  (including  the Company  acting as its own
Paying Agent) as the Trustee may determine,  to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has been
deposited with the Trustee.

                                  ARTICLE FIVE

                                    Remedies

         Section 501 Events of Default.

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

                  (a) default in the payment of the  principal of or any premium
         on any Security of that series at its Maturity and  continuance of such
         default for a period of 30 days; or

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

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

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

                  (e) a  default  under  any  bond,  debenture,  note  or  other
         evidence  of  indebtedness  of the  Company,  or  under  any  mortgage,
         indenture or other instrument of the Company  (including a default with
         respect to Securities of any series other than that series) under which
         there may be issued or by which there may be secured  any  indebtedness
         of the  Company  (or by any  Subsidiary,  the  repayment  of which  the
         Company has guaranteed or for which the Company is directly responsible
         or liable as obligor  or  guarantor),  whether  such  indebtedness  now
         exists or shall hereafter be created,

                                      -30-
<PAGE>

         which default shall constitute a failure to pay an aggregate  principal
         amount exceeding  $25,000,000 of such indebtedness when due and payable
         after the  expiration  of any  applicable  grace  period  with  respect
         thereto and shall have  resulted in such  indebtedness  in an aggregate
         principal amount exceeding  $25,000,000  becoming or being declared due
         and payable prior to the date on which it would  otherwise  have become
         due and payable,  without such indebtedness having been discharged,  or
         such acceleration having been rescinded or annulled, within a period of
         10 days after there shall have been given,  by  registered or certified
         mail,  to the  Company by the Trustee or to the Company and the Trustee
         by the  Holders  of at least a  majority  in  principal  amount  of the
         Outstanding  Securities of that series a written notice specifying such
         default  and  requiring  the Company to cause such  indebtedness  to be
         discharged or cause such  acceleration  to be rescinded or annulled and
         stating that such notice is a "Notice of Default" hereunder; or

                  (f) the Company or any Significant  Subsidiary  pursuant to or
         within the  meaning of any  Bankruptcy  Law (i)  commences  a voluntary
         case,  (ii) consents to the entry of an order for relief  against it in
         an  involuntary  case,  or  (iii)  consents  to  the  appointment  of a
         Custodian of it or for all or substantially all of its property, or

                  (g) a court  of  competent  jurisdiction  enters  an  order or
         decree under any  Bankruptcy  Law that:  (i) is for relief  against the
         Company or any  Significant  Subsidiary in an  involuntary  case,  (ii)
         appoints a Custodian of the Company or any  Significant  Subsidiary  or
         for all or substantially all of either of its property, or (iii) orders
         the liquidation of the Company or any Significant  Subsidiary,  and the
         order or decree remains unstayed and in effect for 90 days; or

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

                                      -31-
<PAGE>

         Section 502 Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default  (other  than an Event of Default  specified  in
Section  501(f) or 501(g)) with respect to  Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than a majority of the principal  amount of the  Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities,  such portion of the principal  amount of such  Securities as may be
specified by the terms thereof) to be due and payable  immediately,  by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such  declaration  such  principal  amount (or  specified  amount)  shall become
immediately due and payable.  If an Event of Default  specified in clause (f) or
(g) of  Section  501  with  respect  to  Securities  of any  series  at the time
Outstanding  occurs,  the principal  amount of all the Securities of that series
(or, if any Securities of that series are Original  Issue  Discount  Securities,
such portion of the principal  amount of such  Securities as may be specified by
the terms thereof)  shall  automatically,  and without any  declaration or other
action on the part of the  Trustee or any  Holder,  become  immediately  due and
payable.

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

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

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

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

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

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

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

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

                                      -32-
<PAGE>

         The  Trustee  shall  not be  required  to act upon an Event of  Default
unless it has actual knowledge of such Event of Default.

         Section 503  Collection of  Indebtedness  and Suits for  Enforcement by
Trustee.

         The Company covenants that if

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

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

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

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

         Section 504 Trustee May File Proofs of Claim.

         In case of any  judicial  proceeding  relative  to the  Company (or any
other obligor upon the Securities),  its property or its creditors,  the Trustee
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have  claims of the  Holders  and the  Trustee  allowed  in any such
proceeding.  In  particular,  the  Trustee  shall be  authorized  to collect and
receive any moneys or other  property  payable or deliverable on any such claims
and to distribute  the same;  and any custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to the  Holders,  to pay to the Trustee any amount due it for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section 607.

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

                                      -33-
<PAGE>

authorize  the Trustee to vote in respect of the claim of any Holder in any such
proceeding;  provided,  however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in  bankruptcy  or similar  official and be a
member of a creditors' or other similar committee.

         Section  505  Trustee  May  Enforce   Claims   Without   Possession  of
Securities.

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

         Section 506 Application of Money Collected.

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

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

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

         Section 507 Limitation on Suits.

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

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

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

                                      -34-
<PAGE>

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

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

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

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

         Section  508  Unconditional  Right of  Holders  to  Receive  Principal,
Premium and Interest.

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

         Section 509 Restoration of Rights and Remedies.

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

         Section 510 Rights and Remedies Cumulative.

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

                                      -35-
<PAGE>

         Section 511 Delay or Omission Not Waiver.

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

         Section 512 Control by Holders.

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

                  (a) such  direction  shall not be in conflict with any rule of
         law or with this Indenture, and

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

         Section 513 Waiver of Past Defaults.

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

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

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

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

         Section 514 Undertaking for Costs.

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section nor the Trust  Indenture Act
shall be deemed to

                                      -36-
<PAGE>

authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company.

         Section 515 Waiver of Usury, Stay or Extension Laws.

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

                                  ARTICLE SIX

                                  The Trustee

         Section 601 Certain Duties and Responsibilities.

         The duties and  responsibilities of the Trustee shall be as provided by
the Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.

         Section 602 Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee  shall give the Holders of  Securities of such series notice of such
default as and to the extent  provided  by the Trust  Indenture  Act;  provided,
however,  that in the case of any default of the  character  specified in clause
(d) of Section 501 with respect to Securities of such series,  no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.  For
the purpose of this  Section,  the term  "default"  means any event which is, or
after  notice or lapse of time or both would  become,  an Event of Default  with
respect to Securities of such series.

         Section 603 Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (a) the Trustee may rely and shall be  protected  in acting or
         refraining  from acting upon any  resolution,  certificate,  statement,
         instrument,  opinion,  report,  notice,  request,  direction,  consent,
         order, bond,  debenture,  note, other evidence of indebtedness

                                      -37-
<PAGE>

         or other  paper or  document  believed  by it to be genuine and to have
         been signed or presented by the proper party or parties;

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

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

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

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

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

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

         Section 604 Not Responsible for Recitals or Issuance of Securities.

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

                                      -38-
<PAGE>

         Section 605 May Hold Securities.

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

         Section 606 Money Held in Trust.

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

         Section 607 Compensation and Reimbursement.

         The Company agrees

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

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

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

         Section 608 Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions  of, the Trust  Indenture Act and this  Indenture.  To the extent
permitted  by such Act,  the Trustee  shall not be deemed to have a  conflicting
interest  by virtue of being a trustee  under  this  Indenture  with  respect to
Securities of more than one series.

                                      -39-
<PAGE>

         Section 609 Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee  hereunder  with
respect to the  Securities  of each series,  which may be Trustee  hereunder for
Securities of one or more other  series.  Each Trustee shall be a Person that is
eligible  pursuant to the Trust Indenture Act to act as such, and has a combined
capital  and  surplus  of at least  $50,000,000.  If any such  Person  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the  Trustee  with  respect to the  Securities  of any series  shall cease to be
eligible in accordance  with the  provisions  of this  Section,  it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.

         Section 610 Resignation and Removal; Appointment of Successor.

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

         The Trustee may resign at any time with  respect to the  Securities  of
one or more  series by giving  written  notice  thereof to the  Company.  If the
instrument of acceptance  by a successor  Trustee  required by Section 611 shall
not have been  delivered to the Trustee  within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

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

         If at any time:

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

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

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

                                      -40-
<PAGE>

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

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

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

         Section 611 Acceptance of Appointment by Successor.

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

                                      -41-
<PAGE>

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

         Upon request of any such successor  Trustee,  the Company shall execute
any and all instruments  for more fully and certainly  vesting in and confirming
to such successor Trustee all such rights,  powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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

         Section  612  Merger,   Conversion,   Consolidation  or  Succession  to
Business.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such

                                      -42-
<PAGE>

authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         Section 613 Preferential Collection of Claims Against Company.

         If and when the  Trustee  shall be or become a creditor  of the Company
(or any other obligor upon the Securities),  the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

         Section 614 Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to one or more series of  Securities  which shall be authorized to act on behalf
of the Trustee to  authenticate  Securities  of such series issued upon original
issue and upon exchange,  registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and shall at all times be a corporation  organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent,  having a combined  capital and surplus of not less than  $50,000,000 and
subject to supervision or  examination  by Federal or State  authority.  If such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  such Authenticating  Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at

                                      -43-
<PAGE>

any time such Authenticating Agent shall cease to be eligible in accordance with
the   provisions  of  this   Section,   the  Trustee  may  appoint  a  successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall give
notice of such  appointment in the manner provided in Section 106 to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve.  Any successor  Authenticating  Agent upon  acceptance of its appointment
hereunder  shall  become  vested with all the  rights,  powers and duties of its
predecessor   hereunder,   with  like  effect  as  if  originally  named  as  an
Authenticating  Agent.  No  successor  Authenticating  Agent shall be  appointed
unless eligible under the provisions of this Section.

         The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its  services  under this  Section,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 607.

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

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

                                           ...................................,
                                                                     As Trustee



                                           By.................................,
                                                        As Authenticating Agent



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



                                 ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

         Section 701 Company to Furnish Trustee Names and Addresses of Holders.

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

                  (a)  semi-annually,  not later than  January 15 and July 15 in
         each year, a list, in such form as the Trustee may reasonably  require,
         of the names and  addresses of the

                                      -44-
<PAGE>

         Holders of Securities of each series as of the preceding December 31 or
         June 30, as the case may be, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request,  a
         list of  similar  form and  content  as of a date not more than 15 days
         prior to the time such list is furnished;

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

         Section 702 Preservation of Information; Communications to Holders.

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

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

         Every Holder of Securities,  by receiving and holding the same,  agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  agent  of  either  of them  shall  be held  accountable  by  reason  of any
disclosure of  information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         Section 703 Reports by Trustee.

         The Trustee  shall  transmit to Holders  such  reports  concerning  the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

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

         Section 704 Reports by Company.

         The  Company  shall  file  with the  Trustee  and the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times  and in the  manner  provided  pursuant  thereto;  provided  that any such
information,  documents  or reports  required  to be filed  with the  Commission
pursuant  to  Section  13 or 15(d) of the  Exchange  Act shall be filed with the
Trustee  within  15 days  after  the same is so  required  to be filed  with the
Commission.

                                      -45-
<PAGE>

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

         Section 801 Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not  consolidate  with or merge into any other Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety  to any  Person,  and the  Company  shall  not  permit  any  Person  to
consolidate  with or merge into the  Company or  convey,  transfer  or lease its
properties and assets substantially as an entirety to the Company, unless:

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

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

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

         Section 802 Successor Substituted.

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

                                      -46-
<PAGE>

named as the Company herein, and thereafter,  except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                  ARTICLE NINE

                            Supplemental Indentures

         Section 901 Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

                  (e) to add 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  (i) shall neither (A)
         apply to any Security of any series  created  prior to the execution of
         such  supplemental  indenture  and  entitled  to the  benefit  of  such
         provision  nor (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

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

                  (g) to evidence and provide for the  acceptance of appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  series and to add to or

                                      -47-
<PAGE>

         change any of the provisions of this Indenture as shall be necessary to
         provide for or facilitate the administration of the trusts hereunder by
         more than one Trustee, pursuant to the requirements of Section 611; or

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

         Section 902 Supplemental Indentures With Consent of Holders.

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

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

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

                  (c) modify any of the provisions of this Section,  Section 513
         or Section 1006,  except to increase any such  percentage or to provide
         that certain other  provisions of this Indenture  cannot be modified or
         waived without the consent of the Holder of each  Outstanding  Security
         affected  thereby;  provided,  however,  that this clause  shall not be
         deemed to require the consent of any Holder with  respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 1006, or the deletion of this proviso,  in accordance  with
         the requirements of Section 611 and clause (h) of Section 901.

                                      -48-
<PAGE>

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

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

         Section 903 Execution of Supplemental Indentures.

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

         Section 904 Effect of Supplemental Indentures.

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

         Section 905 Conformity with Trust Indenture Act.

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

         Section 906 Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   Covenants

                                      -49-
<PAGE>

         Section 1001 Payment of Principal, Premium and Interest.

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

         Section 1002 Maintenance of Office or Agency.

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

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

         Section 1003 Money for Securities Payments to Be Held in Trust.

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

         Whenever  the  Company  shall  have one or more  Paying  Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any  Securities  of that  series,  deposit  with a Paying
Agent a sum  sufficient  to pay such amount,  such sum to be held as provided by
the Trust  Indenture  Act,  and (unless  such Paying  Agent is the  Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

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

                                      -50-
<PAGE>

(1) comply with the provisions of the Trust  Indenture Act applicable to it as a
Paying  Agent and (2) during the  continuance  of any default by the Company (or
any other  obligor  upon the  Securities  of that  series)  in the making of any
payment in respect of the Securities of that series, upon the written request of
the Trustee,  forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

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

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

         Section 1004 Statement by Officers as to Default.

         The Company will deliver to the Trustee,  within 120 days after the end
of each fiscal year of the Company  ending after the date  hereof,  an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and conditions of this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.

         Section 1005 Existence.

         Subject to Article  Eight,  the Company will do or cause to be done all
things  necessary to preserve  and keep in full force and effect its  existence,
rights  (charter and  statutory) and  franchises;  provided,  however,  that the
Company  shall not be required to preserve  any such right

                                      -51-
<PAGE>

or franchise if the Board shall  determine that the  preservation  thereof is no
longer desirable in the conduct of the business of the Company.

         Section 1006 Waiver of Certain Covenants.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities of such series,  the Company may,  with respect to the  Securities of
any series, omit in any particular  instance to comply with any term,  provision
or  condition  set forth in any  covenant  provided  pursuant  to clause  (r) of
Section  301 or clause (b) or (g) of Section  901 for the benefit of the Holders
of such series or in Section  1005, if before the time for such  compliance  the
Holders of at least a majority in principal amount of the Outstanding Securities
of such series shall,  by Act of such Holders,  either waive such  compliance in
such  instance  or  generally  waive  compliance  with such term,  provision  or
condition,  but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become  effective,  the obligations of the Company and the duties of the Trustee
in respect of any such term,  provision or condition  shall remain in full force
and effect.

         Section 1007 Provision of Financial Information.

         Whether  or not the  Company  is  subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent  permitted under the Exchange Act,
file  with the  Commission  the  annual  reports,  quarterly  reports  and other
documents which the Company would have been required to file with the Commission
pursuant to such  Section 13 or 15(d) if the Company  were so subject,  and such
documents will be filed with the Commission on or prior to the respective  dates
by which the  Company  would have been  required to file such  documents  if the
Company were so subject.



                                 ARTICLE ELEVEN

                            Redemption of Securities

         Section 1101 Applicability of Article.

         Securities  of any series  which are  redeemable  before  their  Stated
Maturity  shall be  redeemable  in  accordance  with their  terms and (except as
otherwise  specified  as  contemplated  by Section 301 for such  Securities)  in
accordance with this Article.

         Section 1102 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board  Resolution or in another manner specified as contemplated by Section
301 for  such  Securities.  In case of any  redemption  at the  election  of the
Company  of less  than all the  Securities  of any  series  (including  any such
redemption  affecting only a single  Security),  the Company shall,  at least 60
days prior to the Redemption  Date fixed by the Company (unless a shorter notice
shall be

                                      -52-
<PAGE>

satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed.  In the case of any redemption of
Securities  prior  to the  expiration  of any  restriction  on  such  redemption
provided in the terms of such  Securities  or elsewhere in this  Indenture,  the
Company  shall  furnish the Trustee  with an  Officers'  Certificate  evidencing
compliance with such restriction.

         Section 1103 Selection by Trustee of Securities to Be Redeemed.

         If less  than  all the  Securities  of any  series  are to be  redeemed
(unless all the  Securities  of such  series and of a specified  tenor are to be
redeemed  or  unless  such  redemption  affects  only a  single  Security),  the
particular  Securities  to be redeemed  shall be selected  not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  by such method as the Trustee
shall deem fair and  appropriate  and which may  provide for the  selection  for
redemption of a portion of the principal  amount of any Security of such series,
provided that the  unredeemed  portion of the  principal  amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized  denomination) for such Security.  If less than all the Securities of
such series and of a specified tenor are to be redeemed  (unless such redemption
affects only a single Security),  the particular Securities to be redeemed shall
be selected not more than 60 days prior to the  Redemption  Date by the Trustee,
from  the  Outstanding  Securities  of  such  series  and  specified  tenor  not
previously called for redemption in accordance with the preceding sentence.

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

         The  provisions  of the two preceding  paragraphs  shall not apply with
respect  to any  redemption  affecting  only a  single  Security,  whether  such
Security  is to be  redeemed  in  whole  or in  part.  In the  case of any  such
redemption  in part,  the  unredeemed  portion  of the  principal  amount of the
Security  shall be in an authorized  denomination  (which shall not be less than
the minimum authorized denomination) for such Security.

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

         Section 1104 Notice of Redemption.

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

         All notices of redemption shall state:

                                      -53-
<PAGE>

                  (a) the Redemption Date,

                  (b) the Redemption Price,

                  (c) if less than all the Outstanding  Securities of any series
         consisting  of more  than a single  Security  are to be  redeemed,  the
         identification  (and,  in the case of  partial  redemption  of any such
         Securities,  the principal amounts) of the particular  Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting  of a single  Security  are to be  redeemed,  the  principal
         amount of the particular Security to be redeemed,

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

                  (e) that on the  Redemption  Date,  if such is the  case,  the
         right of the holders of each such  Security  to convert the  Securities
         shall terminate;

                  (f) the place or places  where  each  such  Security  is to be
         surrendered for payment of the Redemption Price, and

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

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

         Section 1105 Deposit of Redemption Price.

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

         Section 1106 Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid,  the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest) such  Securities  shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption  Price,  together with accrued interest
to the Redemption Date; provided,  however,  that, unless otherwise specified as
contemplated  by Section 301,  installments of interest whose Stated Maturity is
on or prior to the  Redemption  Date  will be  payable  to the  Holders  of such
Securities,  or one or more  Predecessor  Securities,

                                      -54-
<PAGE>

registered  as such at the  close  of  business  on the  relevant  Record  Dates
according to their terms and the provisions of Section 307.

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

         Section 1107 Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                 Sinking Funds

         Section 1201 Applicability of Article.

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

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

         Section 1202 Satisfaction of Sinking Fund Payments with Securities.

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

                                      -55-
<PAGE>

shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed,  for redemption through
operation of the sinking fund and the amount of such sinking fund payment  shall
be reduced accordingly.

         Section 1203 Redemption of Securities for Sinking Fund.

         Not less than 30 days prior to each  sinking  fund payment date for any
Securities,  the Company will  deliver to the Trustee an  Officers'  Certificate
specifying  the  amount  of the  next  ensuing  sinking  fund  payment  for such
Securities  pursuant to the terms of such Securities,  the portion  thereof,  if
any,  which is to be  satisfied by payment of cash and the portion  thereof,  if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section  1202 and will also  deliver  to the  Trustee  any  Securities  to be so
delivered.  Not less than 15 days prior to each such sinking fund payment  date,
the Trustee  shall select the  Securities  to be redeemed upon such sinking fund
payment  date in the manner  specified  in Section  1103 and cause notice of the
redemption  thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given,  the
redemption  of such  Securities  shall be made upon the terms and in the  manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

         Section  1301  Company's  Option  to  Effect   Defeasance  or  Covenant
Defeasance.

         The Company may elect,  at its option at any time, to have Section 1302
or Section 1303 applied to any  Securities or any series of  Securities,  as the
case may be, designated  pursuant to Section 301 as being defeasible pursuant to
such  Section  1302 or 1303,  in  accordance  with any  applicable  requirements
provided  pursuant to Section 301 and upon  compliance  with the  conditions set
forth below in this  Article.  Any such  election  shall be evidenced by a Board
Resolution or in another  manner  specified as  contemplated  by Section 301 for
such Securities.

         Section 1302 Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of  Securities,  as the case may be, the
Company shall be deemed to have been  discharged from its  obligations,  and the
provisions of Article Fourteen shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the  conditions set
forth in Section 1304 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 such  Securities and to have
satisfied all its other  obligations  under such  Securities  and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company,  shall execute proper instruments  acknowledging the same),  subject to
the  following  which shall  survive  until  otherwise  terminated or discharged
hereunder:  (a) the rights of Holders of such Securities to receive, solely from
the trust fund  described  in  Section  1304 and as more fully set forth in such
Section, payments in respect of the

                                      -56-
<PAGE>

principal of and any premium and interest on such  Securities  when payments are
due,  (b) the  Company's  obligations  with  respect  to such  Securities  under
Sections 304, 305, 306, 1002 and 1003, (c) the rights,  powers,  trusts,  duties
and  immunities  of the  Trustee  hereunder  and (d) this  Article.  Subject  to
compliance  with this  Article,  the Company may exercise its option (if any) to
have this Section applied to any Securities  notwithstanding  the prior exercise
of its option (if any) to have Section 1303 applied to such Securities.

         Section 1303 Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of  Securities,  as the case may be, (a)
the Company shall be released from its  obligations  under clause (c) of Section
801 and any covenants  provided  pursuant to clause (r) of Section 301,  Section
1005 or clause (b) or (g) of Section  901 for the benefit of the Holders of such
Securities,  and (b) the  occurrence  of any event  specified  in clause  (d) of
Section  501 (with  respect  to any of clause  (c) of  Section  801 and any such
covenants provided pursuant to clause (r) of Section 301, Section 1005 or clause
(b) or (g) of Section  901) or clause (e) of Section  501 shall be deemed not to
be or result in an Event of Default,  and (c) the provisions of Article Fourteen
shall cease to be  effective,  in each case with respect to such  Securities  as
provided  in this  Section  on and  after the date the  conditions  set forth in
Section 1304 are satisfied (hereinafter called "Covenant Defeasance").  For this
purpose,  such Covenant  Defeasance means that, with respect to such 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  specified  Section (to
the extent so  specified  in the case of clause  (d) of Section  501) or Article
Fourteen,  whether  directly or indirectly by reason of any reference  elsewhere
herein to any such Section or Article or by reason of any  reference in any such
Section or Article to any other provision  herein or in any other document,  but
the remainder of this Indenture and such Securities shall be unaffected thereby.

         Section 1304 Conditions to Defeasance or Covenant Defeasance.

         The following  shall be the  conditions to the  application  of Section
1302 or Section 1303 to any Securities or any series of Securities,  as the case
may be:

                  (a) The Company shall  irrevocably have deposited or caused to
         be deposited with the Trustee (or another  trustee which  satisfies the
         requirements  contemplated by Section 609 and agrees to comply with the
         provisions  of this Article  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 benefits of the Holders
         of such  Securities,  (i) money in an amount,  or (ii) U.S.  Government
         Obligations  which  through  the  scheduled  payment of  principal  and
         interest  in  respect  thereof  in  accordance  with  their  terms will
         provide,  not later than one day  before  the due date of any  payment,
         money  in an  amount,  or (iii) 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,  the

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<PAGE>

         principal  of and any premium and  interest on such  Securities  on the
         respective  Stated  Maturities,  in  accordance  with the terms of this
         Indenture  and  such  Securities.  As  used  herein,  "U.S.  Government
         Obligation"  means (x) any security which is (i) a direct obligation of
         the United  States of America  for the  payment of which the full faith
         and  credit of the  United  States of  America  is  pledged  or (ii) an
         obligation  of a Person  controlled  or  supervised by and acting as an
         agency or  instrumentality  of the United States of America the payment
         of which is  unconditionally  guaranteed  as a full  faith  and  credit
         obligation by the United States of America,  which,  in either case (i)
         or (ii),  is not  callable  or  redeemable  at the option of the issuer
         thereof, and (y) any depositary receipt issued by a bank (as defined in
         Section 3(a)(2) of the Securities Act) as custodian with respect to any
         U.S.  Government  Obligation which is specified in Clause (x) above and
         held by such bank for the  account  of the  holder  of such  depositary
         receipt,  or with  respect to any  specific  payment of principal of or
         interest on any U.S.  Government  Obligation  which is so specified and
         held,  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.

                  (b) In the event of an election to have  Section 1302 apply to
         any  Securities  or any series of  Securities,  as the case may be, the
         Company  shall  have  delivered  to the  Trustee  an Opinion of Counsel
         stating  that (i) the  Company  has  received  from,  or there has been
         published by, the Internal  Revenue  Service a ruling or (ii) since the
         date of this  instrument,  there  has been a change  in the  applicable
         Federal  income tax law, in either case (i) or (ii) to the effect that,
         and based thereon such opinion shall confirm that,  the Holders of such
         Securities  will not  recognize  gain or loss for  Federal  income  tax
         purposes as a result of the  deposit,  Defeasance  and  discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (c) In the event of an election to have  Section 1303 apply to
         any  Securities  or any series of  Securities,  as the case may be, the
         Company  shall have  delivered  to the Trustee an Opinion of Counsel to
         the effect that the Holders of such  Securities will not recognize gain
         or loss for Federal  income tax purposes as a result of the deposit and
         Covenant  Defeasance to be effected with respect to such Securities and
         will be subject to Federal  income tax on the same amount,  in the same
         manner and at the same times as would be the case if such  deposit  and
         Covenant Defeasance were not to occur.

                  (d)  The  Company  shall  have  delivered  to the  Trustee  an
         Officer's  Certificate  to the effect that neither such  Securities nor
         any  other  Securities  of the  same  series,  if  then  listed  on any
         securities exchange, will be delisted as a result of such deposit.

                  (e) No event  which  is,  or after  notice or lapse of time or
         both would become,  an Event of Default with respect to such Securities
         or any other  Securities  shall have

                                      -58-
<PAGE>

         occurred and be  continuing at the time of such deposit or, with regard
         to any such event specified in clause (e) or (f) of Section 501, at any
         time on or prior to the 90th day  after  the date of such  deposit  (it
         being  understood  that this  condition  shall not be deemed  satisfied
         until after such 90th day).

                  (f) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting  interest within the meaning of the Trust
         Indenture  Act  (assuming  all  Securities  are in  default  within the
         meaning of such Act).

                  (g) 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.

                  (h) 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 unless  such trust
         shall  be  registered  under  such  Act  or  exempt  from  registration
         thereunder.

                  (i)  The  Company  shall  have  delivered  to the  Trustee  an
         Officer's  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  with  respect  to such  Defeasance  or  Covenant
         Defeasance have been complied with.

         Section 1305 Deposited Money and U.S. Government Obligations to Be Held
in Trust; Miscellaneous Provisions.

         Subject to the  provisions of the last  paragraph of Section 1003,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the  Trustee or other  qualifying  trustee  (solely  for  purposes  of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively  as the  "Trustee")  pursuant  to  Section  1304 in  respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such  Securities and this  Indenture,  to the payment,  either
directly or through any 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 any premium and interest,  but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations  so held in trust shall not be subject to the  provisions of Article
Fourteen.

         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 1304 or the  principal  and interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary  notwithstanding,  the Trustee
shall  deliver or pay to the Company from time to time upon Company  Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the

                                      -59-
<PAGE>

opinion  of a  nationally  recognized  firm of  independent  public  accountants
expressed in a written  certification  thereof delivered to the Trustee,  are in
excess of the amount  thereof  which would then be required to be  deposited  to
effect the Defeasance or Covenant  Defeasance,  as the case may be, with respect
to such Securities.

         Section 1306 Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with this Article with  respect to any  Securities  by reason of any
order or judgment of any court or governmental authority enjoining,  restraining
or otherwise  prohibiting  such  application,  then the  obligations  under this
Indenture  and such  Securities  from which the Company has been  discharged  or
released  pursuant to Section  1302 or 1303 shall be revived and  reinstated  as
though no deposit had  occurred  pursuant to this  Article  with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article;  provided,  however,  that if the Company makes
any payment of  principal  of or any  premium or  interest on any such  Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

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


         This instrument may be executed in any number of counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall  together  constitute  but one and the same  instrument.  In  proving  the
existence  of this  Indenture it shall not be necessary to produce more than one
copy.

         In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                        SENIOR HOUSING PROPERTIES TRUST


                                        By /s/ David J. Hegarty
                                           Name: David J. Hegarty
                                           Title: President

                                        STATE STREET BANK AND TRUST COMPANY


                                        By /s/ Alison D.B. Nadeau
                                           Name: Alison D.B. Nadeau
                                           Title:  Assistant Vice President


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