<PAGE>
                                                                     Exhibit 4.1


================================================================================
                          GENERAL DYNAMICS CORPORATION,

                                 The Guarantors

                                       and

                              The Bank of New York,
                                     Trustee

                                    INDENTURE

                           Dated as of August 27, 2001

              Providing for Issuance of Senior Securities in Series
================================================================================


<PAGE>

           Table Showing Reflection in Indenture of Certain Provisions
                         of Trust Indenture Act of 1939,
              as amended by the Trust Indenture Reform Act of 1990

                   (This Table is not part of the Indenture.)

                              --------------------
                             Reflected in Indenture

<TABLE>
<CAPTION>
TIA                                                                                                    Section
--------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>
Section 310(a)(1)............................................................................................6.09
           (a)(2)............................................................................................6.09
           (a)(3)........................................................................................Not Applicable
           (a)(4)........................................................................................Not Applicable
           (a)(5)............................................................................................6.09
           (b)...............................................................................................6.08
           (c)...........................................................................................Not Applicable

Section 311(a)...............................................................................................6.13
           (b)...............................................................................................6.13; 7.03


Section 312(a)...............................................................................................7.01; 7.02
           (b)...............................................................................................7.02
           (c)...............................................................................................7.02(c)

Section 313(a)...............................................................................................7.03(a)
           (b)...............................................................................................7.03(b)
           (c)...............................................................................................7.03(b)
           (d)...............................................................................................7.03(c)

Section 314(a)(1)............................................................................................7.04
           (a)(2)............................................................................................7.04
           (a)(3)............................................................................................7.04
           (a)(4)...........................................................................................10.04
           (b)...........................................................................................Not Applicable
           (c)(1)............................................................................................1.02
           (c)(2)............................................................................................1.02
           (c)(3)........................................................................................Not Applicable
           (d)...........................................................................................Not Applicable
           (e)...............................................................................................1.02

Section 315(a)...............................................................................................6.01(a)
           (b)...............................................................................................6.02
           (c)...............................................................................................6.01(b)
           (d)...............................................................................................6.01
           (e)...............................................................................................5.14
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                     <C>
Section 316(a)(1)(A).........................................................................................5.12
           (a)(1)(B).........................................................................................5.13
           (a)(2)........................................................................................Not Applicable
           (b)...............................................................................................5.08
           (c)...............................................................................................1.04(d)

Section 317(a)(1)............................................................................................5.03
           (a)(2)............................................................................................5.04
           (b)..............................................................................................10.03

Section 318(a)...............................................................................................1.07
</TABLE>

                                       ii

<PAGE>


                                TABLE OF CONTENTS

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

         Section 1.01        Definitions..........................................................................1

         Section 1.02        Compliance Certificates and Opinions.................................................8

         Section 1.03        Form of Documents Delivered to Trustee...............................................8

         Section 1.04        Acts of Securityholders..............................................................9

         Section 1.05        Notices, etc., to Trustee and Company...............................................10

         Section 1.06        Notices to Securityholders; Waiver..................................................11

         Section 1.07        Conflict with Trust Indenture Act...................................................11

         Section 1.08        Effect of Headings and Table of Contents............................................11

         Section 1.09        Successors and Assigns..............................................................11

         Section 1.10        Separability Clause.................................................................12

         Section 1.11        Benefits of Indenture...............................................................12

         Section 1.12        Governing Law.......................................................................12

         Section 1.13        Counterparts........................................................................12

ARTICLE 2. SECURITY FORMS........................................................................................12

         Section 2.01        Forms Generally.....................................................................12

         Section 2.02        Forms of Securities.................................................................13

         Section 2.03        Form of Trustee's Certificate of Authentication.....................................13

         Section 2.04        Securities Issuable in the Form of a Global Security................................13

ARTICLE 3. THE SECURITIES........................................................................................15

         Section 3.01        General Title; General Limitations; Issuable in Series; Terms of Particular Series..15

         Section 3.02        Denominations.......................................................................17

         Section 3.03        Execution, Authentication and Delivery and Dating...................................18

         Section 3.04        Temporary Securities................................................................19

         Section 3.05        Registration, Transfer and Exchange.................................................20

         Section 3.06        Mutilated, Destroyed, Lost and Stolen Securities....................................21

         Section 3.07        Payment of Interest; Interest Rights Preserved......................................22

         Section 3.08        Persons Deemed Owners...............................................................23

         Section 3.09        Cancellation........................................................................23

         Section 3.10        Computation of Interest.............................................................23
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
         Section 3.11        Delayed Issuance of Securities......................................................23

         Section 3.12        CUSIP NUMBERS.......................................................................24

ARTICLE 4. SATISFACTION AND DISCHARGE............................................................................24

         Section 4.01        Satisfaction and Discharge of Indenture.............................................24

         Section 4.02        Application of Trust Money..........................................................25

         Section 4.03        Defeasance Upon Deposit of Funds or Government Obligations..........................26

         Section 4.04        Reinstatement.......................................................................28

ARTICLE 5. REMEDIES..............................................................................................28

         Section 5.01        Events of Default...................................................................28

         Section 5.02        Acceleration of Maturity; Rescission and Annulment..................................30

         Section 5.03        Collection of Indebtedness and Suits for Enforcement by Trustee.....................31

         Section 5.04        Trustee May File Proofs of Claim....................................................32

         Section 5.05        Trustee May Enforce Claims Without Possession of Securities.........................33

         Section 5.06        Application of Money Collected......................................................33

         Section 5.07        Limitation on Suits.................................................................33

         Section 5.08        Unconditional Right of Securityholders To Receive Principal, Premium and Interest...34

         Section 5.09        Restoration of Rights and Remedies..................................................34

         Section 5.10        Rights and Remedies Cumulative......................................................34

         Section 5.11        Delay or Omission Not Waiver........................................................34

         Section 5.12        Control by Securityholders..........................................................35

         Section 5.13        Waiver of Past Defaults.............................................................35

         Section 5.14        Undertaking for Costs...............................................................35

         Section 5.15        Waiver of Stay or Extension Laws....................................................36

ARTICLE 6. THE TRUSTEE...........................................................................................36

         Section 6.01        Certain Duties and Responsibilities.................................................36

         Section 6.02        Notice of Defaults..................................................................37

         Section 6.03        Certain Rights of Trustee...........................................................38

         Section 6.04        Not Responsible for Recitals or Issuance of Securities..............................39

         Section 6.05        May Hold Securities.................................................................39

         Section 6.06        Money Held in Trust.................................................................39

         Section 6.07        Compensation and Reimbursement......................................................40
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>                                                                                                           <C>
         Section 6.08        Disqualification; Conflicting Interests.............................................40

         Section 6.09        Corporate Trustee Required; Eligibility.............................................41

         Section 6.10        Resignation and Removal.............................................................41

         Section 6.11        Acceptance of Appointment by Successor..............................................43

         Section 6.12        Merger, Conversion, Consolidation or Succession to Business.........................43

         Section 6.13        Preferential Collection of Claims Against Company...................................44

         Section 6.14        Appointment of Authenticating Agent.................................................44

ARTICLE 7. SECURITYHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................................45

         Section 7.01        Company To Furnish Trustee Names and Addresses of Securityholders...................45

         Section 7.02        Preservation of Information; Communications to Securityholders......................46

         Section 7.03        Reports by Trustee..................................................................47

         Section 7.04        Reports by Company..................................................................47

ARTICLE 8. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.........................................................48

         Section 8.01        Consolidation, Merger, Conveyance or Transfer on Certain Terms......................48

         Section 8.02        Successor Person Substituted........................................................49

ARTICLE 9. SUPPLEMENTAL INDENTURES...............................................................................49

         Section 9.01        Supplemental Indentures Without Consent of Securityholders..........................49

         Section 9.02        Supplemental Indentures with Consent of Securityholders.............................50

         Section 9.03        Execution of Supplemental Indentures................................................51

         Section 9.04        Effect of Supplemental Indentures...................................................51

         Section 9.05        Conformity with Trust Indenture Act.................................................52

         Section 9.06        Reference in Securities to Supplemental Indentures..................................52

ARTICLE 10. COVENANTS............................................................................................52

         Section 10.01       Payment of Principal, Premium and Interest..........................................52

         Section 10.02       Maintenance of Office or Agency.....................................................52

         Section 10.03       Money for Security Payments To Be Held in Trust.....................................53

         Section 10.04       Statement as to Compliance; Notice of Default.......................................54

         Section 10.05       Legal Existence.....................................................................54

         Section 10.06       Limitation on Liens.................................................................54

         Section 10.07       Limitation on Sale and Leaseback Transactions.......................................56

         Section 10.08       Waiver of Certain Covenants.........................................................58
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>                                                                                                             <C>
         Section 10.09       Additional Covenants................................................................58

         Section 10.10       Calculation of Original Issue Discount..............................................58

ARTICLE 11. REDEMPTION OF SECURITIES.............................................................................58

         Section 11.01       Applicability of Article............................................................58

         Section 11.02       Election To Redeem; Notice to Trustee...............................................59

         Section 11.03       Selection by Trustee of Securities To Be Redeemed...................................59

         Section 11.04       Notice of Redemption................................................................60

         Section 11.05       Deposit of Redemption Price.........................................................60

         Section 11.06       Securities Payable on Redemption Date...............................................60

         Section 11.07       Securities Redeemed in Part.........................................................61

         Section 11.08       Provisions with Respect to Any Sinking Funds........................................61

ARTICLE 12. GUARANTEES...........................................................................................62

         Section 12.01       Guarantees..........................................................................62

         Section 12.02       Release of Guarantor................................................................63
</TABLE>

                                       vi

<PAGE>

            INDENTURE dated as of August 27, 2001, among GENERAL DYNAMICS
CORPORATION, a Delaware corporation (the "Company"), the Guarantors (as defined
herein) and The Bank of New York, a New York banking corporation, as Trustee
(the "Trustee").


                             RECITALS OF THE COMPANY


            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its debentures, notes, bonds or other
evidences of indebtedness, to be issued in one or more fully registered series.

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


                            AGREEMENTS OF THE PARTIES


            To set forth or to provide for the establishment of the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Securities
by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate benefit of all Holders of the Securities or of a series
thereof, as the case may be:

                                   ARTICLE 1.
                      DEFINITIONS AND OTHER PROVISIONS OF
                              GENERAL APPLICATION

SECTION 1.01    DEFINITIONS.

            For all purposes of this Indenture and of any indenture supplemental
hereto, except as otherwise expressly provided or unless the context otherwise
requires:


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

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

                (3) all accounting terms not otherwise defined herein have the
        meanings assigned to them in accordance with GAAP 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 and any
        accounting rules or interpretations promulgated by the Commission as are
        generally accepted in the United States of America at the date of this
        Indenture; and

<PAGE>

                (4) all references in this instrument to designated "Articles",
        "Sections" and other subdivisions are to the designated Articles,
        Sections and other subdivisions of this instrument as executed. 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 Securityholder, has the meaning
specified in Section 1.04.

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

            "Attributable Debt" means, as to any particular lease under which
any Person is at the time liable, at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining term thereof (excluding any
subsequent renewal or other extension options held by the lessee), discounted
from the respective due dates thereof to such date at the rate of 15% per annum,
compounded monthly. The net amount of rent required to be paid under any such
lease for any such period shall be the aggregate amount of the rent payable by
the lessee with respect to such period after excluding amounts required to be
paid on account of maintenance and repairs, services, insurance, taxes,
assessments, water rates and similar charges and contingent rents (such as those
based on sales). In the case of any lease which is terminable by the lessee upon
the payment of a penalty in an amount which is less than the total discounted
net amount of rent required to be paid from the later of the first date upon
which such lease may be so terminated or the date of the determination of such
net amount of rent, as the case may be, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

            "Authenticating Agent" means any Person authorized by the Company to
authenticate Securities under Section 6.14.

            "Board of Directors" means (i) the board of directors of the
Company, (ii) any duly authorized committee of such board, (iii) any committee
of officers of the Company or (iv) any officer of the Company acting, in the
case of (iii) or (iv), pursuant to authority granted by the board of directors
of the Company or any committee of such 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 of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "Business Day" means, with respect to any series of Securities,
unless otherwise specified in a Board Resolution and an Officer's Certificate
with respect to a particular series of Securities, each day which is not a
Saturday, Sunday or other day on which banking institutions



                                       2
<PAGE>

in the pertinent Place or Places of Payment or the city in which the Corporate
Trust Office is located are authorized or required by law or executive order to
be closed.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, 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 shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor.

            "Company Request" and "Company Order" mean a written request or
order, respectively, signed in the name of the Company by its Chairman of the
Board, Chief Executive Officer, Chief Financial Officer or a Vice President, and
by its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller,
Secretary or an Assistant Secretary, and delivered to the Trustee.

            "Consolidated Assets" means the total assets of the Company and its
Subsidiaries calculated on a consolidated basis in accordance with GAAP.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 21W, New York, New York 10286.

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

            "Depository" means, unless otherwise specified by the Company
pursuant to either Section 2.04 or 3.01, with respect to Securities of any
series issuable or issued as a Global Security, The Depository Trust Company,
New York, New York, or any successor thereto registered as a clearing agency
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation.

            "Discharged" has the meaning specified in Section 4.03.

            "Event of Default" has the meaning specified in Article 5.

            "Federal Bankruptcy Act" has the meaning specified in Section
5.01(5).

            "GAAP" means generally accepted accounting principles as such
principles are in effect as of the date of this Indenture.

            "Global Security", when used with respect to any series of
Securities issued hereunder, means a Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depository or pursuant to
the Depository's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depository or its
nominee and which shall represent, and shall be denominated in an amount equal
to the



                                       3
<PAGE>

aggregate principal amount of, all of the Outstanding Securities of such series
or any portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest.

            "Guarantee" means each guarantee specified in Section 12.01.

            "Guarantors" means the entities set forth on Exhibit A attached
hereto, as amended from time to time, in accordance with this Indenture.

            "Holder", when used with respect to any Security, means a
Securityholder.

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

            "Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.

            "Lien" means, with respect to any asset, any lien, mortgage, deed of
trust, pledge, security interest, charge or encumbrance of any kind (including
any conditional sale or other title retention agreement, any lease in the nature
thereof and any agreement to give any security interest).

            "Material Subsidiary" means, as of any date of determination, a
Subsidiary of the Company whose assets exceed ten percent (10%) of the Company's
Consolidated Assets as of the date of such determination. However, the Board of
Directors of the Company may declare any Subsidiary of the Company to be a
Material Subsidiary.

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

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the Chief Executive Officer, Chief Financial Officer or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company or
any Guarantor, as applicable, and delivered to the Trustee. Wherever this
Indenture requires that an Officers' Certificate be signed also by an engineer
or an accountant or other expert, such engineer, accountant or other expert
(except as otherwise expressly provided in this Indenture) may be in the employ
of the Company or such Guarantor.

            "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company, which is delivered to the Trustee. Such counsel shall
be acceptable to the Trustee, whose acceptance shall not be unreasonably
withheld.


                                       4
<PAGE>

            "Original Issue Discount Security" means (i) 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, and (ii) any
other security which is issued with "original issue discount" within the meaning
of Section 1273(a) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

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

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

            (ii) such Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent in trust 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; and

            (iii) such Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture, or
which shall have been paid, pursuant to the terms of Section 3.06 (except with
respect to any such Security as to which proof satisfactory to the Trustee is
presented that such Security is held by a Person in whose hands such Security is
a legal, valid and binding obligation of the Company).

            In determining whether the Holders of the requisite principal amount
of such Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the date
of the taking of such action upon a declaration of acceleration of the Maturity
thereof, and (ii) 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. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer assigned to the corporate trust department of the Trustee actually knows
to be owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor 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 to act as owner 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 such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Company initially authorizes the Trustee to act as Paying Agent
for the Securities on its behalf. Without prior notice to the Securityholders,
the Company may at any time and from time to time



                                       5
<PAGE>

authorize one or more Persons (including the Company) to act as Paying Agent in
addition to or in place of the Trustee with respect to any series of Securities
issued under this Indenture.

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

            "Place of Payment" means with respect to any series of Securities
issued hereunder the city or political subdivision so designated with respect to
the series of Securities in question in accordance with the provisions of
Section 3.01.

            "Predecessor Securities" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

            "Principal Property" means any manufacturing plant or warehouse,
together with the land upon which it is erected and fixtures comprising a part
thereof, owned by the Company or any Material Subsidiary and located in the
United States, the gross book value of which on the date as of which the
determination is being made is an amount which exceeds 2% of Consolidated
Assets, but not including any property financed through the issuance of any tax
exempt governmental obligation, or any such manufacturing plant or warehouse or
any portion thereof or any such fixture (together with the land upon which it is
erected and fixtures comprising a part thereof) which, in the opinion of the
Board of Directors, is not of material importance to the total business
conducted by the Company and its Subsidiaries, considered as a single
enterprise.

            "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 specified in the Security at which it is to be
redeemed pursuant to this Indenture.

            "Regular Record Date" for the interest payable on any Security on
any Interest Payment Date means the date specified in such Security as the
Regular Record Date.

            "Repayment Date", when used with respect to any Security to be
repaid, means the date fixed for such repayment pursuant to such Security.

            "Repayment Price", when used with respect to any Security to be
repaid, means the price at which it is to be repaid pursuant to such Security.

            "Responsible Officer", when used with respect to the Trustee, means
any officer of the Trustee with direct responsibility for the administration of
this Indenture 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.


                                       6
<PAGE>

            "Sale and Leaseback Transaction" shall have the meaning specified in
Section 10.07.

            "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, of any series authenticated and delivered from time to time under this
Indenture.

            "Security Register" shall have the meaning specified in Section
3.05.

            "Security Registrar" means the Person who keeps the Security
Register specified in Section 3.05. The Company initially appoints the Trustee
to act as Security Registrar for the Securities on its behalf. The Company may
at any time and from time to time authorize any Person to act as Security
Registrar in place of the Trustee with respect to any series of Securities
issued under this Indenture.

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

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

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

            "Subsidiary" means, with respect to any Person, any corporation more
than 50% of the Voting Stock of which is owned directly or indirectly by such
Person, and any partnership, association, joint venture or other entity in which
such Person owns more than 50% of the equity interests or has the power to elect
a majority of the board of directors or other governing body.

            "Tranche" has the meaning specified in Section 11.03.

            "Trust Indenture Act" or "TIA" 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" or "TIA" means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.

            "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 and include each Person who is then a Trustee hereunder. 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.


                                       7
<PAGE>

            "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", including,
without limitation, an assistant vice president.

            "Voting Stock", as applied to the stock of any corporation, means
stock of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation other than stock having
such power only by reason of the happening of a contingency.

SECTION 1.02    COMPLIANCE CERTIFICATES AND OPINIONS.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any (including any covenants compliance with which constitutes a condition
precedent), provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any (including any covenants
compliance with which constitutes a condition precedent), have been complied
with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
statements of compliance provided pursuant to Section 10.04) shall include:

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

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

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

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

SECTION 1.03    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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



                                       8
<PAGE>

and one or more other such Persons may certify or give an opinion as to the
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 1.04    ACTS OF SECURITYHOLDERS.

                (a) Any request, demand, authorization, direction, notice,
        consent, waiver or other action provided by this Indenture to be given
        or taken by Securityholders or Securityholders of any series may be
        embodied in and evidenced by one or more instruments of substantially
        similar tenor signed by such Securityholders in person or by an agent
        duly appointed in writing or may be embodied in or evidenced by an
        electronic transmission which identifies the documents containing the
        proposal on which such consent is requested and certifies such
        Securityholders' consent thereto and agreement to be bound thereby; 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. If
        any Securities are Original Issue Discount Securities, then for the
        purposes of determining whether the Holders of the requisite principal
        amount of Securities have taken any action as herein described, the
        principal amount of such Original Issue Discount Securities shall be
        deemed to be the amount of the principal thereof that would be due and
        payable upon a declaration of acceleration of the Maturity thereof as of
        the date the taking of such action by the Holders of such requisite
        principal amount is evidenced to the Trustee as provided in the first
        sentence of this Section 1.04(a). Such instrument or instruments (and
        the action embodied therein and evidenced thereby) are herein sometimes
        referred to as the "Act" of the Securityholders signing such instrument
        or instruments. Proof of execution of any such instrument or of a
        writing appointing any such agent shall be sufficient for any purpose of
        this Indenture and (subject to Section 6.01) conclusive in favor of the
        Trustee and the Company, if made in the manner provided in this Section.

                (b) The fact and date of the execution by any Person of any such
        instrument or writing may be proved by the affidavit of a witness to
        such execution or by the certificate of any notary public or other
        officer authorized by law to take acknowledgments of deeds, certifying
        that the individual signing such instrument or



                                       9
<PAGE>

        writing acknowledged to him the execution thereof. Where such execution
        is by an officer of a corporation or a member of a partnership, on
        behalf of such corporation or partnership, such certificate or affidavit
        shall also constitute sufficient proof of his authority. The fact and
        date of the execution of any such instrument or writing, or the
        authority of the person executing the same, may also be proved in any
        other manner which the Trustee deems sufficient.

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

                (d) If the Company shall solicit from the Holders any request,
        demand, authorization, direction, notice, consent, waiver or other
        action, the Company may, at its option, by Board Resolution, fix in
        advance a record date for the determination of Holders entitled to give
        such request, demand, authorization, direction, notice, consent, waiver
        or other action, but the Company shall have no obligation to do so. Such
        record date shall be the later of 10 days prior to the first
        solicitation of such action or the date of the most recent list of
        Holders furnished to the Trustee pursuant to Section 7.01. If such a
        record date is fixed, such request, demand, authorization, direction,
        notice, consent, waiver or other action may be given before or after the
        record date, but only the Holders of record at the close of business on
        the record date shall be deemed to be Holders for the purposes of
        determining whether Holders of the requisite proportion of Securities
        outstanding have authorized or agreed or consented to such request,
        demand, authorization, direction, notice, consent, waiver or other
        action, and for that purpose the Securities outstanding shall be
        computed as of the record date; provided that no such authorization,
        agreement or consent by the Holders on the record date shall be deemed
        effective unless it shall become effective pursuant to the provisions of
        this Indenture not later than six months after the record date, and that
        no such authorization, agreement or consent may be amended, withdrawn or
        revoked once given by a Holder, unless the Company shall provide for
        such amendment, withdrawal or revocation in conjunction with such
        solicitation of authorizations, agreements or consents or unless and to
        the extent required by applicable law.

                (e) Any request, demand, authorization, direction, notice,
        consent, waiver or other action by the Holder of any Security shall bind
        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 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.

SECTION 1.05    NOTICES, ETC., TO TRUSTEE AND COMPANY.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Securityholders 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 Securityholder or by the Company shall be
        sufficient for every purpose hereunder if made, given, furnished or
        filed in writing to or



                                       10
<PAGE>

        with the Trustee at its Corporate Trust Office, Attention: Corporate
        Trust Administration; or

                (2) the Company by the Trustee or by any Securityholder shall be
        sufficient for every purpose hereunder (except as provided in Section
        5.01(4) or, in the case of a request for repayment, as specified in the
        Security carrying the right to repayment) if in writing and mailed,
        first-class postage prepaid, to the Company addressed to it at 3190
        Fairview Park Drive, Falls Church, Virginia 22042, Attention: Treasurer,
        or at any other address previously furnished in writing to the Trustee
        by the Company.

SECTION 1.06    NOTICES TO SECURITYHOLDERS; WAIVER.

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

            In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

SECTION 1.07    CONFLICT WITH TRUST INDENTURE ACT.

            If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of, any of
Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties
or incorporated provision shall control.

SECTION 1.08    EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.09    SUCCESSORS AND ASSIGNS.

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



                                       11
<PAGE>

provided; however, that successors and assigns of any Guarantor shall not be so
bound to the extent such Guarantor has been released from its Guarantee pursuant
to the terms of this Indenture.

SECTION 1.10    SEPARABILITY CLAUSE.

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

SECTION 1.11    BENEFITS OF INDENTURE.

            Nothing in this Indenture or in any Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and
the Holders of Securities (or such of them as may be affected thereby), any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12    GOVERNING LAW.

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

SECTION 1.13    COUNTERPARTS.

            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.

                                   ARTICLE 2.
                                 SECURITY FORMS

SECTION 2.01    FORMS GENERALLY.

            The Securities shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may be required to comply
with the rules of any securities exchange, or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. Any portion of the text of any Security may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security.

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods 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



                                       12
<PAGE>

execution of such Securities, subject, with respect to the Securities of any
series, to the rules of any securities exchange on which such Securities are
listed.

SECTION 2.02    FORMS OF SECURITIES.

            Each Security shall be in one of the forms approved from time to
time by or pursuant to a Board Resolution, or established in one or more
indentures supplemental hereto. Prior to the delivery of a Security to the
Trustee for authentication in any form approved by or pursuant to a Board
Resolution, the Company shall deliver to the Trustee the Board Resolution by or
pursuant to which such form of Security has been approved, which Board
Resolution shall have attached thereto a true and correct copy of the form of
Security which has been approved thereby or, if a Board Resolution authorizes a
specific officer or officers to approve a form of Security, a certificate of
such officer or officers approving the form of Security attached thereto. Any
form of Security approved by or pursuant to a Board Resolution must be
acceptable as to form to the Trustee, such acceptance to be evidenced by the
Trustee's authentication of Securities in that form or a certificate signed by a
Responsible Officer of the Trustee and delivered to the Company.

SECTION 2.03      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

            The form of the Trustee's Certificate of Authentication for any
Security issued pursuant to this Indenture shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    THE BANK OF NEW YORK, as Trustee

                                    By:
                                        _____________________________
                                          Authorized Signatory

SECTION 2.04    SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.

                (a) If the Company shall establish pursuant to Sections 2.02 and
        3.01 that the Securities of a particular series are to be issued in
        whole or in part in the form of one or more Global Securities, then the
        Company shall execute and the Trustee or its agent shall, in accordance
        with Section 3.03 and the Company Order delivered to the Trustee or its
        agent thereunder, authenticate and deliver, such Global Security or
        Securities, which (i) shall represent, and shall be denominated in an
        amount equal to the aggregate principal amount of, the Outstanding
        Securities of such series to be represented by such Global Security or
        Securities, or such portion thereof as the Company shall specify in a
        Company Order, (ii) shall be registered in the name of the Depository
        for such Global Security or Securities or its nominee, (iii) shall be
        delivered by the Trustee or its agent to the Depository or pursuant to
        the Depository's instruction and (iv) shall bear a legend substantially
        to the following effect: "Unless this certificate is presented by an
        authorized representative of the Depository to Issuer or its agent for
        registration of


                                       13
<PAGE>

        transfer, exchange, or payment, and any certificate issued is registered
        in the name of the nominee of the Depository or in such other name as is
        requested by an authorized representative of the Depository (and any
        payment is made to the nominee of the Depository or to such other entity
        as is requested by an authorized representative of the Depository), ANY
        TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
        ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the
        nominee of the Depository, has an interest herein."

                (b) Notwithstanding any other provision of this Section 2.04 or
        of Section 3.05, and subject to the provisions of paragraph (c) below,
        unless the terms of a Global Security expressly permit such Global
        Security to be exchanged in whole or in part for individual Securities,
        a Global Security may be transferred, in whole but not in part and in
        the manner provided in Section 3.05, only to a nominee of the Depository
        for such Global Security, or to the Depository, or a successor
        Depository for such Global Security selected or approved by the Company,
        or to a nominee of such successor Depository.

                (c) (i) If at any time the Depository for a Global Security
        notifies the Company that it is unwilling or unable to continue as
        Depository for such Global Security or if at any time the Depository for
        the Securities for such series shall no longer be eligible or in good
        standing under the Securities Exchange Act of 1934, as amended, or other
        applicable statute or regulation, the Company shall appoint a successor
        Depository with respect to such Global Security. If a successor
        Depository for such Global Security is not appointed by the Company
        within 90 days after the Company receives such notice or becomes aware
        of such ineligibility, the Company will execute, and the Trustee or its
        agent, upon receipt of a Company Request for the authentication and
        delivery of individual Securities of such series in exchange for such
        Global Security, will authenticate and deliver, individual Securities of
        such series of like tenor and terms in an aggregate principal amount
        equal to the principal amount of the Global Security in exchange for
        such Global Security.

                    (ii) The Company may at any time and in its sole
            discretion determine that the Securities of any series or portion
            thereof issued or issuable in the form of one or more Global
            Securities shall no longer be represented by such Global Security or
            Securities. In such event the Company will execute, and the Trustee,
            upon receipt of a Company Request for the authentication and
            delivery of individual Securities of such series in exchange in
            whole or in part for such Global Security, will authenticate and
            deliver individual Securities of such series of like tenor and terms
            in definitive form in an aggregate principal amount equal to the
            principal amount of such Global Security or Securities representing
            such series or portion thereof in exchange for such Global Security
            or Securities.

                    (iii) If specified by the Company pursuant to Sections 2.02
            and 3.02 with respect to Securities issued or issuable in the form
            of a Global Security, the Depository for such Global Security may
            surrender such Global Security in exchange in whole or in part for
            individual Securities of such series of like tenor and terms in
            definitive form on such terms as are acceptable to the Company and



                                       14
<PAGE>

            such Depository. Thereupon the Company shall execute, and the
            Trustee or its agent shall authenticate and deliver, without service
            charge, (1) to each Person specified by such Depository a new
            Security or Securities of the same series of like tenor and terms
            and of any authorized denomination as requested by such Person in
            aggregate principal amount equal to and in exchange for such
            Person's beneficial interest as specified by such Depository in the
            Global Security; and (2) to such Depository a new Global Security of
            like tenor and terms and in an authorized denomination equal to the
            difference, if any, between the principal amount of the surrendered
            Global Security and the aggregate principal amount of Securities
            delivered to Holders thereof.

                    (iv) In any exchange provided for in any of the preceding
            three paragraphs, the Company will execute and the Trustee or its
            agent will authenticate and deliver individual Securities in
            definitive registered form in authorized denominations. Upon the
            exchange of the entire principal amount of a Global Security for
            individual Securities, such Global Security shall be canceled by the
            Trustee or its agent. Except as provided in the preceding paragraph,
            Securities issued in exchange for a Global Security pursuant to this
            Section shall be registered in such names and in such authorized
            denominations as the Depository for such Global Security, pursuant
            to instructions from its direct or indirect participants or
            otherwise, shall instruct the Trustee or the Security Registrar. The
            Trustee or the Security Registrar shall deliver at its Corporate
            Trust Office such Securities to the Persons in whose names such
            Securities are so registered.

                                   ARTICLE 3.
                                 THE SECURITIES

SECTION 3.01    GENERAL TITLE; GENERAL LIMITATIONS; ISSUABLE IN SERIES;
                TERMS OF PARTICULAR SERIES.

            The aggregate principal amount of Securities which may be
authenticated and delivered and Outstanding under this Indenture is not limited.

            The Securities may be issued in one or more series as from time to
time may be authorized by the Board of Directors. There shall be established in
or pursuant to a Board Resolution or in a supplemental indenture, subject to
Section 3.11, prior to the issuance of Securities of any such series:

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

                (2) the Person to whom any interest on a Security of such 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;


                                       15
<PAGE>

                (3) the date or dates on which the principal of the Securities
        of such series is payable;

                (4) the public offering price of such Securities;

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

                (6) the index used to determine any payments to be made on the
        Securities;

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

                (8) the period or periods within which, the Redemption Price or
        Prices or the Repayment Price or Prices, as the case may be, at which,
        and the terms and conditions upon which, Securities of such series may
        be redeemed or repaid, as the case may be, in whole or in part, at the
        option of the Company or the Holder;

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

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

                (11) any limit upon the aggregate principal amount of the
        Securities of such 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 such series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
        11.07 and except for any Securities which, pursuant to Section 3.03, are
        deemed never to have been authenticated and delivered hereunder);

                (12) provisions, if any, with regard to the exchange of
        Securities of such series, at the option of the Holders thereof, for
        other Securities of the same series or the same aggregate principal
        amount or of a different authorized series or different authorized
        denomination or denominations, or both;

                (13) provisions, if any, with regard to the appointment by the
        Company of an Authenticating Agent in one or more places other than the
        location of the office of the Trustee with power to act on behalf of the
        Trustee and subject to its direction in the authentication and delivery
        of the Securities of any one or more series in connection with such
        transactions as shall be specified in the provisions of this Indenture
        or in or pursuant to such Board Resolution or supplemental indenture;


                                       16
<PAGE>

                (14) the portion of the principal amount of Securities of the
        series, if other than the principal amount thereof, which shall be
        payable upon declaration of acceleration of the Maturity thereof
        pursuant to Section 5.02 or provable in bankruptcy pursuant to Section
        5.04;

                (15) any Event of Default with respect to the Securities of such
        series, if not set forth herein, and any additions, deletions or other
        changes to the Events of Default set forth herein that shall be
        applicable to the Securities of such series;

                (16) any covenant solely for the benefit of the Securities of
        such series and any additions, deletions or other changes to the
        provisions of Article 10 or Section 1.01 or any definitions relating to
        such Article that would otherwise be applicable to the Securities of
        such series;

                (17) if Section 4.03 of this Indenture shall not be applicable
        to the Securities of such series and if Section 4.03 shall be applicable
        to any covenant or Event of Default established in or pursuant to a
        Board Resolution or in a supplemental indenture as described above that
        has not already been established herein;

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

                (19) any other terms of such series;

all upon such terms as may be determined in or pursuant to such Board Resolution
or supplemental indenture with respect to such series.

            The form of the Securities of each series shall be established
pursuant to the provisions of this Indenture in or pursuant to the Board
Resolution or in the supplemental indenture creating such series. The Securities
of each series shall be distinguished from the Securities of each other series
in such manner, reasonably satisfactory to the Trustee, as the Board of
Directors may determine.

            Unless otherwise provided with respect to Securities of a particular
series, the Securities of any series may only be issuable in registered form,
without coupons.

            Any terms or provisions in respect of the Securities of any series
issued under this Indenture may be determined pursuant to this Section by
providing for the method by which such terms or provisions shall be determined.

SECTION 3.02    DENOMINATIONS.

            The Securities of each series shall be issuable in such
denominations and currency as shall be provided in the provisions of this
Indenture or in or pursuant to the Board Resolution or the supplemental
indenture creating such series. In the absence of any such provisions with


                                       17
<PAGE>

respect to the Securities of any series, the Securities of that series shall be
issuable only in fully registered form in denominations of $1,000 and any
integral multiple thereof.

SECTION 3.03    EXECUTION, AUTHENTICATION AND DELIVERY AND DATING.

            The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer,
one of its Vice Presidents or its Treasurer under its corporate seal reproduced
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers or secretaries 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 executed by the Company to
the Trustee for authentication; and the Trustee shall, upon Company Order,
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

            Prior to any such authentication and delivery, and unless otherwise
provided for or required under any supplemental indenture, the Trustee shall be
entitled to receive, in addition to any Officers' Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 1.02, and
the Board Resolution and any certificate relating to the issuance of the series
of Securities required to be furnished pursuant to Section 2.02, an Opinion of
Counsel stating that:

                (1) all instruments furnished to the Trustee conform to the
        requirements of the Indenture and constitute sufficient authority
        hereunder for the Trustee to authenticate and deliver such Securities;

                (2) the form and terms of such Securities have been established
        in conformity with the provisions of this Indenture;

                (3) all laws and requirements with respect to the execution and
        delivery by the Company of such Securities have been complied with, the
        Company has the corporate power to issue such Securities and such
        Securities have been duly authorized and delivered by the Company and,
        assuming due authentication and delivery by the Trustee, constitute
        legal, valid and binding obligations of the Company enforceable in
        accordance with their terms (subject, as to enforcement of remedies, to
        applicable bankruptcy, reorganization, insolvency, moratorium or other
        laws and legal principles affecting creditors' rights generally from
        time to time in effect and to general equitable principles, whether
        applied in an action at law or in equity) and entitled to the benefits
        of this Indenture, equally and ratably with all other Securities, if
        any, of such series Outstanding;

                (4) the Indenture is qualified under the Trust Indenture Act;
        and


                                       18
<PAGE>


                (5) such other matters as the Trustee may reasonably
        request;and, if the authentication and delivery relates to a new series
        of Securities created by an indenture supplemental hereto, also stating
        that all laws and requirements with respect to the form and execution by
        the Company of the supplemental indenture with respect to that series of
        Securities have been complied with, the Company has corporate power to
        execute and deliver any such supplemental indenture and has taken all
        necessary corporate action for those purposes and any such supplemental
        indenture has been executed and delivered by the Company and, assuming
        due execution and delivery by the Trustee, constitutes the legal, valid
        and binding obligation of the Company enforceable in accordance with its
        terms (subject, as to enforcement of remedies, to applicable bankruptcy,
        reorganization, insolvency, moratorium or other laws and legal
        principles affecting creditors' rights generally from time to time in
        effect and to general equitable principles, whether applied in an action
        at law or in equity).

            The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture.

            Unless otherwise provided in the form of Security for any series,
all Securities shall be dated the date of their 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 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 3.04    TEMPORARY SECURITIES.

            Pending the preparation of definitive Securities of any series, the
Company may execute, and, upon receipt of the documents required by Section
3.03, together with a 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 such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, 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

                                       19
<PAGE>

agency of the Company in a Place of Payment, without charge to the Holder; and
upon surrender for cancellation of any one or more temporary Securities the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series of
authorized denominations and of like tenor and terms. Until so exchanged the
temporary Securities of such series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

SECTION 3.05    REGISTRATION, TRANSFER AND EXCHANGE.

            The Company shall keep or cause to be kept a register or registers
(herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities, or of Securities of a particular series, and of
transfers of Securities or of Securities of such series. Any such register shall
be in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the information contained
in such register or registers shall be available for inspection by the Trustee
at the office or agency to be maintained by the Company as provided in Section
10.02. There shall be only one Security Register per series of Securities.

            Subject to Section 2.04, upon surrender for registration of transfer
of any Security of any series at the office or agency of the Company maintained
for such purpose in a Place of Payment, 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 such series of any authorized
denominations, of a like aggregate principal amount and Stated Maturity and of
like tenor and terms.

            Subject to Section 2.04, at the option of the Holder, Securities of
any series may be exchanged for other Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder 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 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 Trustee, duly executed by the Holder thereof
or his attorney duly authorized in writing.

            Unless otherwise provided in the Security to be registered for
transfer or exchange, no service charge shall be made on any Securityholder for
any registration of transfer or exchange of Securities, but the Company may
(unless otherwise provided in such Security) require payment of a sum sufficient
to cover any tax or other governmental charge that may be



                                       20
<PAGE>

imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not
involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series selected for redemption under Section
11.03 and ending at the close of business on the date of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part.

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

SECTION 3.06    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

            If (i) any mutilated Security is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such Security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of like tenor, series, Stated
Maturity and principal amount, 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 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 the same 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.

                                       21
<PAGE>

SECTION 3.07    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

            Unless otherwise provided with respect to such Security pursuant to
Section 3.01, 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 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 registered
Holder on the relevant Regular Record Date by virtue of his having been such
Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or
Clause (2) below:

                (1) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names any such Securities (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 such Security 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 nor less than 10 days prior to the date of the proposed payment and
        not less than 10 days after the receipt by the Trustee of the notice of
        the proposed payment. The Trustee shall promptly notify the Company of
        such Special Record Date and, in the name and at the expense of the
        Company, shall cause notice of the proposed payment of such Defaulted
        Interest and the Special Record Date therefor to be mailed, first class
        postage prepaid, to the Holder of each such Security at his address as
        it appears in the Security Register, not less than 10 days prior to such
        Special Record Date. Notice of the proposed payment of such Defaulted
        Interest and the Special Record Date therefor having been mailed as
        aforesaid, such Defaulted Interest shall be paid to the Persons in whose
        names such Securities (or their respective Predecessor Securities) are
        registered on such Special Record Date and shall no longer be payable
        pursuant to the following Clause (2).

                (2) The Company may make payment of any Defaulted Interest 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.

                                       22
<PAGE>

            If any installment of interest, the Stated Maturity of which is on
or prior to the Redemption Date for any Security called for redemption pursuant
to Article 11, is not paid or duly provided for on or prior to the Redemption
Date in accordance with the foregoing provisions of this Section, such interest
shall be payable as part of the Redemption Price of such Securities.

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

SECTION 3.08    PERSONS DEEMED OWNERS.

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

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

SECTION 3.09    CANCELLATION.

            All Securities surrendered for payment, conversion, redemption,
registration of transfer, exchange or credit against a sinking fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and, if not already canceled, shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Security shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. The Trustee shall dispose of all canceled
Securities in accordance with its standard procedures.

SECTION 3.10    COMPUTATION OF INTEREST.

            Unless otherwise provided as contemplated in Section 3.01, interest
on the Securities shall be calculated on the basis of a 360-day year of twelve
30-day months.

SECTION 3.11    DELAYED ISSUANCE OF SECURITIES.

            Notwithstanding any contrary provision herein, if all Securities of
a series are not to be originally issued at one time, it shall not be necessary
for the Company to deliver to the Trustee an Officers' Certificate, Board
Resolution, supplemental indenture, Opinion of Counsel or Company Order
otherwise required pursuant to Sections 1.02, 2.02, 3.01 and 3.03 at or prior



                                       23
<PAGE>

to the time of authentication of each Security of such series if such documents
are delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first Security of such series to be issued; provided
that any subsequent request by the Company to the Trustee to authenticate
Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that as of the date of such request,
the statements made in the Officers' Certificate or other certificates delivered
pursuant to Sections 1.02 and 2.02 shall be true and correct as if made on such
date.

            A Company Order, Officers' Certificate or Board Resolution or
supplemental indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
which are the subject thereof will be authenticated and delivered by the Trustee
or its agent on original issue from time to time in the aggregate principal
amount, if any, established for such series pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by Company Order
upon the telephonic, electronic or written order of Persons designated in such
Company Order, Officers' Certificate, supplemental indenture or Board Resolution
(any such telephonic or electronic instructions to be promptly confirmed in
writing by such Persons) and that such Persons are authorized to determine,
consistent with such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution, such terms and conditions of said Securities as
are specified in such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution.

SECTION 3.12    CUSIP NUMBERS.

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

                                   ARTICLE 4.
                           SATISFACTION AND DISCHARGE

SECTION 4.01    SATISFACTION AND DISCHARGE OF INDENTURE.

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

                (1) either

                                       24
<PAGE>

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

                (B) all such Securities of that series not theretofore delivered
        to the Trustee canceled or for cancellation:

                (i) have become due and payable, or

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture with respect to
any series of Securities, the obligations of the Company to the Trustee with
respect to that series under Section 6.07 shall survive and the obligations of
the Company and the Trustee under Sections 3.05, 3.06, 4.02, 10.02 and 10.03
shall survive.

SECTION 4.02    APPLICATION OF TRUST MONEY.

            Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Section 4.01 or Section 4.03
shall be held in trust and applied by it, in accordance with the provisions of
the series of Securities in respect of which it was deposited and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment



                                       25
<PAGE>

such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.

            Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or securities deposited with and held by it as provided in Section 4.03 and this
Section 4.02 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent satisfaction and discharge
or covenant defeasance, provided that the Trustee shall not be required to
liquidate any securities in order to comply with the provisions of this
paragraph.

SECTION 4.03    DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT OBLIGATIONS.

            Unless pursuant to Section 3.01 provision is made that this Section
shall not be applicable to the Securities of any series, at the Company's
option, either (a) the Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to any series of Securities
after the applicable conditions set forth below have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 10.04, 10.06 and 10.07 and Article
8 (and any other Sections or covenants applicable to such Securities that are
determined pursuant to Section 3.01 to be subject to this provision), and clause
(4) of Section 5.01 of this Indenture (and any other Events of Default
applicable to such Securities that are determined pursuant to Section 3.01 to be
subject to this provision) shall be deemed not to be an Event of Default, with
respect to any series of Securities at any time after the applicable conditions
set forth below have been satisfied:

                (1) the Company shall have deposited or caused to be deposited
        irrevocably with the Trustee as trust funds in trust, specifically
        pledged as security for, and dedicated solely to the benefit of the
        Holders of the Securities of such series, money or the equivalent in
        securities of the United States government or government agencies backed
        by the full faith and credit of the United States government, or a
        combination thereof, which through the payment of interest thereon and
        principal thereof in accordance with their terms will provide funds in
        an amount sufficient, in the opinion of a nationally recognized firm of
        independent public accountants expressed in a written certification
        thereof, to pay and discharge each installment of principal (including
        mandatory sinking fund payments) and any premium of, interest on and any
        repurchase or redemption obligations with respect to the outstanding
        Securities of such series on the dates such installments of interest or
        principal or repurchase or redemption obligations are due (before such a
        deposit, if the Securities of such series are then redeemable or may be
        redeemed in the future pursuant to the terms thereof, in either case at
        the option of the Company, the Company may give to the Trustee, in
        accordance with Section 11.02, a notice of its election to redeem all of
        the Securities of such series at a future date in accordance with
        Article 11);

                (2) no Event of Default or event (including such deposit) which
        with notice or lapse of time would become an Event of Default with
        respect to the Securities of such series shall have occurred and be
        continuing on the date of such deposit;

                                       26
<PAGE>

                (3) the Company shall have delivered to the Trustee (A) an
        Opinion of Counsel to the effect that Holders of the Securities of such
        series will not recognize income, gain or loss for federal income tax
        purposes as a result of the Company's exercise of its option under this
        Section 4.03 and will be subject to federal income tax on the same
        amount and in the same manner and at the same times as would have been
        the case if such option had not been exercised, and, in the case of
        Securities being Discharged, accompanied by a ruling to that effect from
        the Internal Revenue Service, unless, as set forth in such Opinion of
        Counsel, there has been a change in the applicable federal income tax
        law such that a ruling from the Internal Revenue Service is no longer
        required and (B) an Opinion of Counsel, subject to such qualifications,
        exceptions, assumptions and limitations as are reasonably deemed
        necessary by such counsel and are reasonably satisfactory to counsel for
        the Trustee, to the effect that the trust resulting from the deposit
        referred to in paragraph (1) above does not violate the Investment
        Company Act of 1940, as amended;

                (4) the Company shall have delivered to the Trustee an Officers'
        Certificate stating that the deposit referred to in paragraph (1) above
        was not made by the Company with the intent of preferring the Holders
        over other creditors of the Company or with the intent of defeating,
        hindering, delaying or defrauding creditors of the Company or others;
        and

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

If the Company, at its option, with respect to a series of Securities, satisfies
the applicable conditions pursuant to either clause (a) or (b) of the first
sentence of this Section, then (x) in the event the Company satisfies the
conditions to clause (a) and elects clause (a) to be applicable, each Guarantor
shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, its respective guarantee of the Securities of such
series and to have satisfied all the obligations under this Indenture relating
to the Securities of such series and (y) in either case, each Guarantor shall
cease to be under any obligation to guarantee the Company's performance of its
obligation to comply with any term, provision or limitation set forth in
Sections 10.04, 10.06, and 10.07 and Article 8 (and any other covenants
applicable to such Securities that are determined pursuant to Section 3.01 to be
subject to this provision), and clause (4) of Section 5.01 (and any other Events
of Default applicable to such series of Securities that are determined pursuant
to Section 3.01 to be subject to this provision) shall be deemed not to be an
Event of Default with respect to such series of Securities at any time
thereafter.

            "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, on receipt
of a Company Request and at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of
Securities to receive, from the trust fund described in clause (1) above,
payment of the principal and any premium of and any interest on such Securities
when such payments are



                                       27
<PAGE>

due; (B) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03; (C) the Company's right of
redemption, if any, with respect to any Securities of such series pursuant to
Article 11, in which case the Company may redeem the Securities of such series
in accordance with Article 11 by complying with such Article and depositing with
the Trustee, in accordance with Section 11.05, an amount of money sufficient,
together with all amounts held in trust pursuant to Section 4.02 with respect to
Securities of such series, to pay the Redemption Price of all the Securities of
such series to be redeemed; and (D) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

SECTION 4.04    REINSTATEMENT.

            If the Trustee or Paying Agent is unable to apply any money or
securities in accordance with Section 4.02 of this Indenture, by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and, if applicable, the Guarantors' obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 4.01 or 4.03 of this Indenture, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or securities in accordance with Section 4.02 of this
Indenture; provided that, if the Company has made any payment of principal of or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or securities held by the Trustee or Paying
Agent.

                                   ARTICLE 5.
                                    REMEDIES

SECTION 5.01    EVENTS OF DEFAULT.

            "Event of Default", wherever used herein, means with respect to any
series of Securities 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), unless such event is either inapplicable to a particular series or it is
specifically deleted or modified in or pursuant to the supplemental indenture or
Board Resolution creating such series of Securities or in the form of Security
for such series:

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

                (2) 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;

                (3) default in the payment of any sinking or purchase fund or
        analogous obligation when the same becomes due by the terms of the
        Securities of such series;


                                       28
<PAGE>

                (4) default in the performance, or breach, of any covenant or
        warranty of the Company or any Guarantor in this Indenture in respect of
        the Securities of such series (other than a covenant or warranty in
        respect of the Securities of such series a default in the performance of
        which or the breach of which is elsewhere in this Section specifically
        dealt with), all of such covenants and warranties in the Indenture which
        are not expressly stated to be for the benefit of a particular series of
        Securities being deemed in respect of the Securities of all series for
        this purpose, 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 (or, if applicable, to such Guarantor) by the Trustee or to
        the Company (or, if applicable, to such Guarantor) and the Trustee by
        the Holders of at least 25% in aggregate principal amount of the
        Outstanding Securities of such 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 (other than a covenant or
        warranty a default in the performance of which, or the breach of which,
        would otherwise constitute an Event of Default);

                (5) the entry of an order for relief against the Company or any
        Material Subsidiary thereof under Title 11, United States Code (the
        "Federal Bankruptcy Act") by a court having jurisdiction in the premises
        or a decree or order by a court having jurisdiction in the premises
        adjudging the Company or any Material Subsidiary thereof a bankrupt or
        insolvent under any other applicable Federal or State law, or the entry
        of a decree or order approving as properly filed a petition seeking
        reorganization, arrangement, adjustment or composition of or in respect
        of the Company or any Material Subsidiary thereof under the Federal
        Bankruptcy Act or any other applicable Federal or State law, or
        appointing a receiver, liquidator, assignee, trustee, sequestrator (or
        other similar official) of the Company or any Material Subsidiary
        thereof or of any substantial part of its property, or ordering the
        winding up or liquidation of its affairs, and the continuance of any
        such decree or order unstayed and in effect for a period of 90
        consecutive days;

                (6) the consent by the Company or any Material Subsidiary
        thereof to the institution of bankruptcy or insolvency proceedings
        against it, or the filing by it of a petition or answer or consent
        seeking reorganization or relief under the Federal Bankruptcy Act or any
        other applicable federal or state law, or the consent by it to the
        filing of any such petition or to the appointment of a receiver,
        liquidator, assignee, trustee, sequestrator (or other similar official)
        of the Company or any Material Subsidiary thereof or of any substantial
        part of its property, or the making by it of an assignment for the
        benefit of creditors, or the admission by it in writing of its inability
        to pay its debts generally as they become due, or the taking of
        corporate action by the Company or any Material Subsidiary thereof in
        furtherance of any such action;

                (7) any Guarantee by a Material Subsidiary shall for any reason
        cease to be, or be asserted in writing by any such Material Subsidiary
        or the Company not to be, in full force and effect, enforceable in
        accordance with its terms, except to the extent contemplated by this
        Indenture and any such Guarantee; and

                                       29
<PAGE>

                (8) any other Event of Default provided in the supplemental
        indenture or Board Resolution under which such series of Securities is
        issued or in the form of Security for such series.

SECTION 5.02    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

            If an Event of Default described in paragraph (1), (2), (3), (4) or
(8) (if the Event of Default under paragraph (4) or (8) is with respect to less
than all series of Securities then Outstanding) of Section 5.01 occurs and is
continuing with respect to any series, then and in each and every such case,
unless the principal of all the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series acting as a separate class), by notice in writing to
the Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of such series and all accrued
interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. If an Event of Default described in paragraph (4) or
(8) (if the Event of Default under paragraph (4) or (8) is with respect to all
series of Securities then Outstanding), of Section 5.01 occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of all the
Securities then Outstanding hereunder (treated as one class), by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal amount (or, if any Securities are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms thereof)
of all the Securities then Outstanding and all accrued interest thereon to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding. If an Event of Default of
the type set forth in paragraph (5) or (6) of Section 5.01 occurs and is
continuing, the principal of and any interest on the Securities then outstanding
shall become immediately due and payable.

            At any time after such a declaration of acceleration has been made
with respect to the Securities of any or all series, as the case may be, 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 such series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

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

                (A) all overdue installments of interest on the Securities of
        such series;

                (B) the principal of (and premium, if any, on) any Securities of
        such series which have become due otherwise than by such declaration of
        acceleration, and

                                       30
<PAGE>

        interest thereon at the rate or rates prescribed therefor by the terms
        of the Securities of such series, to the extent that payment of such
        interest is lawful;

                (C) interest upon overdue installments of interest at the rate
        or rates prescribed therefor by the terms of the Securities of such
        series to the extent that payment of such interest is lawful; and

                (D) all sums paid or advanced by the Trustee hereunder and the
        reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and counsel and all other amounts due the Trustee
        under Section 6.07; and

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

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

SECTION 5.03    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

            The Company covenants that if:

                (1) default is made in the payment of any installment of
        interest on any Security of any series when such interest becomes due
        and payable;

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

                (3) default is made in the payment of any sinking or purchase
        fund or analogous obligation when the same becomes due by the terms of
        the Securities of any series;

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holder of any such Security (or the Holders of any
such series in the case of Clause (3) above), the whole amount then due and
payable on any such Security (or on the Securities of any such series in the
case of Clause (3) above) for principal (and premium, if any) and interest, with
interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at such rate or rates as may be prescribed therefor by
the terms of any such Security (or of Securities of any such series in the case
of Clause (3) above); 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 and all other amounts due the Trustee under Section 6.07
except as a result of its negligence or bad faith.

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



                                       31
<PAGE>

Securities of such series and collect the money adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities, wherever situated.

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

SECTION 5.04    TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                (i) to file and prove a claim for the whole amount of principal
        (or portion thereof determined pursuant to Section 3.01(14) to be
        provable in bankruptcy) (and premium, if any) and interest owing and
        unpaid in respect of the Securities and to file such other papers or
        documents as may be necessary and advisable in order to have the claims
        of the Trustee (including any claim for the reasonable compensation,
        expenses, disbursements and advances of the Trustee, its agents and
        counsel and all other amounts due the Trustee under Section 6.07) and of
        the Securityholders allowed in such judicial proceeding; and

                (ii) to collect and receive any moneys or other property payable
        or deliverable on any such claims and to distribute the same; and any
        receiver, assignee, trustee, liquidator, sequestrator (or other similar
        official) in any such judicial proceeding is hereby authorized by each
        Securityholder to make such payment to the Trustee and in the event that
        the Trustee shall consent to the making of such payments directly to the
        Securityholders, to pay to the Trustee any amount due to it for the
        reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and counsel, and any other amounts due the Trustee
        under Section 6.07 except as a result of its negligence or bad faith.

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


                                       32
<PAGE>

SECTION 5.05    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

            All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series 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 agent and
counsel and any other amounts due the Trustee under Section 6.07, be for the
ratable benefit of the Holders of the Securities of the series in respect of
which such judgment has been recovered.

SECTION 5.06    APPLICATION OF MONEY COLLECTED.

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

                First: To the payment of all amounts due the Trustee under
        Section 6.07 except as a result of its negligence or bad faith;

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

                Third: To the Company or any other person lawfully entitled
        thereto as directed in writing by the Company.

SECTION 5.07    LIMITATION ON SUITS.

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

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

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

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


                                       33
<PAGE>

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

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

it being understood and intended that no one or more Holders of Securities of
such series 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 Holders of Securities of such series, or to obtain or to
seek to obtain priority or preference over any other such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and proportionate benefit of all the Holders of all Securities of such
series.

SECTION 5.08    UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO RECEIVE PRINCIPAL,
                PREMIUM AND INTEREST.

            Notwithstanding any other provisions in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date, as the case may be) and to institute suit for
the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

SECTION 5.09    RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 5.10    RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 5.11    DELAY OR OMISSION NOT WAIVER.

            No delay or omission of the Trustee or of any Holder of any Security
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



                                       34
<PAGE>

remedy given by this Article or by law to the Trustee or to the Securityholders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Securityholders, as the case may be.

SECTION 5.12    CONTROL BY SECURITYHOLDERS.

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

                (1) the Trustee shall have the right to decline to follow any
        such direction if the Trustee, being advised by counsel, determines that
        the action so directed may not lawfully be taken or would conflict with
        this Indenture or if the Trustee in good faith shall, by a Responsible
        Officer, determine that the proceedings so directed would involve it in
        personal liability or be unjustly prejudicial to the Holders not taking
        part in such direction; and

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

SECTION 5.13    WAIVER OF PAST DEFAULTS.

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

                (1) in the payment of the principal of (or premium, if any) or
        interest on any Security of such series, or in the payment of any
        sinking or purchase fund or analogous obligation with respect to the
        Securities of such series; or

                (2) in respect of a covenant or provision hereof which under
        Article 9 cannot be modified or amended without the consent of the
        Holder of each Outstanding Security of such series.

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

SECTION 5.14    UNDERTAKING FOR COSTS.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion



                                       35
<PAGE>

assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series to which the suit relates, or to any
suit instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on a Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date, as
the case may be).

SECTION 5.15    WAIVER OF STAY OR EXTENSION LAWS.

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

                                    ARTICLE 6.
                                   THE TRUSTEE

SECTION 6.01    CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

                (2) in the absence of bad faith on its part, the Trustee may,
        with respect to Securities of such series, conclusively rely, as to the
        truth of the statements and the correctness of the opinions expressed
        therein, upon certificates or opinions furnished to the Trustee and
        conforming to the requirements of this Indenture; but in the case of any
        such certificates or opinions which by any provision hereof are
        specifically required to be furnished to the Trustee, the Trustee shall
        be under a duty to examine the same to determine whether or not they
        conform to the requirements of this Indenture.

                (b) In case an Event of Default with respect to any series of
        Securities has occurred and is continuing, the Trustee shall exercise
        with respect to the Securities of such series such of the rights and
        powers vested in it by this Indenture, and use the same



                                       36
<PAGE>

        degree of care and skill in their exercise, as a prudent person would
        exercise or use under the circumstances in the conduct of his or her own
        affairs.

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

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

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

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

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

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

SECTION 6.02    NOTICE OF DEFAULTS.

            Within 90 days after the occurrence of any default hereunder with
respect to Securities of any series, the Trustee shall transmit by mail to all
Securityholders of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking or
purchase fund installment or analogous obligation with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Securityholders
of such series; and provided, further, that in the case of any default of the
character specified in Section 5.01(4) with respect to Securities of such series
no such notice to Securityholders of such series shall be given until at least
90 days after the occurrence thereof. For the purpose of this Section, the term
"default," with respect to Securities of any series, means any event which is,
or



                                       37
<PAGE>

after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 6.03    CERTAIN RIGHTS OF TRUSTEE.

            Except as otherwise provided in Section 6.01:

                (a) the Trustee may conclusively 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 or other paper or document believed by
        it to be genuine and to have been signed or presented by the proper
        party or parties;

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

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

                (d) the Trustee may consult with counsel of its selection and
        the advice of such counsel or an 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 Securityholders pursuant to this Indenture,
        unless such Securityholders shall have offered to the Trustee security
        or indemnity reasonably satisfactory to it 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 or other paper or document, but the
        Trustee, in its discretion, may make such further inquiry or
        investigation into such facts or matters as it may see fit, and, if the
        Trustee shall determine to make such further inquiry or investigation,
        it shall be entitled to examine the books, records and premises of the
        Company, personally or by agent or attorney;

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


                                       38
<PAGE>

                (h) the Trustee shall not be charged with knowledge of any
        default (as defined in Section 6.02) or Event of Default with respect to
        the Securities of any series for which it is acting as Trustee unless
        either (1) a Responsible Officer of the Trustee shall have actual
        knowledge of such default or Event of Default or (2) written notice of
        such default or Event of Default shall have been given to a Responsible
        Officer of the Trustee by the Company or any other obligor on such
        Securities or by any Holder of such Securities;

                (i) the Trustee shall not be liable for any action taken,
        suffered or omitted by it in good faith and believed by it to be
        authorized or within the discretion or rights or powers conferred upon
        it by this Indenture; provided, however, that the Trustee's conduct does
        not constitute willful misconduct or negligence;

                (j) the rights, privileges, protections, immunities and benefits
        given to the Trustee, including, without limitation, its right to be
        indemnified, are extended to, and shall be enforceable by, the Trustee
        in each of its capacities hereunder, and each agent, custodian and other
        Person employed to act hereunder; and

                (k) the Trustee may request that the Company deliver an
        Officers' Certificate setting forth the names of individuals or titles
        of officers authorized at such time to take specified actions pursuant
        to this Indenture, which Officers' Certificate may be signed by an
        person authorized to sign an Officers' Certificate, including any person
        specified as so authorized in any such certificate previously delivered
        and not superseded.

SECTION 6.04    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

            The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.05    MAY HOLD SECURITIES.

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

SECTION 6.06    MONEY HELD IN TRUST.

            Subject to the provisions of Section 10.03 hereof, all moneys in
United States dollars received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
law. The Trustee shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed in writing with the Company.


                                       39
<PAGE>

SECTION 6.07    COMPENSATION AND REIMBURSEMENT.

            The Company agrees:

                (1) to pay to the Trustee from time to time such compensation as
        the Company and the Trustee shall agree in writing 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, willful misconduct or bad faith; and

                (3) to indemnify each of the Trustee and any predecessor Trustee
        for, and to hold it harmless against, any and all loss, liability,
        damage, claim or expense, including taxes (other than taxes based on the
        income of the Trustee), incurred without negligence, willful misconduct
        or bad faith on its part, arising out of or in connection with the
        acceptance or administration of this trust, including the costs and
        expenses of defending itself against any claim (whether asserted by the
        Company, a Securityholder or any other Person) or liability in
        connection with the exercise or performance of any of its powers or
        duties hereunder.

            As security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (and premium, if any) or interest
on particular Securities.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.01(5) or (6), the expenses and
the compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

            The Company's obligations under this Section 6.07 and any lien
arising hereunder shall survive the resignation or removal of any Trustee, the
discharge of the Company's obligations pursuant to Article 4 of this Indenture
and/or the termination of this Indenture.

SECTION 6.08    DISQUALIFICATION; CONFLICTING INTERESTS.

            The Trustee for the Securities of any series issued hereunder shall
be subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded from the
operation of this Section 6.08 all other series under this Indenture. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.


                                       40
<PAGE>

SECTION 6.09    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

            There shall at all times be a Trustee hereunder with respect to each
series of Securities, which shall be either:

                (i) a corporation organized and doing business under the laws of
        the United States of America or of any State, authorized under such laws
        to exercise corporate trust powers and subject to supervision or
        examination by Federal or State authority; or

                (ii) a corporation or other Person organized and doing business
        under the laws of a foreign government that is permitted to act as
        Trustee pursuant to a rule, regulation or order of the Commission,
        authorized under such laws to exercise corporate trust powers, and
        subject to supervision or examination by authority of such foreign
        government or a political subdivision thereof substantially equivalent
        to supervision or examination applicable to United States institutional
        trustees;

in either case having a combined capital and surplus of at least $50,000,000. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as trustee for the Securities of any series
issued hereunder. If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect specified
in Section 6.10.

SECTION 6.10    RESIGNATION AND REMOVAL.

                (a) No resignation or removal of the Trustee and no appointment
        of a successor Trustee pursuant to this Article shall become effective
        until the acceptance of appointment by the successor Trustee under
        Section 6.11.

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

                (c) The Trustee may be removed with respect to any series of
        Securities at any time by Act of the Holders of a majority in principal
        amount of the outstanding Securities of that series, delivered to the
        Trustee and to the Company. If an instrument of acceptance by a
        successor Trustee shall not have been delivered to the Trustee within 30
        days after the giving of such notice of removal, the Trustee being
        removed may petition, at the expense of the Company, any court of
        competent jurisdiction for the appointment of a successor Trustee.

                                       41
<PAGE>

                (d) If at any time:

                (1) the Trustee shall fail to comply with Section 310(b) of the
        Trust Indenture Act pursuant to Section 6.08 with respect to any series
        of Securities after written request therefor by the Company or by any
        Securityholder who has been a bona fide Holder of a Security of that
        series for at least six months, unless the Trustee's duty to resign is
        stayed in accordance with the provisions of Section 310(b) of the Trust
        Indenture Act;

                (2) the Trustee shall cease to be eligible under Section 6.09
        with respect to any series of Securities and shall fail to resign after
        written request therefor by the Company or by any such Securityholder;

                (3) the Trustee shall become incapable of acting with respect to
        any series of Securities; or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, with respect to the series, or in the case of Clause (4), with respect
to all series, or (ii) subject to Section 5.14, any Securityholder 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 removal of the Trustee and the appointment of a
successor Trustee with respect to the series, or, in the case of Clause (4),
with respect to all series.

                (e) If the Trustee shall resign, be removed or become incapable
        of acting with respect to any series of Securities, or if a vacancy
        shall occur in the office of the Trustee with respect to any series of
        Securities for any cause, the Company, by Board Resolution, shall
        promptly appoint a successor Trustee for that series of Securities. If,
        within one year after such resignation, removal or incapacity, or the
        occurrence of such vacancy, a successor Trustee with respect to such
        series of Securities 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, become the successor Trustee with respect to such series
        and supersede the successor Trustee appointed by the Company with
        respect to such series. If no successor Trustee with respect to such
        series shall have been so appointed by the Company or the
        Securityholders of such series and accepted appointment in the manner
        hereinafter provided, subject to Section 5.14, any Securityholder who
        has been a bona fide Holder of a Security of that 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 such series.

                                       42
<PAGE>

                (f) The Company shall give notice of each resignation and each
        removal of the Trustee with respect to any series and each appointment
        of a successor Trustee with respect to any series by mailing written
        notice of such event by first-class mail, postage prepaid, to the
        Holders of Securities of that series as their names and addresses appear
        in the Security Register. Each notice shall include the name of the
        successor Trustee and the address of its principal Corporate Trust
        Office.

SECTION 6.11    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the predecessor Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the predecessor Trustee shall become effective with respect to any series as
to which it is resigning or being removed as Trustee, and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the predecessor Trustee with
respect to any such series; but, on request of the Company or the successor
Trustee, such predecessor Trustee shall, upon payment of its reasonable charges,
if any, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor trustee hereunder with respect to all or any such
series, subject nevertheless to its lien, if any, provided for in Section 6.07.
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.

             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
predecessor Trustee and each successor Trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not being succeeded shall continue to be vested in the predecessor
Trustee, and 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. No Trustee hereunder shall be personally liable by
reason of any act or omission solely of any other Trustee hereunder.

            No successor Trustee with respect to any series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to that series under this
Article.

SECTION 6.12    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or



                                       43
<PAGE>

substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 6.13    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14    APPOINTMENT OF AUTHENTICATING AGENT.

            At any time when any of the Securities remain Outstanding the
Trustee, with the approval of the Company, 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 issuance, exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as an Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and, if other than the Company itself,
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 all or substantially all 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.


                                       44
<PAGE>

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

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

            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
alternate certificate of authentication in the following form:

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

                                    THE BANK OF NEW YORK, as Trustee

                                    By:
                                       ________________________________________
                                          As Authenticating Agent

                                    By:
                                       ________________________________________
                                          As Authorized Agent

                                   ARTICLE 7.
                       SECURITYHOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

SECTION 7.01    COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                SECURITYHOLDERS.

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

                (1) semi-annually, not more than 15 days after December 15 and
        June 15 in each year in such form as the Trustee may reasonably require,
        a list of the names and addresses of the Holders of Securities of each
        series as of such December 15 and June 15, as applicable; and

                                       45
<PAGE>

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.

SECTION 7.02    PRESERVATION OF INFORMATION; COMMUNICATIONS TO SECURITYHOLDERS.

                (a) The Trustee shall preserve, in as current a form as is
        reasonably practicable, the names and addresses of Holders of Securities
        contained in the most recent list furnished to the Trustee as provided
        in Section 7.01 and the names and addresses of Holders of Securities
        received by the Trustee in its capacity as Security Registrar, if so
        acting. The Trustee may destroy any list furnished to it as provided in
        Section 7.01 upon receipt of a new list so furnished.

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

                (i) afford such applicants access to the information preserved
        at the time by the Trustee in accordance with Section 7.02(a); or

                (ii) inform such applicants as to the approximate number of
        Holders of Securities of such series or all Securities, as the case may
        be, whose names and addresses appear in the information preserved at the
        time by the Trustee in accordance with Section 7.02(a), and as to the
        approximate cost of mailing to such Securityholders the form of proxy or
        other communication, if any, specified in such application.

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all
Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of such series or all Securityholders, as
the case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for



                                       46
<PAGE>

a hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all Securityholders of such series or all
Securityholders, as the case may be, with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                (c) Every Holder of Securities, by receiving and holding the
        same, agrees with the Company and the Trustee that neither the Company
        nor the Trustee shall be held accountable by reason of the disclosure of
        any such information as to the names and addresses of the Holders of
        Securities in accordance with Section 7.02(b), regardless of the source
        from which such information was derived, and that the Trustee shall not
        be held accountable by reason of mailing any material pursuant to a
        request made under Section 7.02(b).

SECTION 7.03    REPORTS BY TRUSTEE.

                (a) Within 60 days after May 15 of each year commencing with the
        first May 15 after the issuance of Securities, the Trustee shall
        transmit by mail, at the Company's expense, to all Holders as their
        names and addresses appear in the Security Register, as provided in
        Trust Indenture Act Section 313(c), a brief report dated as of May 15 if
        required by, in accordance with and with respect to, the matters
        required by Trust Indenture Act Section 313(a).

                (b) The Trustee shall transmit by mail, at the Company's
        expense, to all Holders as their names and addresses appear in the
        Security Register, as provided in Trust Indenture Act Section 313(c), a
        brief report in accordance with and with respect to the matters required
        by Trust Indenture Act Section 313(b).

                (c) A copy of each such report shall, at the time of such
        transmission to Holders, be furnished to the Company and, in accordance
        with Trust Indenture Act Section 313(d), be filed by the Trustee with
        each stock exchange upon which the Securities are listed, and also with
        the Commission. The Company will promptly notify the Trustee when the
        Securities are listed on any stock exchange and of any delisting
        thereof.

SECTION 7.04    REPORTS BY COMPANY.

            The Company shall file with the Trustee, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with
the Trustee within 15 days after the same is so required to be filed with the

                                       47
<PAGE>

Commission. The Company also shall comply with the other provisions of Trust
Indenture Act Section 314(a).

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder(as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                   ARTICLE 8.
                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 8.01    CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER ON CERTAIN TERMS.

            The Company shall not consolidate with or merge into any other
Person or sell, lease, convey or transfer all or substantially all its
properties and assets to any Person, if upon any such consolidation, merger,
sale, lease, conveyance or transfer the Company is not the surviving
corporation, unless:

                (1) the Person formed by such consolidation or into which the
        Company is merged or the Person which acquires by sale, lease,
        conveyance or transfer all or substantially all the properties and
        assets of the Company shall be organized and existing under the laws of
        the United States of America or any State thereof or the District of
        Columbia, and shall expressly assume, by an indenture supplemental
        hereto, executed and delivered to the Trustee, in form satisfactory to
        the Trustee, the due and punctual payment of the principal of (and
        premium, if any) and interest, if any, on all the Securities and the
        performance of every covenant of this Indenture (as supplemented from
        time to time) on the part of the Company to be performed or observed;

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

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

            In the event of any such consolidation, merger, sale, lease,
conveyance or transfer the Company shall be discharged from all obligations and
covenants under this Indenture and the Securities and the Company may be
liquidated and dissolved.

                                       48
<PAGE>

SECTION 8.02    SUCCESSOR PERSON SUBSTITUTED.

            Upon any consolidation or merger, or sale, lease, conveyance or
transfer of all or substantially all the properties and assets of the Company in
accordance with Section 8.01, and if required hereunder, the successor Person
formed by such consolidation or into which the Company is merged or to which
such sale, lease, conveyance or transfer 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 had been named as the
Company herein. In the event of any such conveyance or transfer, the Company as
the predecessor shall be discharged from all obligations and covenants under
this Indenture and the Securities, and the Company may be dissolved, wound up or
liquidated at any time thereafter.

                                   ARTICLE 9.
                             SUPPLEMENTAL INDENTURES

SECTION 9.01    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.

            Without the consent of the Holders of any Securities, 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:

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

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

                (3) to cure any ambiguity, to correct or supplement any
        provision herein which may be inconsistent with any other provision
        herein, or to make any other provisions with respect to matters or
        questions arising under this Indenture; provided that any such
        supplemental indenture shall not materially and adversely affect the
        interests of the Securityholders of any series;

                (4) to add to this Indenture such provisions as may be expressly
        permitted by the TIA, excluding, however, the provisions referred to in
        Section 316(a)(2) of the TIA as in effect at the date as of which this
        instrument was executed or any corresponding provision in any similar
        federal statute hereafter enacted;


                                       49
<PAGE>

                (5) to establish any form of Security, as provided in Article 2,
        to provide for the issuance of any series of Securities as provided in
        Article 3 and to set forth the terms thereof, and/or to add to the
        rights of the Holders of the Securities of any series;

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

                (7) to add any additional Events of Default in respect of the
        Securities of any or all series (and if such additional Events of
        Default are to be in respect of less than all series of Securities,
        stating that such Events of Default are expressly being included solely
        for the benefit of one or more specified series);

                (8) to provide for the issuance of Securities in coupon as well
        as in fully registered form;

                (9) to secure the Securities of any series pursuant to Section
        10.06 or otherwise; or

                (10) to evidence the addition of any Subsidiary of the Company
        as a Guarantor hereunder or the release of any Guarantor hereunder and
        any of its obligations hereunder in accordance with Article 12.

SECTION 9.02    SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

            With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of all series affected by such
supplemental indenture or indentures (acting as one class), by Act of said
Holders delivered to the Company and the Trustee (in accordance with Section
1.04 hereof), 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 the Securities of each such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

                (1) change the Maturity of the principal of, or the Stated
        Maturity of any premium on, or any installment of interest on, any
        Security, or reduce the principal amount thereof or the interest or any
        premium thereon, or change the method of computing the amount of
        principal thereof or interest thereon on any date 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 Maturity or
        the Stated Maturity, as the case may be, thereof (or, in the case of
        redemption or repayment, on or after the Redemption Date or the
        Repayment Date, as the case may be);


                                       50
<PAGE>

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

                (3) modify any of the provisions of this Section, Section 5.13
        or Section 10.08, except to increase any such percentage or to provide
        that certain other provisions of this Indenture cannot be modified or
        waived without the consent of the Holder of each Outstanding Security
        affected thereby;

                (4) impair or adversely affect the right of any Holder to
        institute suit for the enforcement of any payment on, or with respect
        to, the Securities of any series on or after the Stated Maturity of such
        Securities (or in the case of redemption, on or after the Redemption
        Date); or

                (5) amend or modify Article 12 of this Indenture in any manner
        adverse to the rights of the Holders of the Outstanding Securities of
        any series.

            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 Holders of Securities of any other series.

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

SECTION 9.03    EXECUTION OF SUPPLEMENTAL INDENTURES.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

SECTION 9.04    EFFECT OF SUPPLEMENTAL INDENTURES.

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


                                       51
<PAGE>

SECTION 9.05    CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 9.06    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

            Securities 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 so modified as to conform, in the opinion of the Trustee and the
Board of Directors, 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.

                                  ARTICLE 10.
                                   COVENANTS

SECTION 10.01   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

            With respect to each series of Securities, the Company will duly and
punctually pay the principal of (and premium, if any) and interest on such
Securities in accordance with their terms and this Indenture, and will duly
comply with all the other terms, agreements and conditions contained in, or made
in the Indenture for the benefit of, the Securities of such series.

            Notwithstanding anything to the contrary in this Indenture, the
Company may, to the extent it is required to do so by law, deduct or withhold
federal income or other similar taxes imposed by the United States from payments
of principal, premium, if any, or interest hereunder.

SECTION 10.02   MAINTENANCE OF OFFICE OR AGENCY.

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

            Unless otherwise set forth in, or pursuant to, a Board Resolution or
Indenture supplemental hereto with respect to a series of Securities, the
Company hereby initially designates as the Place of Payment for each series of
Securities, the Borough of Manhattan, the City and State of New York, and
initially appoints the Trustee at its Corporate Trust Office as the Company's
office or agency for each such purpose in such city.


                                       52
<PAGE>

SECTION 10.03   MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

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

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

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

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

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

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

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

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series and remaining unclaimed for
two years after such principal (and premium,



                                       53
<PAGE>

if any) or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.

SECTION 10.04   STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

            The Company and each Guarantor will deliver to the Trustee, within
120 days after the end of each fiscal year, an Officers' Certificate, one of the
signatories of which shall be the principal executive, financial or accounting
officer of the Company or such Guarantor, as applicable, stating that:

                (1) a review of the activities of the Company or such Guarantor,
        as applicable, during such year as would bear on performance under this
        Indenture and under the terms of the Securities has been made under his
        supervision; and

                (2) to the best of his knowledge, based on such review, the
        Company or such Guarantor, as applicable, has fulfilled all its
        obligations under this Indenture and has complied with all conditions
        and covenants on its part contained in this Indenture through such year,
        or, if there has been a default in the fulfillment of any such
        obligation, covenant or condition, specifying each such default known to
        him and the nature and status thereof.

            For the purpose of this Section 10.04, default and compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

SECTION 10.05   LEGAL EXISTENCE.

            Subject to Article 8 the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence.

SECTION 10.06   LIMITATION ON LIENS.

            Neither the Company nor any Material Subsidiary of the Company shall
incur, create, issue, assume, guarantee or otherwise become liable for any
indebtedness for money borrowed that is secured by a Lien on any asset now owned
or hereafter acquired by it unless the Company or such Material Subsidiary makes
or causes to be made effective provisions whereby the Securities issued under
this Indenture will be secured by such Lien equally and ratably with (or prior
to) all other indebtedness thereby secured so long as any such indebtedness
shall be secured. The foregoing restriction does not apply to the following:

                (i) Liens for taxes, assessments or governmental charges or
        levies on its property if the same shall not at the time be delinquent
        or thereafter can be paid without penalty, or are being contested in
        good faith and by appropriate proceedings and for which adequate
        reserves in accordance with GAAP shall have been set aside on its books;


                                       54
<PAGE>

                (ii) Liens imposed by law, such as carriers', warehousemen's,
        materialmen's, workmen's, repairmen's and mechanics' liens, and other
        similar Liens (including deposits on pledges to obtain the release of
        such Liens) arising in the ordinary course of business which secure
        payment of obligations not more than 60 days past due or which are being
        contested in good faith by appropriate proceedings and for which
        adequate reserves shall have been set aside on its books;

                (iii) Liens arising out of pledges or deposits required or
        permitted to qualify the Company or any Subsidiary to conduct business,
        to maintain self-insurance or to obtain the benefit of any law
        pertaining to worker's compensation laws, unemployment insurance, old
        age pensions, or other social security or retirement benefits, or
        similar legislation;

                (iv) utility easements, building restrictions and such other
        encumbrances or charges against real property as are of a nature
        generally existing with respect to properties of a similar character and
        which do not in any material way affect the marketability of the same or
        interfere with the use thereof in the business of the Company or its
        Subsidiaries;

                (v) Liens incurred in the ordinary course of business securing
        the performance of bids, trade contracts, leases, statutory obligations,
        bonds, letters of credit and other similar obligations, and judgment
        liens to the extent enforcement thereof is effectively stayed, provided
        that full provision for the payment of all such obligations shall have
        been made on the books of the Company or such Subsidiary as may be
        required by GAAP;

                (vi) banker's liens and rights of setoff arising by operation of
        law and contractual rights of setoff;

                (vii) Liens existing on any property of the Company or any
        Subsidiary (including shares of stock owned by the Company or
        indebtedness owed to the Company or any Subsidiary) existing as of the
        date of this Indenture;

                (viii) Liens created by Subsidiaries of the Company to secure
        indebtedness of such Subsidiaries to the Company or to one or more other
        Subsidiaries of the Company;

                (ix) Liens affecting property of a Person existing at the time
        it becomes a Subsidiary of the Company or at the time it merges into or
        consolidates with the Company or a Subsidiary of the Company or at the
        time of a sale, lease or other disposition of all or substantially all
        of the properties of such Person to the Company or its Subsidiaries;

                (x) Liens on any property existing at the time of the
        acquisition thereof or incurred to secure payment of all or a part of
        the purchase price thereof or to secure indebtedness incurred prior to,
        at the time of, or within 12 months after the acquisition thereof for
        the purpose of financing all or part of the purchase price thereof;


                                       55
<PAGE>

                (xi) Liens on any property to secure all or part of the cost of
        improvements or construction thereon or indebtedness incurred to provide
        funds for such purpose in a principal amount not exceeding the cost of
        such improvements or construction;

                (xii) Liens on shares of stock, indebtedness or other securities
        of a Person that is not the Company or a Subsidiary of the Company;

                (xiii) Liens on or with respect to capital leases entered into
        after the date of this Indenture, provided that such liens extend only
        to the property or assets that are the subject of such capital leases;

                (xiv) Liens on property of the Company or a Subsidiary in favor
        of the United States of America or any State thereof, or any department,
        agency or instrumentality or political subdivision of the United States
        of America or any State thereof, or in favor of any other country, or
        any political subdivision thereof, to secure partial, progress, advance
        or other payments pursuant to any contract or statute or to secure any
        indebtedness incurred for the purpose of financing all or any part of
        the purchase price or the cost of construction of the property subject
        to such Liens;

                (xv) any security interest created in connection with the sale,
        discount or guarantee of notes, chattel mortgages, leases, accounts
        receivable, trade acceptances or other paper or contingent repurchase
        obligations, arising out of sales of merchandise in the ordinary course
        of business;

                (xvi) any extension, substitution, renewal or replacement of any
        lien referred to in the foregoing clauses (i) through (xiv) inclusive,
        or of any indebtedness secured thereby; provided, however, that the
        principal amount of indebtedness secured thereby shall not exceed the
        principal amount of indebtedness so secured at the time of such
        extension, substitution, renewal or replacement, or at the time the lien
        was issued, created or assumed or otherwise permitted, and that such
        extension, substitution, renewal or replacement lien shall be limited to
        all or part of substantially the same property which secured the lien
        extended, renewed or replaced (plus improvements on such property); and

                (xvii) other Liens arising in connection with indebtedness of
        the Company and its Subsidiaries in an aggregate principal amount for
        the Company and its Subsidiaries, together with all Attributable Debt
        with respect to sale and leaseback transactions involving Principal
        Properties (with the exception of the transactions that are excluded as
        described in Section 10.07), not exceeding at the time such lien is
        issued, created or assumed 10% of the Consolidated Assets of the
        Company.

SECTION 10.07   LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

            The Company shall not itself, and shall not permit any Material
Subsidiary to, enter into any arrangement after the date of the first issuance
by the Company of Securities issued pursuant to this instrument with any bank,
insurance company or other lender or investor (other than the Company or another
Material Subsidiary) providing for the leasing by the



                                       56
<PAGE>

Company or any Material Subsidiary of any Principal Property (except a lease for
a period not to exceed three years by the end of which it is intended that the
use of such Principal Property by the lessee will be discontinued), which was or
is owned or leased by the Company or a Material Subsidiary and which has been or
is to be sold or transferred, more than 120 days after the completion of
construction and commencement of full operation thereof by the Company or such
Material Subsidiary, to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such Principal Property (herein referred to as a "Sale and Leaseback
Transaction") unless, either:

                (a) the Attributable Debt of the Company and its Material
        Subsidiaries in respect of such Sale and Leaseback Transaction and all
        other Sale and Leaseback Transactions entered into after the date of the
        first issuance by the Company of securities issued pursuant to this
        instrument (other than any such Sale and Leaseback Transactions that are
        otherwise permitted or excepted by this Section 10.07), plus the
        aggregate principal amount of indebtedness secured by Liens on Principal
        Properties then outstanding (excluding any such indebtedness secured by
        Liens covered in subparagraphs (i) through (xvii) of Section 10.06)
        without equally and ratably securing the Securities, would not exceed
        10% of Consolidated Assets, or

                (b) the Company, within 150 days after the sale or transfer,
        applies or causes a Material Subsidiary to apply an amount equal to the
        greater of (i) the net proceeds of such sale or transfer or (ii) the
        Attributable Debt with respect thereto, to the retirement of Securities
        of any series or other indebtedness of the Company (other than
        indebtedness subordinated to the Securities) or indebtedness of a
        Material Subsidiary, for money borrowed, having a stated maturity more
        than 12 months from the date of such application or which is extendible
        at the option of the obligor thereon to a date more than 12 months from
        the date of such application (and, unless otherwise expressly provided
        with respect to any one or more series of Securities, any redemption of
        Securities pursuant to this provision shall not be deemed to constitute
        a refunding operation or anticipated refunding operation for the
        purposes of any provision limiting the Company's right to redeem
        Securities of any one or more such series when such redemption involves
        a refunding operation or anticipated refunding operation); provided that
        the amount to be so applied shall be reduced by (i) the principal amount
        of Securities delivered within 150 days after such sale or transfer to
        the Trustee for retirement and cancellation, and (ii) the principal
        amount of any such indebtedness of the Company or a Material Subsidiary,
        other than Securities, voluntarily retired by the Company or a Material
        Subsidiary within 180 days after such sale or transfer. Notwithstanding
        the foregoing, no retirement referred to in this subdivision (b) may be
        effected by payment at maturity or pursuant to any mandatory sinking
        fund payment or any mandatory prepayment provision.

            Notwithstanding the foregoing, where the Company or any Material
Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable
Debt shall not include any indebtedness resulting from the guarantee by the
Company or any other Material Subsidiary of the lessee's obligation thereunder.


                                       57
<PAGE>

SECTION 10.08   WAIVER OF CERTAIN COVENANTS.

            The Company may omit in respect of any series of Securities, in any
particular instance, to comply with any covenant or condition set forth in
Section 10.04, 10.06 or 10.07 or set forth in a Board Resolution or supplemental
indenture with respect to the Securities of such series, unless otherwise
specified in such Board Resolution or supplemental indenture, if before or after
the time for such compliance the Holders of not less than a majority in
principal amount of the Outstanding Securities of all series affected by such
waiver (voting as one class) shall, by Act of such Securityholders delivered to
the Company and the Trustee (in accordance with Section 1.04 hereof), either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant 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 covenant or condition shall remain in full
force and effect. Nothing in this Section 10.08 shall permit the waiver of
compliance with any covenant or condition set forth in such Board Resolution or
supplemental indenture which, if in the form of an indenture supplemental
hereto, would not be permitted by Section 9.02 without the consent of the Holder
of each Outstanding Security affected thereby.

SECTION 10.09   ADDITIONAL COVENANTS.

            Any additional covenants which the Company or the Guarantors will
make pertaining to a series of Securities shall be set forth in a supplement
relating to such series of Securities.

SECTION 10.10   CALCULATION OF ORIGINAL ISSUE DISCOUNT.

            The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended.

                                  ARTICLE 11.
                            REDEMPTION OF SECURITIES

SECTION 11.01   APPLICABILITY OF ARTICLE.

            The Company may reserve the right to redeem and pay before Stated
Maturity all or any part of the Securities of any series, either by optional
redemption, sinking or purchase fund or analogous obligation or otherwise, by
provision therefor in the form of Security for such series established and
approved pursuant to Section 2.02 and on such terms as are specified in such
form or in the indenture supplemental hereto with respect to Securities of such
series as provided in Section 3.01. Redemption of Securities of any series shall
be made in accordance with the terms of such Securities and, to the extent that
this Article does not conflict with such terns, the succeeding Sections of this
Article. Notwithstanding anything to the contrary in this



                                       58
<PAGE>

Indenture, except in the case of redemption pursuant to a sinking fund, the
Trustee shall not make any payment in connection with the redemption of
Securities until the close of business on the Redemption Date.

SECTION 11.02   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

            The election of the Company to redeem any Securities redeemable at
the election of the Company shall be evidenced by, or pursuant to authority
granted by, a Board Resolution. In case of any redemption at the election of the
Company of the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series and the Tranche to be
redeemed.

            In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

SECTION 11.03   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

            If less than all the Securities of like tenor and terms of any
series (a "Tranche") are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such Tranche not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may include provision for the selection for redemption of
portions of the principal of Securities of such Tranche of a denomination larger
than the minimum authorized denomination for Securities of that series. Unless
otherwise provided in the terms of a particular series of Securities, the
portions of the principal of Securities so selected for partial redemption shall
be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple thereof, and the principal amount which remains
outstanding shall not be less than the minimum authorized denomination for
Securities of such series. If less than all the Securities of unlike tenor and
terms of a series are to be redeemed, the particular Tranche of Securities to be
redeemed shall be selected by the Company.

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

            Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Company and delivered
to the Trustee at least 60 days prior to the Redemption Date as being owned of
record and beneficially by, and not pledged or hypothecated by either, (a) the
Company or (b) an entity specifically identified in such written statement as
being an Affiliate of the Company.

            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 Security



                                       59
<PAGE>

redeemed or to be redeemed only in part, to the portion of the principal of such
Security which has been or is to be redeemed.

SECTION 11.04   NOTICE OF REDEMPTION.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 (unless otherwise provided in the Board
Resolution establishing the relevant series) 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 identify the Securities to be
redeemed (including CUSIP number(s)) and state:

                (1) the Redemption Date;

                (2) the Redemption Price;

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

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

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

                (6) that the redemption is on account of a sinking or purchase
        fund, or other analogous obligation, if that be the case.

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

SECTION 11.05   DEPOSIT OF REDEMPTION PRICE.

            On or prior to 10:00 a.m., New York City time, any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of all the Securities which are to be redeemed on that date.

SECTION 11.06   SECURITIES PAYABLE ON REDEMPTION DATE.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price



                                       60
<PAGE>

therein specified and from and after such date (unless the Company shall default
in the payment of the Redemption Price) such Securities shall cease to bear
interest. Upon surrender of such Securities for redemption in accordance with
the notice, such Securities shall be paid by the Company at the Redemption
Price. Unless otherwise provided with respect to such Securities pursuant to
Section 3.01, installments of interest the Stated Maturity of which is on or
prior to the Redemption Date shall be payable to the Holders of such Securities
registered as such on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security, or as otherwise
provided in such Security.

SECTION 11.07   SECURITIES REDEEMED IN PART.

            Any Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company in the Place of Payment with
respect to that series (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 Stated Maturity and of like
tenor and terms, 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.

SECTION 11.08   PROVISIONS WITH RESPECT TO ANY SINKING FUNDS.

            Unless the form or terms of any series of Securities shall provide
otherwise, in lieu of making all or any part of any mandatory sinking fund
payment with respect to such series of Securities in cash, the Company may at
its option (1) deliver to the Trustee for cancellation any Securities of such
series theretofore acquired by the Company, or (2) receive credit for any
Securities of such series (not previously so credited) acquired by the Company
(including by way of optional redemption (pursuant to the sinking fund or
otherwise but not by way of mandatory sinking fund redemption) or converted by
the Holder thereof into Common Stock or other securities and theretofore
delivered to the Trustee for cancellation, and if it does so then (i) Securities
so delivered or credited shall be credited at the applicable sinking fund
Redemption Price with respect to Securities of such series, and (ii) on or
before the 60th day next preceding each sinking fund Redemption Date with
respect to such series of Securities, the Company will deliver to the Trustee
(A) an Officers' Certificate specifying the portions of such sinking fund
payment to be satisfied by payment of cash and by delivery or credit of
Securities of such series acquired by the Company or converted by the Holder
thereof, and (B) such Securities, to the extent not previously surrendered. Such
Officers' Certificate shall also state the basis for such credit and that the
Securities for which the Company elects to receive credit have not been
previously so credited and were not acquired by the Company through operation of
the mandatory sinking fund, if any, provided with respect to such Securities and
shall also state that no Event of Default with respect to Securities of such
series has occurred and is continuing. All Securities so delivered to the
Trustee shall be canceled by the Trustee and no Securities shall be
authenticated in lieu thereof.



                                       61
<PAGE>

            If the sinking fund payment or payments (mandatory or optional) with
respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to Securities of such series made
in cash shall exceed $50,000 (or a lesser sum if the Company shall so request),
unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect
to Securities of such series next following the date of such payment to the
redemption of Securities of such series at the applicable sinking fund
Redemption Price with respect to Securities of such series, together with
accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 11.06. The Trustee shall select, in the manner provided in
Section 11.03, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series for the
sinking fund to be given in the manner provided in Section 11.04 (and with the
effect provided in Section 11.06) for the redemption of Securities in part at
the option of the Company. Any sinking fund moneys not so applied or allocated
by the Trustee to the redemption of Securities of such series shall be added to
the next cash sinking fund payment with respect to Securities of such series
received by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 11.08. Any and all sinking fund
moneys with respect to Securities of any series held by the Trustee at the
Maturity of Securities of such series, and not held for the payment or
redemption of particular Securities of such series, shall be applied by the
Trustee, together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of the Securities of such
series at Maturity.

            On or before each sinking fund Redemption Date provided with respect
to Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on
Securities to be redeemed on such sinking fund Redemption Date pursuant to this
Section 11.08.

                                   ARTICLE 12.
                                   GUARANTEES

SECTION 12.01   GUARANTEES.

                (a) Each of the Guarantors, as primary obligor and not merely as
        surety, fully, irrevocably and unconditionally guarantees (each, a
        "Guarantee"), to each Holder of Securities (including each Holder of
        Securities issued under the Indenture after the date of this Indenture)
        and to the Trustee and its successors and assigns (i) the full and
        punctual payment of principal of, premium, if any, and interest on the
        Securities when due, whether at maturity, by acceleration, by redemption
        or otherwise, and all other monetary obligations of the Company under
        this Indenture (including obligations to the Trustee) and the Securities
        and (ii) the full and punctual performance within applicable grace
        periods of all other obligations of the Company under this Indenture and
        the Securities.


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<PAGE>

                (b) Each of the Guarantors further agrees that its obligations
        hereunder shall be unconditional irrespective of the absence or
        existence of any action to enforce the same, the recovery of any
        judgment against the Company or any other Guarantor (except to the
        extent such judgment is paid) or any waiver or amendment of the
        provisions of this Indenture or the Securities to the extent that any
        such action or any similar action would otherwise constitute a legal or
        equitable discharge or defense of a Guarantor (except that each such
        waiver or amendment shall be effective in accordance with its terms).

                (c) Each of the Guarantors further agrees that each Guarantee
        constitutes a guarantee of payment, performance and compliance and not
        merely of collection.

                (d) Each of the Guarantors further agrees to waive presentment
        to, demand of payment from and protest to the Company or any other
        Person, and also waives diligence, notice of acceptance of its
        Guarantee, presentment, demand for payment, notice of protest for
        nonpayment, the filing of claims with a court in the event of merger or
        bankruptcy of the Company or any other Person and any right to require a
        proceeding first against the Company or any other Person. The
        obligations of the Guarantors shall not be affected by any failure or
        policy on the part of the Trustee to exercise any right or remedy under
        this Indenture or the Securities of any series.

                (e) The obligation of each Guarantor to make any payment
        hereunder may be satisfied by causing the Company or any other Person to
        make such payment.

                (f) If any Holder of any Security or the Trustee is required by
        any court or otherwise to return to the Company or any Guarantor, or any
        custodian, trustee, liquidator or other similar official acting in
        relation to any of the Company or any Guarantor, any amount paid by any
        of them to the Trustee or such Holder, the Guarantee of such Guarantor,
        to the extent theretofore discharged, shall be reinstated in full force
        and effect.

                (g) Any term or provision of this Indenture to the contrary
        notwithstanding, the maximum aggregate amount of each of the Guarantees
        shall not exceed the maximum amount that can be guaranteed by the
        relevant Guarantor without reIndering the relevant Guarantee under this
        Indenture voidable under applicable law relating to fraudulent
        conveyance or fraudulent transfer or similar laws affecting the rights
        of creditors generally.

SECTION 12.02   RELEASE OF GUARANTOR

            In the event (a) of the merger, consolidation or sale or disposition
of all or substantially all of the assets of a Guarantor (other than a merger or
consolidation with, or sale or disposition of assets to, the Company or another
Subsidiary of the Company), or (b) there occurs a transfer, sale or other
disposition of the Voting Stock of a Guarantor whereby such Guarantor ceases to
constitute a Subsidiary of the Company, then in any such case such Guarantor or
the entity acquiring the assets (in the event of the sale or other disposition
of all or substantially all of the assets of such Guarantor) shall be released
and relieved of any obligations under its



                                       63
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Guarantee. Upon delivery by the Company to the Trustee of an Officers'
Certificate to the effect of the foregoing, such Guarantor shall be discharged
from all further liability and obligation under this Indenture and the Trustee
shall execute any documents reasonably required in order to evidence the release
of such Guarantor from its obligations under its Guarantee.

                                       64
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                    General Dynamics Corporation, a Delaware
                                          corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Vice President and Treasurer



                                    American Overseas Marine Corporation, a
                                          Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Vice President and Treasurer



                                    Bath Iron Works Corporation, a Maine
                                          corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Assistant Treasurer



                                    Computer Systems & Communications
                                          Corporation, a Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer



                                    Electric Boat Corporation, a Delaware
                                          corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Assistant Treasurer


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<PAGE>


                                    General Dynamics Advanced Technology
                                          Systems, Inc., a Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer



                                    General Dynamics Armament Systems, Inc.,
                                          a Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Assistant Treasurer



                                    General Dynamics Defense Systems, Inc., a
                                          Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer



                                    General Dynamics Government Systems
                                          Corporation, a Delaware corporation


                                    By:    /s/ David A. Savner
                                       _________________________________________
                                           Name:   David A. Savner
                                           Title:  Vice President



                                    General Dynamics Information Systems,
                                          Inc., a Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer



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<PAGE>

                                    General Dynamics Land Systems Inc., a
                                          Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Assistant Treasurer



                                    General Dynamics Ordnance and Tactical
                                          Systems, Inc., a Virginia
                                          corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer



                                    Gulfstream Aerospace Corporation, a
                                          Delaware corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer



                                    Material Service Resources Company, a
                                          Delaware corporation


                                    By:    /s/ Michael E. Stanczak
                                       _________________________________________
                                           Name:   Michael E. Stanczak
                                           Title:  President



                                    National Steel and Shipbuilding Company,
                                          a Nevada Corporation


                                    By:    /s/ David H. Fogg
                                       _________________________________________
                                           Name:   David H. Fogg
                                           Title:  Treasurer


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<PAGE>


                                    The Bank of New York, a New York banking
                                          corporation as Trustee


                                    By:    /s/ Geovanni Barris
                                       _________________________________________
                                           Name:   Geovanni Barris
                                           Title:  Vice President



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<PAGE>


                                    EXHIBIT A

                                   GUARANTORS

American Overseas Marine Corporation, a Delaware corporation
Bath Iron Works Corporation, a Maine corporation
Computer Systems & Communications Corporation, a Delaware corporation
Electric Boat Corporation, a Delaware corporation
General Dynamics Advanced Technology Systems, Inc., a Delaware corporation
General Dynamics Armament Systems, Inc., a Delaware corporation
General Dynamics Defense Systems, Inc., a Delaware corporation
General Dynamics Government Systems Corporation, a Delaware corporation
General Dynamics Information Systems, Inc., a Delaware corporation
General Dynamics Land Systems Inc., a Delaware corporation
General Dynamics Ordnance and Tactical Systems, Inc., a Virginia corporation
Gulfstream Aerospace Corporation, a Delaware corporation
Material Service Resources Company, a Delaware corporation
National Steel and Shipbuilding Company, a Nevada corporation