<PAGE>
                                                                     EXHIBIT 4.3




                               ENTERCOM RADIO, LLC

                             ENTERCOM CAPITAL, INC.

                                 as Co-Issuers;

                                       and

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

                                   as Trustee





                                    INDENTURE

                       dated as of _______________, 2002







<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.........................................1

    Section 1.01   Certain Definitions.......................................................1
    Section 1.02   Other Definitions.........................................................4
    Section 1.03   Incorporation by Reference of Trust Indenture Act.........................4
    Section 1.04   Rules of Construction.....................................................5

ARTICLE 2 THE SECURITIES.....................................................................5

    Section 2.01   Unlimited In Amount, Issuable In Series, Form and Dating..................5
    Section 2.02   Execution and Authentication..............................................8
    Section 2.03   Registrar and Paying Agent................................................8
    Section 2.04   Paying Agent to Hold Money in Trust.......................................8
    Section 2.05   Securityholder Lists......................................................9
    Section 2.06   Transfer and Exchange.....................................................9
    Section 2.07   Replacement Securities...................................................10
    Section 2.08   Outstanding Securities...................................................10
    Section 2.09   Temporary Securities.....................................................10
    Section 2.10   Cancellation.............................................................11
    Section 2.11   Defaulted Interest.......................................................11
    Section 2.12   Special Record Dates.....................................................11
    Section 2.13   Global Securities........................................................12
    Section 2.14   CUSIP Numbers............................................................13

ARTICLE 3 REDEMPTION........................................................................13

    Section 3.01   Notices to Trustee.......................................................13
    Section 3.02   Selection of Securities to Be Redeemed...................................14
    Section 3.03   Notice of Redemption.....................................................14
    Section 3.04   Effect of Notice of Redemption...........................................15
    Section 3.05   Deposit of Redemption Price..............................................15
    Section 3.06   Securities Redeemed in Part..............................................15

ARTICLE 4 COVENANTS.........................................................................15

    Section 4.01   Payment of Securities....................................................15
    Section 4.02   Maintenance of Office or Agency..........................................16
    Section 4.03   Commission Reports.......................................................16
    Section 4.04   Compliance Certificate...................................................16
    Section 4.05   Taxes....................................................................17
    Section 4.06   Stay, Extension and Usury Laws...........................................17
    Section 4.07   Corporate Existence......................................................17
    Section 4.08   Calculation of Original Issue Discount...................................17
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                        <C>
ARTICLE 5 SUCCESSORS........................................................................18

    Section 5.01   When Company May Merge, etc..............................................18
    Section 5.02   Successor Person Substituted.............................................18

ARTICLE 6 DEFAULTS AND REMEDIES.............................................................19

    Section 6.01   Events of Default........................................................19
    Section 6.02   Acceleration.............................................................20
    Section 6.03   Other Remedies...........................................................20
    Section 6.04   Waiver of Past Defaults..................................................21
    Section 6.05   Control by Majority......................................................21
    Section 6.06   Limitation on Suits......................................................21
    Section 6.07   Rights of Holders to Receive Payment.....................................22
    Section 6.08   Collection Suit by Trustee...............................................22
    Section 6.09   Trustee May File Proofs of Claim.........................................22
    Section 6.10   Priorities...............................................................22
    Section 6.11   Undertaking for Costs....................................................23

ARTICLE 7 TRUSTEE...........................................................................23

    Section 7.01   Duties of Trustee........................................................23
    Section 7.02   Rights of Trustee........................................................25
    Section 7.03   Individual Rights of Trustee.............................................25
    Section 7.04   Trustee's Disclaimer.....................................................26
    Section 7.05   Notice of Defaults.......................................................26
    Section 7.06   Reports by Trustee to Holders............................................26
    Section 7.07   Compensation and Indemnity...............................................26
    Section 7.08   Replacement of Trustee...................................................27
    Section 7.09   Successor Trustee by Merger, etc.........................................28
    Section 7.10   Eligibility; Disqualification............................................28
    Section 7.11   Preferential Collection of Claims Against Company........................28

ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE............................................29

    Section 8.01   Satisfaction and Discharge of Indenture..................................29
    Section 8.02   Application of Trust Funds; Indemnification..............................30
    Section 8.03   Legal Defeasance of Securities of any Series.............................30
    Section 8.04   Covenant Defeasance......................................................32
    Section 8.05   Repayment to Company.....................................................33

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS...............................................33

    Section 9.01   Without Consent of Holders...............................................33
    Section 9.02   With Consent of Holders..................................................34
    Section 9.03   Revocation and Effect of Consents........................................35
    Section 9.04   Notation on or Exchange of Securities....................................35
    Section 9.05   Trustee to Sign Amendments, etc..........................................35
</TABLE>

                                       ii

<PAGE>
<TABLE>
<S>                                                                                        <C>
ARTICLE 10 MISCELLANEOUS....................................................................36

    Section 10.01  Indenture Subject to Trust Indenture Act.................................36
    Section 10.02  Notices..................................................................36
    Section 10.03  Communication By Holders With Other Holders..............................37
    Section 10.04  Certificate and Opinion as to Conditions Precedent.......................37
    Section 10.05  Statements Required in Certificate or Opinion............................37
    Section 10.06  Rules by Trustee and Agents..............................................38
    Section 10.07  Legal Holidays...........................................................38
    Section 10.08  No Recourse Against Others...............................................38
    Section 10.09  Counterparts.............................................................38
    Section 10.10  Governing Law............................................................38
    Section 10.11  Severability.............................................................38
    Section 10.12  Effect of Headings, Table of Contents, etc...............................38
    Section 10.13  Successors and Assigns...................................................39
    Section 10.14  No Interpretation of Other Agreements....................................39
</TABLE>

                                      iii

<PAGE>


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                        INDENTURE SECTION
  -----------                                                        -----------------
<S>                                                               <C>
310(a)(1) ........................................................................7.10
   (a)(2) ........................................................................7.10
   (a)(3) ........................................................................N.A.
   (a)(4) ........................................................................N.A.
   (a)(5) ........................................................................7.10
   (b) ...............................................................7.03, 7.08; 7.10
   (c) ...........................................................................N.A.
311(a) ...........................................................................7.11
   (b) ...........................................................................7.11
   (c) ...........................................................................N.A.
312(a) ...........................................................................2.05
   (b)...........................................................................10.03
   (c)...........................................................................10.03
313(a) ...........................................................................7.06
   (b) ...........................................................................7.06
   (c) ....................................................................7.06; 10.02
   (d) ...........................................................................7.06
314(a) ....................................................................4.03; 10.02
   (b) ...........................................................................N.A.
   (c)(1) .......................................................................10.04
   (c)(2) .......................................................................10.04
   (c)(3)  .......................................................................N.A.
   (d) ...........................................................................N.A.
   (e) ..........................................................................10.05
   (f) ...........................................................................N.A.
315(a) ..............................................................7.01(b)(ii), 7.02
   (b) ..............................................................7.02, 7.05; 10.02
   (c) ..................................................................7.01(a), 7.02
   (d)  .................................................................7.01(d), 7.02
   (e)  ..........................................................................6.11
316(a)(last sentence)  ........................................................2.13(f)
   (a)(1)(A) .....................................................................6.05
   (a)(1)(B)  ....................................................................6.04
   (a)(2)  .......................................................................N.A.
   (b)  ..........................................................................6.07
   (c)  ....................................................................2.12; 9.03
317(a)(1)  .......................................................................6.08
   (a)(2)  .......................................................................6.09
   (b)  ..........................................................................2.04
318(a) ..........................................................................10.01
   (b) ...........................................................................N.A.
   (c)...........................................................................10.01
*
</TABLE>

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

N.A. means not applicable.

* THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.

<PAGE>


               INDENTURE dated as of _______________, 2002 by and among Entercom
Radio, LLC, a Delaware limited liability company, Entercom Capital, Inc., a
Delaware corporation (together, the "Company"), as the joint and several
obligors, and _______________, a ___________________, as Trustee (the
"Trustee").

               The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

               Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of each series of the
Securities:

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01   CERTAIN DEFINITIONS.

               "Affiliate" means any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company.
For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise.

               "Agent" means any Registrar, Paying Agent, authenticating agent
or co-Registrar.

               "Board of Directors" means the Board of Directors of the Company
or any authorized committee thereof.

               "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 or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of such certification (and
delivered to the Trustee, if appropriate).

               "Closing Date" means the date on which the Securities of a
particular series were originally issued under this Indenture.

               "Commission" means the Securities and Exchange Commission.

               "Company" means the party named as such above until a successor
replaces it pursuant to this Indenture and thereafter means the successor.

               "Company Order" means a written order signed in the name of the
Company by two Officers, one of whom must be the Company's principal executive
officer, principal financial officer or principal accounting officer.

                                       1
<PAGE>

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

               "Corporate Trust Office" shall mean the corporate trust office of
the Trustee, which shall initially be _________________________________________.

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

               "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depositary for such series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depositary" as used with
respect to the Securities of any series shall mean the Depositary with respect
to the Securities of such series.

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

               "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are applicable to the circumstances as of
the Closing Date.

               "Global Security" shall mean a Security issued to evidence all or
a part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a Depositary or pursuant to such
Depositary's instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the name
of such Depositary or its nominee.

               "Holder" or "Securityholder" means a Person in whose name a
Security is registered in the register of Securities kept by the Registrar.

               "Indenture" means this Indenture, as amended or supplemented from
time to time.

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

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

               "Officer" means the Chairman of the Board, a Co-Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the



                                       2
<PAGE>

Treasurer, the Controller, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

               "Officers' Certificate" means a certificate signed by one or more
Officers, one of whom must be the principal executive officer, principal
financial officer or principal accounting officer of the Company.

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

               "Original Issue Discount Security" means any Security which
provides that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

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

               "principal" of a Security means the principal amount due on the
stated maturity of the Security plus the premium, if any, on the Security.

               "Securities" means the Securities authenticated and delivered
under this Indenture.

               "Securities Act" means the Securities Act of 1933, as amended
from time to time.

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

               "Subsidiary" means any corporation, partnership or limited
liability company of which the Company, or the Company and one or more
Subsidiaries, or any one or more Subsidiaries, directly or indirectly owns or
own (i) in the case of a corporation, voting securities entitling the holders
thereof to elect a majority of the directors, either at all times or so long as
there is no default or contingency which permits the holders of any other class
of securities to vote for the election of one or more directors, (ii) in the
case of a partnership, at least a majority of the general partnership interests
and at least a majority of total outstanding partnership interests or (iii) in
the case of a limited liability company, at least a majority of the membership
interests.

               "TIA" means the Trust Indenture Act of 1939, as amended from time
to time, and as in effect on the date of execution of this Indenture; provided,
however, that in the event the TIA is amended after such date, "TIA" means, to
the extent required by such amendment, the Trust Indenture Act, as so amended.

               "Trustee" means the party named as such above until a successor
becomes such pursuant to this Indenture and thereafter means or includes each
party who is then a trustee



                                       3
<PAGE>

hereunder, and if at any time there is more than one such party, "Trustee" as
used with respect to the Securities of any series means the Trustee with respect
to Securities of that series. If Trustees with respect to different series of
Securities are trustees under this Indenture, nothing herein shall constitute
the Trustees co-trustees of the same trust, and each Trustee shall be the
trustee of a trust separate and apart from any trust administered by any other
Trustee with respect to a different series of Securities.

               "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

               "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that is not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

SECTION 1.02   OTHER DEFINITIONS.

<TABLE>
<CAPTION>
Term                            Defined in Section
<S>                             <C>
"Bankruptcy Law"                        6.01
 --------------
"Custodian"                             6.01
 ---------
"Event of Default"                      6.01
 ----------------
"Legal Holiday"                        10.07
 -------------
"Paying Agent"                          2.03
 ------------
"Place of Payment"                      2.01
 ----------------
"redemption price"                      3.03
 ----------------
"Registrar"                             2.03
 ---------
</TABLE>

SECTION 1.03   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

               "indenture securities" means the Securities.

               "indenture securityholder" means a Securityholder.

               "indenture to be qualified" means this Indenture.



                                       4
<PAGE>

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

               "obligor" on the Securities means the Company and any successor
obligor on the Securities.

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

SECTION 1.04   RULES OF CONSTRUCTION.

               Unless the context otherwise requires:

                        (i)     a term has the meaning assigned to it;

                        (ii)    an accounting term not otherwise defined has the
                                meaning assigned to it in accordance with GAAP;

                        (iii)   "or" is not exclusive;

                        (iv)    words in the singular include the plural, and in
                                the plural include the singular; and

                        (v)     provisions apply to successive events and
                                transactions.

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.01   UNLIMITED IN AMOUNT, ISSUABLE IN SERIES, FORM AND DATING.

               The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

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

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

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


                                       5
<PAGE>

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

               (e)     the rate or rates that may be fixed or variable at which
the Securities of the series shall bear interest, if any, or the manner in which
such rate or rates shall be determined, the date or dates from which such
interest shall accrue, the interest payment dates on which such interest shall
be payable and the record dates for the determination of Holders to whom
interest is payable;

               (f)     the place or places where the principal of, premium, if
any, and any interest, if any, on Securities of the series shall be payable or
the method of such payment, if by wire transfer, mail or by other means, if
other than as provided herein;

               (g)     the price or prices at which (if any), the period or
periods within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in whole or
in part, at the option, or as an obligation, of the Company;

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

               (i)     the dates, if any, on which, and the price or prices at
which, the Securities of the series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations;

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

               (k)     if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02
hereof;

               (l)     any addition to, change in or deletion from the
covenants set forth in Articles 4 or 5 that applies to Securities of the series;

               (m)     any addition to or changes in the Events of Default with
respect to the Securities of a particular series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.02 hereof;

               (n)     the Trustee for the series of Securities;



                                       6
<PAGE>

               (o)     the forms of the Securities of the series in bearer or
fully registered form (and, if in fully registered form, whether the Securities
will be issuable, in whole or in part, as Global Securities);

               (p)     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 Depositary for such Global Security and Securities;

               (q)     the provisions, if any, relating to any security
provided for the Securities of the series;

               (r)     any other terms of the series (which terms may modify,
supplement or delete any provision of this Indenture with respect to such
series; provided, however, that no such term may modify or delete any provision
hereof if imposed by the TIA; and provided, further, that any modification or
deletion of the rights, duties or immunities of the Trustee hereunder shall have
been consented to in writing by the Trustee).

               (s)     the terms and conditions, if any, upon which the
Securities of the series shall be exchanged for or converted into other
securities of the Company or securities of another person;

               (t)     any depositories, interest rate calculation agents or
other agents with respect to Securities of such series if other than those
appointed herein;

               (u)     whether the Securities rank as senior subordinated
Securities or subordinated Securities or any combination thereof;

               (v)     the form and terms of any guarantee of any Securities of
the series.

               All Securities of any series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution or Officers' Certificate or in any such indenture
supplemental hereto.

               The principal of and any interest on the Securities shall be
payable at the office or agency of the Company designated in the form of
Security for the series (each such place herein called the "Place of Payment");
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear in the register of Securities referred to in Section 2.03
hereof.

               Each Security shall be in one of the forms approved from time to
time by or pursuant to a Board Resolution or Officers' Certificate, 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 or Officers' Certificate, the Company shall
deliver to the Trustee the Board Resolution or Officers' Certificate by or
pursuant to which such form of Security has been approved, which Board
Resolution or Officers' Certificate shall have attached thereto a true and
correct copy of the form of Security that has been approved by or pursuant
thereto.


                                       7
<PAGE>

               The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Security shall be dated the
date of its authentication.

SECTION 2.02   EXECUTION AND AUTHENTICATION.

               One or more Officers shall sign the Securities for the Company by
manual or facsimile signature.

               If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

               A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

               The Trustee shall authenticate Securities for original issue upon
a Company Order.

               The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

SECTION 2.03   REGISTRAR AND PAYING AGENT.

               The Company shall maintain an office or agency where Securities
of a particular series may be presented for registration of transfer or for
exchange (the "Registrar") and an office or agency where Securities of that
series may be presented for payment (a "Paying Agent"). The Registrar for a
particular series of Securities shall keep a register of the Securities of that
series and of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional paying agents for each series of
Securities. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Securityholder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture.

               If the Company fails to maintain a Registrar or Paying Agent for
any series of Securities, the Trustee shall act as such. The Company or any of
its Affiliates may act as Paying Agent, Registrar or co-Registrar.

               The Company hereby appoints the Trustee the initial Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time Securities of that
series are first issued.

SECTION 2.04   PAYING AGENT TO HOLD MONEY IN TRUST.

               Whenever the Company has one or more Paying Agents it will, prior
to each due date of the principal of or interest on, any Securities, deposit
with a Paying Agent a sum



                                       8
<PAGE>

sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

               The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent will hold in trust for the
benefit of the Securityholders of the particular series for which it is acting,
or the Trustee, all money held by the Paying Agent for the payment of principal
or interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and 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. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

SECTION 2.05   SECURITYHOLDER LISTS.

               The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven business days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

SECTION 2.06   TRANSFER AND EXCHANGE.

               Where Securities of a series are presented to the Registrar or a
co-Registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request.

               No service charge shall be made for any registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.09, 2.13, 3.06 or 9.04).

               The Company need not issue, and the Registrar or co-Registrar
need not register the transfer or exchange of, (i) any Security of a particular
series during a period beginning at the opening of business 15 days before the
day of any selection of Securities of that series for



                                       9
<PAGE>

redemption under Section 3.02 and ending at the close of business on the day of
selection, or (ii) any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security of that series being redeemed in
part.

SECTION 2.07   REPLACEMENT SECURITIES.

               If a mutilated Security is surrendered to the Trustee or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of same series if the Company's and the Trustee's
requirements are met. The Trustee or the Company may require an indemnity bond
to be furnished which is sufficient in the judgment of both to protect the
Company, the Trustee, and any Agent from any loss which any of them may suffer
if a Security is replaced. The Company may charge such Holder for its expenses
in replacing a Security.

               Every replacement Security is an obligation of the Company and
shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

SECTION 2.08   OUTSTANDING SECURITIES.

               The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, and those described in this
Section as not outstanding.

               If a Security is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

               If Securities are considered paid under Section 4.01, they cease
to be outstanding and interest on them ceases to accrue.

               Except as set forth in Section 2.09 hereof, a Security does not
cease to be outstanding because the Company or an Affiliate holds the Security.

               For each series of Original Issue Discount Securities, the
principal amount of such Securities that shall be deemed to be outstanding and
used to determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company shall advise the Trustee of such amount,
showing its computations in reasonable detail.

SECTION 2.09   TEMPORARY SECURITIES.

               Until definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities upon a
written order of the Company signed by one Officer of the Company. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for



                                       10
<PAGE>

temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities.

               Holders of temporary securities shall be entitled to all of the
benefits of this Indenture.

SECTION 2.10   CANCELLATION.

               The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return such
canceled Securities to the Company at the Company's written request. The Company
may not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.

SECTION 2.11   DEFAULTED INTEREST.

               If the Company fails to make a payment of interest on any series
of Securities, the Company, jointly and severally, shall pay such defaulted
interest plus (to the extent lawful) any interest payable on the defaulted
interest, in any lawful manner. It may elect to pay such defaulted interest,
plus any such interest payable on it, to the Persons who are Holders of such
Securities on which the interest is due on a subsequent special record date. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each such Security. The Company shall fix any such record
date and payment date for such payment. At least 15 days before any such record
date, the Company shall mail to Securityholders affected thereby a notice that
states the record date, payment date, and amount of such interest to be paid.

SECTION 2.12   SPECIAL RECORD DATES.

               (a)     The Company may, but shall not be obligated to, set a
record date for the purpose of determining the identity of Holders entitled to
consent to any supplement, amendment or waiver permitted by this Indenture. If a
record date is fixed, the Holders of Securities of that series outstanding on
such record date, and no other Holders, shall be entitled to consent to such
supplement, amendment or waiver or revoke any consent previously given, whether
or not such Holders remain Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities of that series required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.

               (b)     The Company may, but shall not be obligated to, fix any
day as a record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities of
that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction,



                                       11
<PAGE>

whether or not such Holders remain Holders after such record date; provided,
however, that no such action shall be effective hereunder unless taken on or
prior to the date 90 days after such record date.

SECTION 2.13   GLOBAL SECURITIES.

               (a)     Terms of Securities. A Board Resolution, a supplemental
indenture hereto or an Officers' Certificate shall establish whether the
Securities of a series shall be issued in whole or in part in the form of one or
more Global Securities and the Depositary for such Global Security or
Securities.

               (b)     Transfer and Exchange. Notwithstanding any provisions to
the contrary contained in Section 2.06 of this Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.06 of
this Indenture for securities registered in the names of Holders other than the
Depositary for such Security or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary within 90 days of such event or (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global Security shall be so exchangeable. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depositary shall direct in writing in
an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms.

        Except as provided in this paragraph (b) of this Section, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary, by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary.

               (c)     Legend. Any Global Security issued hereunder shall bear
a legend in substantially the following form:

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


                                       12
<PAGE>

                      "Transfer of this Global Security shall be limited to
               transfers in whole, but not in part, to nominees of DTC or to a
               successor thereof or such successor's nominee and limited to
               transfers made in accordance with the restrictions set forth in
               the Indenture referred to herein."

               (d)     Acts of Holders. The Depositary, as a Holder, may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under this Indenture.

               (e)     Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.01 hereof,
payment of the principal of and interest, if any, on any Global Security shall
be made to the Person specified therein.

               (f)     Consents, Declaration and Directions. Except as provided
in paragraph (e) of this Section, the Company, the Trustee and any Agent shall
treat a Person as the Holder of such principal amount of outstanding Securities
of such series represented by a Global Security as shall be specified in a
written statement of the Depositary with respect to such Global Security, for
purposes of obtaining any consents, declarations or directions required to be
given by the Holders pursuant to this Indenture.

SECTION 2.14   CUSIP NUMBERS.

               The Company in issuing any series of Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices 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 such Securities or as contained in any notice and that
reliance may be placed only on the other identification numbers printed on such
Securities, and any such action relating to such notice shall not be affected by
any defect in or omission of such numbers in such notice. The Company shall
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01   NOTICES TO TRUSTEE.

               If the Company elects to redeem Securities of any series pursuant
to any optional redemption provisions thereof, it shall notify the Trustee of
the redemption date and the principal amount of Securities of that series to be
redeemed.

               The Company shall give the notice provided for in this Section at
least 45 days before the redemption date (unless a shorter notice period shall
be satisfactory to the Trustee), which notice shall specify the provisions of
such Security pursuant to which the Company elects to redeem such Securities.


                                       13
<PAGE>

               If the Company elects to reduce the principal amount of
Securities of any series to be redeemed pursuant to mandatory redemption
provisions thereof, it shall notify the Trustee of the amount of, and the basis
for, any such reduction. If the Company elects to credit against any such
mandatory redemption Securities it has not previously delivered to the Trustee
for cancellation, it shall deliver such Securities with such notice.

SECTION 3.02   SELECTION OF SECURITIES TO BE REDEEMED.

               If less than all the Securities of any series are to be redeemed,
the Trustee shall select the Securities of that series to be redeemed by a
method that complies with the requirements of any exchange on which the
Securities of that series are listed, or, if the Securities of that series are
not listed on an exchange, by lot or by such other method as the Trustee deems
appropriate. The Trustee shall make the selection not more than 75 days and not
less than 30 days before the redemption date from Securities of that series
outstanding and not previously called for redemption. Except as otherwise
provided as to any particular series of Securities, Securities and portions
thereof that the Trustee selects shall be in amounts equal to the minimum
authorized denomination for Securities of the series to be redeemed or any
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities to be called for redemption.

SECTION 3.03   NOTICE OF REDEMPTION.

               Except as otherwise provided as to any particular series of
Securities, at least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption to each Holder whose Securities
are to be redeemed.

               The notice shall identify the Securities of the series to be
redeemed and shall state:

                        (1)     the redemption date;

                        (2)     the redemption price fixed in accordance with
the terms of the Securities of the series to be redeemed, plus accrued interest,
if any, to the date fixed for redemption (the "redemption price");

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

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

                        (5)     that Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price;

                                       14
<PAGE>

                        (6)     that, unless the Company defaults in payment of
the redemption price, interest on Securities called for redemption ceases to
accrue on and after the redemption date; and

                        (7)     the CUSIP number, if any, of the Securities to
be redeemed.

               At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice of the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

SECTION 3.04   EFFECT OF NOTICE OF REDEMPTION.

               Once notice of redemption is mailed in accordance with Section
3.03 hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the Redemption Price.

SECTION 3.05   DEPOSIT OF REDEMPTION PRICE.

               On or before 10:00 a.m., New York City time, on the redemption
date, the Company shall deposit with the Paying Agent (or, if the Company or any
Affiliate is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of all Securities called for redemption
on that date other than Securities that have previously been delivered by the
Company to the Trustee for cancellation. The Paying Agent shall return to the
Company any money not required for that purpose.

SECTION 3.06   SECURITIES REDEEMED IN PART.

               Upon surrender of a Security that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Security of same series equal in principal amount
to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01   PAYMENT OF SECURITIES.

               The Company, jointly and severally, shall pay or cause to be paid
the principal of and interest on the Securities on the dates and in the manner
provided in this Indenture and the Securities. Principal and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or an Affiliate, holds as of 10:00 a.m., New York City time, on that date
immediately available funds designated for and sufficient to pay all principal
and interest then due.

                                       15
<PAGE>

               To the extent lawful, the Company, jointly and severally, shall
pay interest on overdue principal and overdue installments of interest at the
rate per annum borne by the applicable series of Securities.

SECTION 4.02   MAINTENANCE OF OFFICE OR AGENCY.

               The Company shall maintain in the Borough of Manhattan, The City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) 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 shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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

               The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03   COMMISSION REPORTS.

               The Company shall deliver to the Trustee within 15 days after it
files them with the Commission copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act; provided, however the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the Commission. The Company also shall comply
with the other provisions of TIA 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).

SECTION 4.04   COMPLIANCE CERTIFICATE.

                                       16
<PAGE>

               The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, commencing within 120 days of
December 31, 2001, an Officers' Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or default and, if so, specifying each such failure or default and the
nature thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with Section
10.04 hereof.

               The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon becoming aware of any
Default or Event of Default, an Officers' Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05   TAXES.

               The Company shall pay prior to delinquency, all material taxes,
assessments, and governmental levies except as contested in good faith by
appropriate proceedings.

SECTION 4.06   STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07   CORPORATE EXISTENCE.

               Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate or limited liability company existence, as applicable, and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of each Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders.

SECTION 4.08   CALCULATION OF ORIGINAL ISSUE DISCOUNT.



                                       17
<PAGE>

               If, as of the end of any fiscal year of the Company, the Company
has any outstanding Original Issue Discount Securities under the Indenture, the
Company shall file with the Trustee promptly following the end of such fiscal
year (i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on such Original Issue
Discount Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be required
under the Internal Revenue Code of 1986, as amended from time to time.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01   WHEN COMPANY MAY MERGE, ETC.

               In addition to provisions applicable to a particular series of
Securities, the Company shall not consolidate or merge with or into (whether or
not the Company is the surviving Person), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to any Person unless:

                        (1)     the Company is the surviving Person or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized and existing
under the laws of the United States, any state thereof or the District of
Columbia;

                        (2)     the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have
been made assumes by supplemental indenture all the obligations of the Company
under the Securities and this Indenture; and

                        (3)     immediately prior to and after giving effect to
the transaction no Default or Event of Default shall have occurred and be
continuing.

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

SECTION 5.02   SUCCESSOR PERSON SUBSTITUTED.

               Upon any consolidation or merger, or any transfer by the Company
(other than by lease) of all or substantially all of the assets of the Company
in accordance with Section 5.01 hereof, the successor Person formed by such
consolidation or into which the Company is merged or to which such 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 Person had been named as the Company herein. In the event of any such
transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in

                                       18
<PAGE>
respect of the Securities and the Indenture, and the predecessor Company may be
dissolved, wound up or liquidated at any time thereafter.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01   EVENTS OF DEFAULT.

               An "Event of Default" occurs with respect to Securities of any
particular series if, unless as otherwise provided in the establishing Board
Resolution, Officers' Certificate or supplemental indenture hereto:

                        (1)     the Company defaults in the payment of interest
on any Security of that series when the same becomes due and payable and the
Default continues for a period of 30 days;

                        (2)     the Company defaults in the payment of the
principal of any Security of that series when the same becomes due and payable
at maturity, upon redemption or otherwise;

                        (3)     an Event of Default, as defined in the
Securities of that series, occurs and is continuing, or the Company fails to
comply with any of its other agreements in the Securities of that series or in
this Indenture with respect to that series and the Default continues for the
period and after the notice specified below;

                        (4)     the Company pursuant to or within the meaning of
any Bankruptcy Law:

                                (A)     commences a voluntary case;

                                (B)     consents to the entry of an order for
relief against it in an involuntary case;

                                (C)     consents to the appointment of a
Custodian of it or for all or substantially all of its property;

                                (D)     makes a general assignment for the
benefit of its creditors; or

                                (E)     admits in writing its inability
generally to pay its debts as the same become due.

                        (5)     a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:

                                (A)     is for relief against the Company in an
involuntary case;


                                       19
<PAGE>


                                (B)     appoints a Custodian of the Company or
for all or substantially all of its property; or

                                (C)     orders the liquidation of the Company;

        and the order or decree remains unstayed and in effect for 60 days.

                        (6)     any other Event of Default provided with respect
to Securities of that series which is specified in a Board Resolution, Officers'
Certificate or supplemental indenture establishing that series of Securities.

               The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

               A Default under clause (3) above is not an Event of Default with
respect to a particular series of Securities until the Trustee or the Holders of
at least 50% in principal amount of the then outstanding Securities of that
series notify the Company of the Default and the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." Such notice shall be given by the Trustee if so requested in writing
by the Holders of 50% of the principal amount of the then outstanding Securities
of that series.

SECTION 6.02   ACCELERATION.

               If an Event of Default with respect to Securities of any series
(other than an Event of Default specified in clauses (4) and (5) of Section
6.01) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 50% in principal amount of the then outstanding Securities
of that series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest on
all the Securities of that series to be due and payable on the Securities of
that series. Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately. If an Event of Default specified
in clause (4) or (5) of Section 6.01 occurs, all of such amount shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of a majority in principal amount of
the then outstanding Securities of that series by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default with
respect to that series have been cured or waived except nonpayment of principal
(or such lesser amount) or interest that has become due solely because of the
acceleration.

SECTION 6.03   OTHER REMEDIES.

               If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal or interest on the Securities of that series or to
enforce the performance of any provision of the Securities of that series or
this Indenture.

                                       20
<PAGE>


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

SECTION 6.04   WAIVER OF PAST DEFAULTS.

               Subject to Section 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series, by notice to the
Trustee, may waive an existing Default or Event of Default with respect to that
series and its consequences except a Default or Event of Default in the payment
of the principal (including any mandatory sinking fund or like payment) of or
interest on any Security of that series (provided, however, that the Holders of
a majority in principal amount of the outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).

SECTION 6.05   CONTROL BY MAJORITY.

               The Holders of a majority in principal amount of the then
outstanding Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy with respect to that series available
to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that is unduly prejudicial to the rights of another Holder of
Securities of that series, or that may involve the Trustee in personal
liability. The Trustee may take any other action which it deems proper that is
not inconsistent with any such direction.

SECTION 6.06   LIMITATION ON SUITS.

               A Holder of Securities of any series may not pursue a remedy with
respect to this Indenture or the Securities unless:

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

                        (2)     the Holders of at least 50% in principal amount
of the then outstanding Securities of that series make a written request to the
Trustee to pursue the remedy;

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

                        (4)     the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if requested, the
provision of indemnity; and

                        (5)     during such 60-day period the Holders of a
majority in principal amount of the then outstanding Securities of that series
do not give the Trustee a direction inconsistent with the request.


                                       21
<PAGE>

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

SECTION 6.07   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

SECTION 6.08   COLLECTION SUIT BY TRUSTEE.

               If an Event of Default specified in Section 6.01(1) or (2) hereof
occurs and is continuing with respect to Securities of any series, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount of principal (or such portion of the principal
as may be specified as due upon acceleration at that time in the terms of that
series of Securities) and interest, if any, remaining unpaid on the Securities
of that series then outstanding, together with (to the extent lawful) interest
on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07 hereof.

SECTION 6.09   TRUSTEE MAY FILE PROOFS OF CLAIM.

               The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relative to
the Company (or any other obligor on the Securities), its creditors or its
property and shall be entitled to and empowered to collect and receive any money
or other property payable or deliverable on any such claims and to distribute
the same, and any custodian in any such judicial proceedings is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.07 hereof.
Nothing contained herein 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.

SECTION 6.10   PRIORITIES.

               If the Trustee collects any money with respect to Securities of
any series pursuant to this Article, it shall pay out the money in the following
order:


                                       22
<PAGE>

                        First:  to the Trustee, its agents and attorneys for
                                amounts due under Section 7.07 hereof, including
                                payment of all compensation, expense and
                                liabilities incurred, and all advances made, by
                                the Trustee and the costs and expenses of
                                collection;

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

                        Third:  to the Company or to such party as a court of
                                competent jurisdiction shall direct.

               The Trustee may fix a record date and payment date for any
payment to Holders of Securities of any series pursuant to this Section. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.

SECTION 6.11   UNDERTAKING FOR COSTS.

               In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defense made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01   DUTIES OF TRUSTEE.

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

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

                        (i)     the duties of the Trustee shall be determined
                                solely by the express provisions of this
                                Indenture or the TIA and the Trustee need
                                perform only those duties that are specifically
                                set forth in this Indenture or the TIA and no
                                others, and no implied covenants or



                                       23
<PAGE>

                                obligations shall be read into this Indenture
                                against the Trustee; and

                        (ii)    in the absence of bad faith on its part, the
                                Trustee may conclusively rely, as to the truth
                                of the statements and the correctness of the
                                opinions expressed therein, upon certificates or
                                opinions furnished to the Trustee and conforming
                                to the requirements of this Indenture. However,
                                in the case of any certificates or opinions
                                which by any provision hereof are specifically
                                required to be furnished to the Trustee, the
                                Trustee shall examine the certificates and
                                opinions to determine whether or not they
                                conform to the requirements of this Indenture
                                (but need not confirm or investigate the
                                accuracy of mathematical calculations or other
                                facts stated therein).

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

                        (i)     this paragraph does not limit the effect of
                                paragraph (b) of this Section;

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

                        (iii)   the Trustee shall not be liable with respect to
                                any action it takes or omits to take in good
                                faith in accordance with a direction received by
                                it pursuant to Section 6.05 hereof.

                (d)     Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

                (e)     No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives security
and indemnity satisfactory to it against any loss, liability or expense.

                (f)     The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Absent written



                                       24
<PAGE>

instruction from the Company, the Trustee shall not be required to invest any
such money. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

SECTION 7.02   RIGHTS OF TRUSTEE.

               Subject to TIA Section 315(a) through (d):

               (a)     The Trustee may conclusively rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit.

               (b)     Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

               (c)     The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

               (d)     The Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers under the Indenture, unless the Trustee's conduct constitutes
negligence.

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

               (f)     The Trustee may consult with counsel of its selection
and may rely upon the advice of such counsel or any Opinion of Counsel.

               (g)     The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event that is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities generally or the Securities of a
particular series, as the case may be, and this Indenture.

SECTION 7.03   INDIVIDUAL RIGHTS OF TRUSTEE.

               The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA
Sections 310(b) and 311.

                                       25
<PAGE>

SECTION 7.04   TRUSTEE'S DISCLAIMER.

               The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

SECTION 7.05   NOTICE OF DEFAULTS.

               If a Default or Event of Default with respect to the Securities
of any series occurs and is continuing and if it is known to the Trustee, the
Trustee shall mail to all Holders of Securities of that series a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment on any such Security, the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of such
Securityholders.

SECTION 7.06   REPORTS BY TRUSTEE TO HOLDERS.

               Within 60 days after May 15 in each year, the Trustee with
respect to any series of Securities shall mail to Holders of Securities of that
series as provided in TIA Section 313(c) a brief report dated as of such May 15
that complies with TIA Section 313(a) (if such report is required by TIA Section
313(a)). The Trustee shall also comply with TIA Section 313(b).

               A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the Commission and
each stock exchange on which any of the Securities are listed, as required by
TIA Section 313(d). The Company shall notify the Trustee when the Securities are
listed on any stock exchange, and of any delisting thereof.

SECTION 7.07   COMPENSATION AND INDEMNITY.

               The Company, jointly and severally, shall pay to the Trustee from
time to time such compensation as shall be agreed upon in writing for its
services hereunder. The Company, jointly and severally, shall reimburse the
Trustee upon written request for all reasonable out-of-pocket expenses incurred
by it. Such expenses shall include the reasonable compensation and out-of-pocket
expenses of the Trustee's agents and counsel.

               The Company, jointly and severally, shall indemnify each of the
Trustee or any predecessor Trustee for any loss, liability, damage, claims or
expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it, without negligence or
bad faith on its part, in connection with the acceptance or administration of
this Indenture and its duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent.

               To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee in its



                                       26
<PAGE>

capacity as Trustee, except money or property held in trust to pay principal and
interest on particular Securities. Such lien will survive the satisfaction and
discharge of this Indenture.

               If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(4) or (5) hereof occurs, the expenses and
the compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

               This Section 7.07 shall survive the termination of this
Indenture.

SECTION 7.08   REPLACEMENT OF TRUSTEE.

               A resignation or removal of the Trustee with respect to one or
more or all series of Securities and appointment of a successor Trustee shall
become effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

               The Trustee may resign with respect to one or more or all series
of Securities by so notifying the Company in writing. The Holders of a majority
in principal amount of the then outstanding Securities of any series may remove
the Trustee as to that series by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company's consent. The Company may remove
the Trustee with respect to one or more or all series of Securities if:

                        (1)     the Trustee fails to comply with Section 7.10
hereof;

                        (2)     the Trustee is adjudged a bankrupt or an
insolvent;

                        (3)     a receiver or other public officer takes charge
of the Trustee or its property; or

                        (4)     the Trustee becomes incapable of acting.

               If, as to any series of Securities, the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee for that series. Within one
year after the successor Trustee with respect to any series takes office, the
Holders of a majority in principal amount of the then outstanding Securities of
that series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

               If the Trustee fails to comply with Section 7.10 hereof with
respect to any series, any Holder of Securities of that series who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for that series.

               A successor Trustee as to any series of Securities shall deliver
a written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after



                                       27
<PAGE>

that, the retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee (subject to the lien provided for in Section
7.07 hereof), the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture as to that series. The successor
Trustee shall mail a notice of its succession to the Holders of Securities of
that series.

               Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring trustee.

               In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and that (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
shall contain such provisions as shall be necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that nothing herein or in
such supplemental Indenture shall constitute such Trustee co-trustees of the
same trust and that each such Trustee shall be trustee of a trust hereunder
separate and apart from any trust hereunder administered by any other such
Trustee.

               Upon the execution and delivery of such supplemental Indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

SECTION 7.09   SUCCESSOR TRUSTEE BY MERGER, ETC.

               If the Trustee as to any series of Securities consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee as to that series.

SECTION 7.10   ELIGIBILITY; DISQUALIFICATION.

               Each series of Securities shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee as
to any series of Securities shall always have a combined capital and surplus of
at least $25,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b).

SECTION 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                                       28
<PAGE>


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

                                    ARTICLE 8
                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01   SATISFACTION AND DISCHARGE OF INDENTURE.

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

               (a)     either

                                (i)     all Securities theretofore authenticated
                                        and delivered (other than Securities
                                        that have been destroyed, lost or stolen
                                        and that have been replaced or paid)
                                        have been delivered to the Trustee for
                                        cancellation; or

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

                        (A)     have become due and payable, or

                        (B)     will become due and payable at their stated
maturity within one year, or

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

                        (D)     are deemed paid and discharged pursuant to
Section 8.03, as applicable;

        and the Company, in the case of (A), (B) or (C) above, has deposited or
        caused to be deposited with the Trustee as trust funds in trust an
        amount sufficient for the purpose of paying and discharging the entire
        indebtedness on such Securities not theretofore delivered to the Trustee
        for cancellation, for principal and interest to the date of such deposit
        (in the case of Securities that have become due and payable on or prior
        to the date of such deposit) or to the stated maturity or redemption
        date, as the case may be;

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


                                       29
<PAGE>

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof, and, if
money shall have been deposited with the Trustee pursuant to clause (a) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03 hereof, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.

SECTION 8.02   APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

               (a)     Subject to the provisions of Section 8.05 hereof, all
money deposited with the Trustee pursuant to Section 8.01 hereof, all money and
U.S. Government Obligations deposited with the Trustee pursuant to Section 8.03
or 8.04 hereof and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 hereof, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.03 and 8.04 hereof.

               (b)     The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Sections 8.03 or 8.04 hereof or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

               (c)     The Trustee shall deliver or pay to the Company from
time to time upon Company Request any U.S. Government Obligations or money held
by it as provided in Sections 8.03 or 8.04 hereof that, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or money were deposited
or received. This provision shall not authorize the sale by the Trustee of any
U.S. Government Obligations held under this Indenture.

SECTION 8.03   LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES.

               Unless this Section 8.03 is otherwise specified to be
inapplicable to Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
any such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense



                                       30
<PAGE>

of the Company, shall, upon Company Request, execute proper instruments
acknowledging the same), except as to:

                (a)     the rights of Holders of Securities of such series to
receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of an each installment of principal of or interest on the
outstanding Securities of such series on the stated maturity of such principal
of or interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series;

                (b)     the Company's obligations with respect to such
Securities of such series under Sections 2.03, 2.06 and 2.07 hereof; and

                        (a)     the rights, powers, trust and immunities of the
        Trustee hereunder and the duties of the Trustee under Section 8.02
        hereof and the duty of the Trustee to authenticate Securities of such
        series issued on registration of transfer of exchange;

        provided that, the following conditions shall have been satisfied:

                (c)     the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if
any, on all the Securities of such series on the dates such installments of
interest or principal are due;

                (d)     such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it is bound;

                (e)     no Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;

                (f)     the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the Securities of such series will not recognize



                                       31
<PAGE>

income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge had not occurred;

               (g)     the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of the Securities of such series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company;

               (h)     such deposit shall not result in the trust arising from
such deposit constituting an investment company (as defined in the Investment
Company Act of 1940, as amended), or such trust shall be qualified under such
Act or exempt from regulation thereunder; and

               (i)     the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this Section have been complied with.

SECTION 8.04   COVENANT DEFEASANCE.

               Unless this Section 8.04 is otherwise inapplicable to Securities
of any series, on and after the 91st day after the date of the deposit referred
to in subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08 and 5.01 hereof as well as any additional covenants contained in a
supplemental indenture hereto for a particular series of Securities or a Board
Resolution or an Officers' Certificate delivered pursuant to Section 2.01(n)
hereof (and the failure to comply with any such provisions shall not constitute
a Default or Event of Default under Section 6.01 hereof) and the occurrence of
any event described in clause (e) of Section 6.01 hereof shall not constitute a
Default or Event of Default hereunder, with respect to the Securities of such
series, provided that the following conditions shall have been satisfied:

               (a)     With reference to this Section 8.04, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.03 hereof) with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, cash in U.S. Dollars and/or U.S. Government Obligations which
through the payment of interest and principal in respect thereof, in accordance
with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the
due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of
the Securities of such series on the dates such installments of interest or
principal are due;

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<PAGE>

               (b)     Such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it is bound;

               (c)     No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;

               (d)     The Company shall have delivered to the Trustee an
Opinion of Counsel confirming that Holders of the Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

               (e)     The Company shall have delivered to the Trustee an
Officers' Certificate stating the deposit was not made by the Company with the
intent of preferring the Holders of the Securities of such series over any other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and

               (f)     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 defeasance contemplated
by this Section have been complied with.

SECTION 8.05   REPAYMENT TO COMPANY.

               The Trustee and the Paying Agent shall pay to the Company upon
the Company's request any money held by them for the payment of principal or
interest that remains unclaimed for two years after the date upon which such
payment shall have become due. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person.

                                    ARTICLE 9
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

SECTION 9.01   WITHOUT CONSENT OF HOLDERS.

               The Company and the Trustee as to any series of Securities may
supplement or amend this Indenture or the Securities without notice to or the
consent of any Securityholder:

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

                        (2)     to comply with Article 5;

                        (3)     to comply with any requirements of the
Commission in connection with the qualification of this Indenture under the TIA;

                                       33
<PAGE>

                        (4)     to provide for uncertificated Securities in
addition to or in place of certificated Securities;

                        (5)     to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of Securities,
provided, however, that any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such
provision or (B) shall become effective only when there is no outstanding
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision;

                        (6)     to make any change that does not adversely
affect in any material respect the interests of the Securityholders of any
series; or

                        (7)     to establish additional series of Securities as
permitted by Section 2.01 hereof.

SECTION 9.02   WITH CONSENT OF HOLDERS.

               Subject to Section 6.07, the Company and the Trustee as to any
series of Securities may amend this Indenture or the Securities of that series
with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities of each series affected by the amendment, with each
such series voting as a separate class. The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

                        (1)     reduce the percentage of the principal amount of
Securities whose Holders must consent to an amendment or waiver;

                        (2)     reduce the amount of, or postpone the date fixed
for, the payment of any sinking fund or analogous provision;

                        (3)     reduce the rate of, or change the time for
payment of interest on, any Security;

                        (4)     reduce the principal of or change the fixed
maturity of any Security or waive a redemption payment or alter the redemption
provisions with respect thereto;

                        (5)     make any Security payable in money other than
that stated in the Security (including defaulted interest);

                        (6)     reduce the principal amount of Original Issue
Discount Securities payable upon acceleration of the maturity thereof;



                                       34
<PAGE>

                        (7)     make any change in Section 6.04, 6.07 or this
Section 9.02; or

                        (8)     waive a default in the payment of the principal
of, or interest on, any Security, except to the extent otherwise provided for in
Section 6.02 hereof.

               An amendment or waiver under this Section that waives, changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular series of
Securities, or that modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

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

               The Company shall mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver.

SECTION 9.03   REVOCATION AND EFFECT OF CONSENTS.

               Until an amendment or waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security; provided, however, that unless a record date shall have
been established pursuant to Section 2.12(a) hereof, any such Holder or
subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date on
which the amendment or waiver becomes effective. An amendment or waiver shall
become effective on receipt by the Trustee of consents from the Holders of the
requisite percentage principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

SECTION 9.04   NOTATION ON OR EXCHANGE OF SECURITIES.

               If an amendment or waiver changes the terms of a Security: (a)
the Trustee may require the Holder of the Security to deliver it to the Trustee,
the Trustee may, at the written direction of the Company and at the Company's
expense, place an appropriate notation on the Security about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation on
any Security thereafter authenticated; or (b) if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms.

SECTION 9.05   TRUSTEE TO SIGN AMENDMENTS, ETC.

               The Trustee shall receive an Opinion of Counsel stating that the
execution of any amendment or waiver proposed pursuant to this Article is
authorized or permitted by this



                                       35
<PAGE>

Indenture. Subject to the preceding sentence, the Trustee shall sign such
amendment or waiver if the same does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver that affects the
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise.

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION 10.01  INDENTURE SUBJECT TO TRUST INDENTURE ACT.

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

SECTION 10.02  NOTICES.

               Any notice or communication is duly given if in writing and
delivered in person or sent by first-class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next-day
delivery, addressed as follows:

               If to the Company:

                             Entercom Radio, LLC
                             c/o Entercom Communications Corp.
                             401 City Avenue, Suite 409
                             Bala Cynwyd, Pennsylvania 19004
                             Attention:  __________________
                             Telephone:  _________________
                             Facsimile:   _________________



               If to the Trustee:

                         _____________________
                         _____________________
                         _____________________
                         Attention: ____________________
                         Telephone: ____________________
                         Facsimile: ____________________

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

               All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when receipt



                                       36
<PAGE>

acknowledged, if telecopied; and the next business day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next-day delivery.

               Any notice or communication to a Securityholder shall be mailed
by first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

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

SECTION 10.03  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 10.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

               Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

               (a)     an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

               (b)     an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

SECTION 10.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

               Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided for in Section 4.03 hereof) shall include:

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

                       (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 such Person,
he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


                                       37
<PAGE>

                       (4)     a statement as to whether or not, in the opinion
of such Person, such condition or covenant has been complied with; provided,
however, that with respect to matters of fact an Opinion of Counsel may rely on
an officer's certificate or certificates of public officials.

SECTION 10.06  RULES BY TRUSTEE AND AGENTS.

               The Trustee as to Securities of any series may make reasonable
rules for action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

SECTION 10.07  LEGAL HOLIDAYS.

               A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in New York, New York or Los Angeles, California, are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 10.08  NO RECOURSE AGAINST OTHERS.

               A past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company or any successor Person
shall not have any liability for any obligations of the Company under any series
of Securities, or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration of issuance of the Securities.

SECTION 10.09  COUNTERPARTS.

               This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

SECTION 10.10  GOVERNING LAW.

               The internal laws of the State of New York shall govern this
Indenture and the Securities, without regard to the conflict of laws provisions
thereof.

SECTION 10.11  SEVERABILITY.

               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 10.12  EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC.

                                       38
<PAGE>

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

SECTION 10.13  SUCCESSORS AND ASSIGNS.

               All covenants and agreements of the Company in this Indenture and
the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 10.14  NO INTERPRETATION OF OTHER AGREEMENTS.

               This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Subsidiary. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.



                            [Signature Page Follows]



                                       39
<PAGE>

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



                                            ENTERCOM RADIO, LLC
                                            ENTERCOM CAPITAL, INC.

                                            BY:
                                                   -----------------------------
                                                   Name:
                                                   Title:




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


                                            By:
                                                   -----------------------------
                                                   Name:
                                                   Title: