<PAGE>


--------------------------------------------------------------------------------
                                                                    EXHIBIT 4.14

                      MEDIACOM COMMUNICATIONS CORPORATION,

                                    as Issuer

                                       and

                          ----------------------------,

                                   as Trustee

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


                                    Indenture

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

                            Dated as of _____________

                          Subordinated Debt Securities
--------------------------------------------------------------------------------

<PAGE>



               Reconciliation and tie between Trust Indenture Act
              of 1939 and Indenture, dated as of ________________/1/

Trust Indenture
Act Section                                                 Indenture Section
(S) 310(a) ................................................   609
(S) 310(b) ................................................   608, 610
(S) 310(c) ................................................   Not Applicable
(S) 311(a) ................................................   613
(S) 311(b) ................................................   613
(S) 311(c) ................................................   Not Applicable
(S) 312(a) ................................................   701, 702(a)
(S) 312(b) ................................................   702
(S) 312(c) ................................................   702(c)
(S) 313(a) ................................................   703(a)
(S) 313(b) ................................................   703(b)
(S) 313(c) ................................................   703(b)
(S) 313(d) ................................................   703(c)
(S) 314(a) ................................................   704
(S) 314(b) ................................................   Not Applicable
(S) 314(c) ................................................   102
(S) 314(d) ................................................   Not Applicable
(S) 314(e) ................................................   102
(S) 314(f) ................................................   Not Applicable
(S) 315(a) ................................................   601(a)
(S) 315(b) ................................................   602
(S) 315(c) ................................................   601(b)
(S) 315(d) ................................................   601(c)
(S) 315(e) ................................................   514
(S) 316(a)(1) .............................................   512, 513
(S) 316(b) ................................................   508
(S) 316(c) ................................................   104(d)
(S) 317(a)(1) .............................................   503
(S) 317(a)(2) .............................................   504
(S) 317(b) ................................................   1003
(S) 318(a) ................................................   111

----------
/1/ This reconciliation and tie shall not, for any purpose, be deemed to be part
of the Indenture.


<PAGE>


<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page

                                                    ARTICLE ONE
                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>                   <C>                                                                                       <C>
Section 101.          Definitions ................................................................................1
Section 102.          Compliance Certificates and Opinions .......................................................6
Section 103.          Form of Documents Delivered to Trustee .....................................................7
Section 104.          Acts of Holders ............................................................................7
Section 105.          Notices, Etc., .............................................................................8
Section 106.          Notice to Holders; Waiver ..................................................................8
Section 107.          Effect of Headings and Table of Contents ...................................................8
Section 108.          Successors and Assigns .....................................................................9
Section 109.          Separability Clause ........................................................................9
Section 110.          Benefits of Indenture ......................................................................9
Section 111.          Conflict with Trust Indenture Act ..........................................................9
Section 112.          Governing Law ..............................................................................9
Section 113.          Legal Holidays .............................................................................9
Section 114.          No Personal Liability of Directors, Officers, Employees, Stockholders or Incorporators .....9

                                                    ARTICLE TWO
                                                   SECURITY FORMS

Section 201.          Forms Generally ...........................................................................10
Section 202.          Form of Trustee's Certificate of Authentication ...........................................10
Section 203.          Securities Issuable in the Form of a Global Security ......................................10

                                                   ARTICLE THREE
                                                   THE SECURITIES

Section 301.          Amount Unlimited; Issuable in Series ......................................................12
Section 302.          Denominations .............................................................................14
Section 303.          Execution, Authentication, Delivery and Dating ............................................14
Section 304.          Temporary Securities ......................................................................15
Section 305.          Registration, Registration of Transfer and Exchange .......................................16
Section 306.          Mutilated, Destroyed, Lost and Stolen Securities ..........................................16
Section 307.          Payment of Interest; Interest Rights Preserved ............................................17
Section 308.          Persons Deemed Owners .....................................................................18
Section 309.          Cancellation ..............................................................................18
Section 310.          Computation of Interest ...................................................................18

                                                   ARTICLE FOUR
                                            SATISFACTION AND DISCHARGE

Section 401.          Satisfaction and Discharge of Indenture ...................................................18
Section 402.          Application of Trust Funds; Indemnification ...............................................19
Section 403.          Defeasance and Discharge of Indenture .....................................................20
Section 404.          Defeasance of Certain Obligations .........................................................21
</TABLE>

                                                       - i -

<PAGE>



<TABLE>
<CAPTION>

                                                    ARTICLE FIVE
                                                      REMEDIES

<S>                   <C>                                                                                       <C>
Section 501.          Events of Default .........................................................................22
Section 502.          Acceleration of Maturity; Rescission and Annulment ........................................23
Section 503.          Collection of Indebtedness and Suits for Enforcement by Trustee ...........................24
Section 504.          Trustee May File Proofs of Claim ..........................................................24
Section 505.          Trustee May Enforce Claims Without Possession of Securities ...............................25
Section 506.          Application of Money Collected ............................................................25
Section 507.          Limitation on Suits .......................................................................26
Section 508.          Unconditional Right of Holders to Receive Principal, Premium and Interest .................26
Section 509.          Restoration of Rights and Remedies ........................................................26
Section 510.          Rights and Remedies Cumulative ............................................................26
Section 511.          Delay or Omission Not Waiver ..............................................................27
Section 512.          Control by Holders ........................................................................27
Section 513.          Waiver of Past Defaults ...................................................................27
Section 514.          Undertaking for Costs .....................................................................27

                                                    ARTICLE SIX
                                                    THE TRUSTEE

Section 601.          Certain Duties and Responsibilities .......................................................28
Section 602.          Notice of Defaults ........................................................................29
Section 603.          Certain Rights of Trustee .................................................................29
Section 604.          Trustee Not Responsible for Recitals or Issuance of Securities ............................30
Section 605.          May Hold Securities .......................................................................30
Section 606.          Money Held in Trust .......................................................................30
Section 607.          Compensation and Reimbursement ............................................................30
Section 608.          Disqualification; Conflicting Interests ...................................................31
Section 609.          Corporate Trustee Required; Eligibility ...................................................31
Section 610.          Resignation and Removal; Appointment of Successor .........................................31
Section 611.          Acceptance of Appointment by Successor ....................................................32
Section 612.          Merger, Conversion, Consolidation or Succession to Business ...............................33
Section 613.          Preferential Collection of Claims Against Issuer ..........................................34

                                                   ARTICLE SEVEN
                                  HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 701.          The Issuer to Furnish Trustee Names and Addresses .........................................34
Section 702.          Preservation of Information; Communications to Holders ....................................34
Section 703.          Reports by Trustee ........................................................................36
Section 704.          Reports by Issuer .........................................................................36

                                                   Article Eight
                                      MERGER, CONSOLIDATION, OR SALE OF ASSETS

Section 801.          When Issuer May Merge or Transfer Assets ..................................................36
Section 802.          Officers' Certificate and Opinion of Counsel ..............................................37
Section 803.          Successor Corporation Substituted .........................................................37
</TABLE>

                                                       - ii -

<PAGE>


<TABLE>
<CAPTION>

                                                    ARTICLE NINE
                                       AMENDMENTS AND SUPPLEMENTAL INDENTUREs

<S>                   <C>                                                                                       <C>
Section 901.          Amendments or Supplemental Indentures without Consent of Holders ..........................37
Section 902.          Amendments or Supplemental Indentures with Consent of Holders .............................38
Section 903.          Execution of Supplemental Indentures ......................................................39
Section 904.          Effect of Supplemental Indentures .........................................................39
Section 905.          Conformity with Trust Indenture Act .......................................................39
Section 906.          Reference in Securities to Supplemental Indentures ........................................39

                                                    ARTICLE TEN
                                                     COVENANTS

Section 1001.         Payment of Principal, Premium, if Any, and Interest .......................................39
Section 1002.         Maintenance of Office or Agency ...........................................................40
Section 1003.         Money for Securities; Payments to Be Held in Trust ........................................40
Section 1004.         Corporate Existence .......................................................................41
Section 1005.         Payment of Taxes and Other Claims .........................................................41
Section 1006.         Compliance with Laws ......................................................................42
Section 1007.         Statement by Officers as to Default .......................................................42
Section 1008.         Waiver of Certain Covenants ...............................................................42

                                                   ARTICLE ELEVEN
                                              REDEMPTION OF SECURITIES

Section 1101.         Applicability of Article ..................................................................42
Section 1102.         Election to Redeem; Notice to Trustee .....................................................42
Section 1103.         Selection by Trustee of Securities to Be Redeemed .........................................43
Section 1104.         Notice of Redemption ......................................................................43
Section 1105.         Deposit of Redemption Price ...............................................................44
Section 1106.         Securities Payable on Redemption Date .....................................................44
Section 1107.         Securities Redeemed in Part ...............................................................44

                                                   ARTICLE TWELVE
                                                   SINKING FUNDS

Section 1201.         Applicability of Article ..................................................................45
Section 1202.         Satisfaction of Sinking Fund Payments with Securities .....................................45
Section 1203.         Redemption of Securities for Sinking Fund .................................................45

                                                  ARTICLE THIRTEEN
                                                   SUBORDINATION

Section 1301.         Agreement to Subordinate ..................................................................46
Section 1302.         Default on Senior Indebtedness ............................................................46
Section 1303.         Liquidation; Dissolution; Bankruptcy ......................................................47
Section 1304.         Subrogation ...............................................................................48
Section 1305.         Trustee to Effectuate Subordination .......................................................49
Section 1306.         Notice by the Issuer ......................................................................49
Section 1307.         Rights of the Trustee; Holders of Senior Indebtedness .....................................50
Section 1308.         Subordination May Not Be Impaired .........................................................50
Section 1309.         Article Applicable to Paying Agents .......................................................50
</TABLE>

                                                      - iii -

<PAGE>



<TABLE>
<S>                   <C>                                                                                       <C>
Section 1310.         Defeasance of this Article                                                                 50
Section 1311.         Subordination Language to be Included in Securities                                        51
</TABLE>


                                                       - iv -

<PAGE>


         INDENTURE, dated as of ______________ between MEDIACOM COMMUNICATIONS
CORPORATION, a Delaware corporation (the "Issuer"), having its principal office
at 100 Crystal Run Road, Middletown, New York 10941, and
_______________________, a __________ banking corporation, as trustee (the
"Trustee").

                             RECITALS OF THE ISSUER

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

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

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

         (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

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

         (d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and

         (e)  the word "or" is not exclusive.

         "Act," when used with respect to any Holder, shall have the meaning
ascribed thereto in Section 104.

         "Affiliate" means: (i) any Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Issuer; (ii) any spouse, immediate family member or other
relative who has the same principal residence as any Person described in clause


<PAGE>



(i) above; (iii) any trust in which any such Person described in clause (i) or
(ii) above has a beneficial interest; and (iv) any corporation or other
organization of which any such Person described above collectively owns 5% or
more of the equity of such entity. For purposes of this definition, "control"
(including, with correlative meaning, the terms "controlling," "controlled by"
and "under common control with") when used with respect to any specified Person
includes the direct or indirect beneficial ownership of more than 5% of the
voting securities of such Person or the power to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.

         "Board of Directors" means either the board of directors of the Issuer
or any duly authorized committee of that board duly authorized to act hereunder.

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

         "Business Day" means, with respect to any Securities, a day other than
a Saturday, Sunday or other day on which commercial banking institutions are
authorized or required by law to close in New York City.

         "Capital Stock" for any entity means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) shares issued by that entity.

         "Certificated Securities" means Securities that are in registered
definitive form.

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

         "Common Stock" means the shares of Class A common stock, $0.01 par
value per share, of the Issuer existing on the date of this Indenture or any
other shares of Capital Stock of the Issuer into which such Class A common stock
shall be reclassified or changed.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time the trust created by this Indenture shall be administered,
which office, at the time of the execution of this Indenture, is located
at
   -------------------------------------------------------------.

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

         "Depositary" means, unless otherwise specified by the Issuer pursuant
to either Section 203 or 301, with respect to Securities of any series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation.

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

         "Global Security" means a Security issued to evidence all or a part of
any series of Securities which is executed by the Issuer and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and pursuant to a Issuer
Order, which shall be registered in the name of the Depositary or its nominee.

                                      - 2 -

<PAGE>

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

         "Holder Action" has the meaning specified in Section 702(d).

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more amendments or
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 301.

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

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

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

         "Issuer Request" or "Issuer Order" means a written request or order
signed in the name of the Issuer by its chairman of the board, its president or
a vice president, and by its treasurer, an assistant treasurer, its secretary or
an assistant secretary, and delivered to the Trustee.

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

         "Officers' Certificate" means a certificate signed by the chairman of
the board, the president or a vice president, and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary, of the Issuer, and delivered
to the Trustee.

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

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

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

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

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

               (3) Securities which have been paid pursuant to Section 306 or in
         exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture,


                                      - 3 -

<PAGE>

         other than any such Securities in respect of which there shall have
         been presented to the Trustee proof satisfactory to it that such
         Securities are held by a bona fide purchaser in whose hands such
         Securities are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Issuer or any other obligor upon the Securities or any Affiliate of the
Issuer or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or of such other obligor. In case of a dispute as to
such right, any decision by the Trustee shall be full protection to the Trustee.
Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Section 601, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purposes of any such determination.

         "Paying Agent" means any Person authorized by the Issuer to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Issuer.

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

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

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

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

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

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

         "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

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


                                      - 4 -


<PAGE>


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

         "Senior Indebtedness," unless otherwise specified in one or more
indentures supplemental hereto or approved pursuant to a Board Resolution in
accordance with Section 301, means, with respect to the Issuer, (i) the
principal (including redemption payments), premium, if any, interest and other
payment obligations in respect of (A) indebtedness of the Issuer for money
borrowed and (B) indebtedness evidenced by securities, debentures, bonds, notes
or other similar instruments issued by the Issuer, including any such securities
issued under any deed, indenture or other instrument to which the Issuer is a
party (including, for the avoidance of doubt, indentures pursuant to which
subordinated debentures have been or may be issued); (ii) all capital lease
obligations of the Issuer; (iii) all obligations of the Issuer issued or assumed
as the deferred purchase price of property, all conditional sale obligations of
the Issuer, all hedging agreements and agreements of a similar nature thereto
and all agreements relating to any such agreements, and all obligations of the
Issuer under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of the Issuer
for reimbursement on any letter of credit, banker's acceptance, security
purchase facility or similar credit transaction; (v) all obligations of the type
referred to in clauses (i) through (iv) above of other Persons for the payment
of which the Issuer is responsible or liable as obligor, guarantor or otherwise;
(vi) all obligations of the type referred to in clauses (i) through (v) above of
other Persons secured by any lien on any property or asset of the Issuer
(whether or not such obligation is assumed by the Issuer) and (vii) any
deferrals, amendments, renewals, extensions, modifications and refundings of all
obligations of the type referred to in clauses (i) through (vi) above, in each
case whether or not contingent and whether outstanding at the date hereof or
thereafter incurred, except, in each case, for the Securities and any such other
indebtedness or deferral, amendment, renewal, extension, modification or
refunding that contains express terms, or is issued under a deed, indenture or
other instrument, which contains express terms, providing that it is subordinate
to or ranks pari passu with the Securities. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions of this Indenture irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness and
notwithstanding that no express written subordination agreement may have been
entered into between the holders of such Senior Indebtedness and the Trustee or
any of the Holders.

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

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

         "Subsidiary" means, with respect to any Person:

                  (1) any corporation or company a majority of whose Capital
         Stock with voting power, under ordinary circumstances, to elect
         directors is, at the date of determination, directly or indirectly,
         owned by such Person (a "subsidiary"), by one or more subsidiaries of
         such Person or by such Person and one or more subsidiaries of such
         Person;

                  (2) a partnership in which such Person or a subsidiary of such
         Person is, at the date of determination, a general partner of such
         partnership; or


                  (3) any partnership, limited liability company or other Person
         in which such Person, a subsidiary of such Person or such Person and
         one or more subsidiaries of such Person, directly or indirectly, at the
         date of determination, has (x) at least a majority ownership interest
         or (y) the power to elect or appoint or direct the election or
         appointment of the managing partner or member


                                      - 5 -

<PAGE>

         of such Person or, if applicable, a majority of the directors or other
         governing body of such Person.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended
and in force at the date as of which this instrument was executed, except as
provided in Section 905.

         "U.S. Government Obligations" means securities which 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 to the timely
payment of principal and interest as a full faith and credit obligation by the
United States of America, which, in either case, are 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 which is a member of the Federal Reserve
System and having a combined capital and surplus of at least $50,000,000 as
custodian with respect to any such obligation evidenced by such depository
receipt or a specific payment of interest on or principal of any such 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 obligation
set forth in (i) or (ii) above or the specific payment of interest on or
principal of such obligation evidenced by such depository receipt.

Section 102. Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

         (b) 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;

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


                                      - 6 -


<PAGE>


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

Section 103. Form of Documents Delivered to Trustee.

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

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

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

Section 104. Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section.

         (b) The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in any reasonable manner which the Trustee deems sufficient.

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

         (d) If the Issuer shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Issuer may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Issuer
shall have no obligation to do so. Notwithstanding Trust Indenture Act Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction,

                                      - 7 -

<PAGE>

notice, consent, waiver or other Act maybe given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding Securities shall be computed
as of such record date; provided, however, that no such authorization, agreement
or consent by such Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

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

Section 105. Notices, Etc., to Trustee and the Issuer.

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

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

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

Section 106. Notice to Holders; Waiver.

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

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

Section 107. Effect of Headings and Table of Contents.

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

                                      - 8 -


<PAGE>


Section 108. Successors and Assigns.

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

Section 109. Separability Clause.

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

Section 110. Benefits of Indenture.

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

Section 111. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with another
provision which is required or deemed to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required or deemed provision
shall control.

Section 112. Governing Law.

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

Section 113. Legal Holidays.

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

Section 114. No Personal Liability of Directors, Officers, Employees,
                Stockholders or Incorporators.

         No manager, director, officer, employee, member, shareholder, partner
or incorporator of the Issuer or any Subsidiary, as such, shall have any
liability for any obligations of the Issuer under the Securities, this Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Security waives and releases all such
liability. Such waiver and release are part of the consideration for the
issuance of the Securities of each series.

                                      - 9 -


<PAGE>
                                  ARTICLE TWO
                                 SECURITY FORMS

Section 201. Forms Generally.

         The Securities of each series shall be in substantially the forms
established in one or more indentures supplemental hereto or approved from time
to time by or pursuant to a Board Resolution in accordance with Section 301, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or securities
regulatory authority or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the
Issuer and delivered to the Trustee at or prior to the delivery of the Issuer
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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

Section 202. Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication required by this Article
shall be in substantially the form set forth below.

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

                                         ______________________________________,
                                         as Trustee

                                         By ___________________________________"
                                                    Authorized Signatory

Section 203. Securities Issuable in the Form of a Global Security.

         (a) If the Issuer shall establish pursuant to Sections 201 and 301 that
the Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with Section 303 and the Issuer Order delivered to
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or its
custodian or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect:

"UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II)
BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A

                                     - 10 -


<PAGE>

SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, 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 REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ISSUER AND ANY PAYMENT IS MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN."

         (b) Notwithstanding any other provision of this Section or of Section
305, unless the terms of a Global Security expressly permit such Global Security
to be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 305, only to another nominee of the Depositary for such Global Security,
or to a successor Depositary for such Global Security selected or approved by
the Issuer or to a nominee of such successor Depositary.

         (c) (1) If at any time the Depositary for a Global Security notifies
         the Issuer that it is unwilling or unable to continue as Depositary for
         such Global Security or if at any time the Depositary for the
         Securities for such series shall no longer be eligible or in good
         standing under the Securities Exchange Act of 1934, as amended, or
         other applicable statute or regulation, the Issuer shall appoint a
         successor Depositary with respect to such Global Security. If a
         successor Depositary for such Global Security is not appointed by the
         Issuer within 90 days after the Issuer receives such notice or becomes
         aware of such ineligibility, the Issuer will execute an Issuer Order
         for the authentication and delivery of individual Securities of such
         series in exchange for such Global Security, and the Trustee, upon
         receipt of such Issuer Order, will authenticate and deliver individual
         Securities of such series of like tenor and terms in definitive form in
         an aggregate principal amount equal to the principal amount of the
         Global Security in exchange for such Global Security.

             (2) If an Event of Default shall have occurred and be continuing or
         an event shall have occurred which with the giving of notice or lapse
         of time or both, would constitute an Event of Default with respect to
         the Securities represented by such Global Security, the Trustee, upon
         receipt of a Issuer Order for the authentication and delivery of
         individual Securities of such series in exchange for such Global
         Security, will authenticate and deliver individual Securities of such
         series of like tenor and terms in definitive form in an aggregate
         principal amount equal to the principal amount of the Global Security
         in exchange for such Global Security.

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

             (4) If specified by the Issuer pursuant to Section 301 with respect
         to Securities issued or issuable in the form of a Global Security, the
         Depositary for such Global Security may surrender such Global Security
         in exchange in whole or in part for individual Securities of such
         series of like tenor and terms in definitive form on such terms as are
         acceptable to the Issuer and

                                     - 11 -

<PAGE>

         such Depositary. Thereupon the Issuer shall execute, and the Trustee
         shall authenticate and deliver, without service charge, (i) to each
         Person specified by such Depositary a new Security or Securities of the
         same series of like tenor and terms and of any authorized denomination
         of $1,000 and any integral multiple thereof as requested by such Person
         in aggregate principal amount equal to and in exchange for such
         Person's beneficial interest in the Global Security; and (ii) to such
         Depositary a new Global Security of like tenor and terms and in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of Securities delivered to Holders thereof.

             (5) In any exchange provided for in any of the preceding four
         paragraphs, the Issuer will execute and the Trustee will authenticate
         and deliver individual Securities in definitive registered form in
         authorized denominations of $1,000 and any integral multiple thereof.
         Upon the exchange of a Global Security for individual Securities, such
         Global Security shall be cancelled by the Trustee. Securities issued in
         exchange for a Global Security pursuant to this Section shall be
         registered in such names and in such authorized denominations as the
         Depositary for such Global Security, pursuant to instructions from its
         direct or indirect participants or otherwise, shall instruct the
         Trustee. The Trustee shall deliver such Securities to the persons in
         whose names such Securities are so registered.

                                 ARTICLE THREE
                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

             (1) any limit upon the aggregate principal amount of the Securities
         of the series which may be authenticated and delivered under this
         Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 203, 304, 305, 306, 906
         or 1107);

             (2) the issue price, expressed as a percentage of the aggregate
         principal amount;

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

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

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

                                     - 12 -


<PAGE>

             (6) the period of periods within which, the price or prices or
         ratios at which and the terms and conditions upon which Securities of
         the series may be redeemed, converted or exchanged, in whole or in
         part;

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

             (8) if other than the full principal amount, the portion of the
         principal amount of Debt Securities of the series which will be payable
         upon declaration of acceleration or provable in bankruptcy;

             (9) any events of default not set forth in this Indenture;

             (10) the currency or currencies, including composite currencies, in
         which payment of the principal of (and premium, if any) and interest,
         if any, on such Securities shall be payable (if other than the currency
         of the United States of America), which unless otherwise specified
         shall be the currency of the United States of America as at the time of
         payment is legal tender for payment of public or private debts;

             (11) if the principal of (and premium, if any), or interest, if
         any, on such Securities are to be payable, at the election of the
         Issuer or any Holder thereof, in a coin or currency other than that in
         which such Securities are stated to be payable, then the period or
         periods within which, and the terms and conditions upon which, such
         election may be made;

             (12) whether interest will be payable in cash or additional
         Securities at the Issuer's or the Holders' option and the terms and
         conditions upon which the election may be made;

             (13) if such Securities are to be denominated in a currency or
         currencies, including composite currencies, other than the currency of
         the United States of America, the equivalent price in the currency of
         the United States of America for purposes of determining the voting
         rights of Holders of such Securities as Outstanding Securities under
         this Indenture;

             (14) if the amount of payments of principal of (and premium, if
         any), or portions thereof, or interest, if any, on such Securities may
         be determined with reference to an index, formula or other method based
         on a coin or currency other than that in which such Securities are
         stated to be payable, the manner in which such amounts shall be
         determined;

             (15) any restrictive covenants or other material terms relating to
         the offered debt securities, which covenants and terms shall not be
         inconsistent with the provisions of this Indenture;

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

             (17) if other than as set forth in this Indenture, any terms with
         respect to subordination of such Securities, including, without
         limitation, the definition of "Senior Indebtedness";

             (18) any listing of such Securities on any securities exchange;


                                     - 13 -

<PAGE>

             (19) additional or alternative provisions, if any, related to
         defeasance and discharge of the offered debt securities;

             (20) the applicability of any guarantees;

             (21) if convertible into Common Stock, the terms on which such
         Securities are convertible, including the initial conversion price, the
         conversion period, any events requiring an adjustment of the applicable
         conversion price and any requirements relating to the reservation of
         such Common Stock for purposes of conversion;

             (22) provisions, if any, granting special rights to the Holders of
         Securities of the series upon the occurrence of such events as may be
         specified;

             (23) each initial Place of Payment; and

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

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

         If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the secretary or an assistant secretary of the
Issuer and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the Securities of any series.

Section 302. Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Issuer by its
chairman of the Board of Directors, a vice chairman, its president or one of its
vice presidents, under its corporate seal reproduced thereon attested by its
secretary or one of its assistant secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities of any series executed by the
Issuer to the Trustee for authentication, together with a Issuer Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Issuer Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
or by one or more indentures supplemental hereto as provided by Section 901, in

                                     - 14 -


<PAGE>

authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

             (1) that such form has been established in conformity with the
         provisions of this Indenture;

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

             (3) that this Indenture and such Securities, when authenticated and
         delivered by the Trustee and issued by the Issuer in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Issuer,
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, fraudulent conveyance, reorganization and other laws of
         general applicability relating to or affecting the enforcement of
         creditors' rights and to general equity principles;

             (4) that all laws and requirements in respect of the execution and
         delivery by the Issuer of the Securities have been complied with; and

             (5) such other matters as the Trustee may reasonably request.

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

         Each Security shall be dated the date of its authentication unless
otherwise provided by the terms established and contemplated by Section 301.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

Section 304. Temporary Securities.

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

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

                                     - 15 -


<PAGE>

authorized denominations. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

Section 305. Registration, Registration of Transfer and Exchange.

         The Issuer shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 1002 or at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Issuer in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to
Section 203 and to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Securities and of transfers of Securities.
The Trustee initially is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided. The
Issuer may act as Security Registrar and may change or appoint a Security
Registrar without prior notice to Holders or to the Trustee.

         Subject to Section 203, upon surrender for registration of transfer of
any Security of any series at the office or agency in a Place of Payment for
that series, the Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

         Subject to Section 203, at the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

         Subject to Section 203, all Securities issued upon any registration or
transfer or exchange of Securities shall be valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 203, 304, 906 or 1107 not involving any transfer.

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

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If there shall be delivered to the Trustee (i)(A) any mutilated
Security or (B) evidence to their satisfaction of the destruction, loss or theft
of any Security and (ii) such security or indemnity as may be required by them
to hold each of them and any agent of either of them harmless, then, in the
absence of

                                     - 16 -


<PAGE>

notice to the Issuer or the Trustee that such Security has been acquired by a
bona fide purchaser, the Issuer shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for such mutilated Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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

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

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

Section 307. Payment of Interest; Interest Rights Preserved.

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

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

             (1) The Issuer may elect to make payment of any Defaulted Interest
         to the Persons in whose names the Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Issuer
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security of such series and the date of the
         proposed payment, and at the same time the Issuer shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Issuer of such Special Record Date
         and, in the name and at the expense of the Issuer, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Securities of such series at his address as it appears in the
         Security Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and

                                     - 17 -


<PAGE>

         the Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

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

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

Section 308. Persons Deemed Owners.

         Subject to Section 203, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the
Trustee shall be affected by notice to the contrary.

Section 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Issuer may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. The Trustee shall destroy cancelled Securities and deliver a
certificate of such destruction to the Issuer.

Section 310. Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for the
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of 12 30-day months.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.

         This Indenture shall upon the Issuer Request cease to be of further
effect with respect to any series of Securities (except as to (i) surviving
rights of registration of transfer or exchange of Securities expressly provided
for, (ii) rights hereunder of Holders to receive payments of principal of, and
premium, if any, and interest on, Securities, and other rights, duties and
obligations of the Holders as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee, (iii) remaining obligations of the Issuer
to make mandatory sinking fund payments and (iv) the rights, obligations and
immunities of the Trustee hereunder), and the Trustee, at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to any series of Securities, when

                                     - 18 -

<PAGE>

         (1) either

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

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

                (i) have become due and payable ; or

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

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

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

             (2) if all series of Securities are being discharged the Issuer has
         paid or caused to be paid all other sums payable hereunder by the
         Issuer; and

             (3) the Issuer 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 satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the next to
last paragraph of Section 1003 shall survive any such satisfaction and
discharge.

Section 402. Application of Trust Funds; Indemnification.

         (a) Subject to the provisions of the next to last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section
403 or 404 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 403 or 404 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 Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Section 403 or 404, but such money need
not be segregated from other funds except to the extent required by law.

                                     - 19 -


<PAGE>

         (b) The Issuer 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 Section 403 or 404, 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 Issuer from time to time
upon Issuer Request any U.S. Government Obligations or money held by it as
provided in Section 403 or 404 which, in the opinion of a nationally recognized
firm of independent 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
obligations or money were deposited or received.

Section 403. Defeasance and Discharge of Indenture.

         The Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities on the 91st day after the date of
the deposit referred to in subparagraph (d) of this Section, and the provisions
of this Indenture, as it relates to such Outstanding Securities, shall no longer
be in effect (and the Trustee, at the expense of the Issuer, shall at Issuer
Request, execute proper instruments acknowledging the same), except as to:

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

         (b) the Issuer's obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003; and

         (c) the obligations of the Issuer to the Trustee under Section 607,

provided that, the following conditions shall have been satisfied:

             (1) the Issuer has or caused to be irrevocably deposited (except as
         provided in Section 402) with the Trustee as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of the Securities, (i) money in an amount, or
         (ii) U.S. Government Obligations which through the payment of interest
         and principal in respect thereof in accordance with their terms will
         provide not later than one day before the due date of any payment
         referred to in clause (A) or (B) of this subparagraph money in an
         amount, or (iii) a combination thereof, 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 and discharge (A) the principal of (and premium, if any) and
         each installment of principal of (and premium, if any) and interest on
         the Outstanding Securities on the Stated Maturity of such principal or
         installment of principal or interest or on the applicable Redemption
         Date and (B) any mandatory sinking fund payments applicable to the
         Securities on the day on which such payments are due and payable in
         accordance with the terms of this Indenture and of the Securities;

             (2) such deposit shall not cause the Trustee with respect to the
         Securities to have a conflicting interest for purposes of the Trust
         Indenture Act with respect to the Securities;

                                     - 20 -

<PAGE>

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

             (4) no Event of Default or event which with notice or lapse of time
         would become an Event of Default with respect to the Securities shall
         have occurred and be continuing on the date of such deposit or during
         the period ending on the 91st day after such date;

             (5) if the deposit referred to in subparagraph (d) of this Section
         is to be made on or prior to one year from the Stated Maturity for
         payment of principal of the Outstanding Securities, the Issuer has
         delivered to the Trustee an Opinion of Counsel with no material
         qualifications or a favorable ruling of the Internal Revenue Service,
         in either case to the effect that Holders of the Securities will not
         recognize 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.

Section 404. Defeasance of Certain Obligations.

         If this Section is specified to be applicable to Securities of any
series, the Issuer may omit to comply with any term, provision or condition set
forth in the Sections of this Indenture or such Security with respect to the
Securities of that series ("Covenant Defeasance") if:

             (1) with reference to this Section, the Issuer has deposited or
         caused to be irrevocably deposited with the Trustee as trust funds in
         trust, specifically pledged as security for, and dedicated solely to,
         the benefit of the Holders of the Securities of that series, (i) money
         in an amount, or (ii) U.S. Government Obligations which through the
         payment of interest and principal in respect thereof in accordance with
         their terms will provide not later than one day before the due date of
         any payment referred to in clause (A) or (B) of this subparagraph money
         in an amount, or (iii) a combination thereof, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge (A) the principal of (and premium, if
         any) and each installment of principal (and premium, if any) and
         interest on the Outstanding Securities of that series on the Stated
         Maturity of such principal or installment of principal or interest and
         (B) any mandatory sinking fund payments or analogous payments
         applicable to Securities of such series on the day on which such
         payments are due and payable in accordance with the terms of the
         Indenture and of such Securities;

             (2) such deposit shall not cause the Trustee with respect to the
         Securities of that series to have a conflicting interest for purposes
         of the Trust Indenture Act with respect to the Securities of any
         series;

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

             (4) if the deposit referred to in subparagraph (1) of this Section
         is to be made on or prior to one year from the Stated Maturity for
         payment of principal of the Outstanding Securities, the Issuer has
         delivered to the Trustee an Opinion of Counsel with no material
         qualifications or a favorable ruling of the Internal Revenue Service,
         in either case to the effect that Holders of the Securities will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such deposit and defeasance of certain obligations and will
         be subject to federal income tax on the

                                     - 21 -


<PAGE>

         same amount and in the same manner and at the same times, as would have
         been the case if such deposit and defeasance had not occurred; and

             (5) the Issuer 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 defeasance contemplated
         by this Section have been complied with.

         In the event the Issuer effects Covenant Defeasance with respect to any
Securities and such Securities are declared due and payable because of the
occurrence of any Event of Default, other than an Event of Default with respect
to any covenant as to which there has been Covenant Defeasance, the U.S.
Government Obligations on deposit with the Trustee will be sufficient to pay
amounts due on such Securities at the time of the Stated Maturity but may not be
sufficient to pay amounts due on such Securities at the time of the acceleration
resulting from such Event of Default.

                                  ARTICLE FIVE
                                    REMEDIES

Section 501. Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series (except as otherwise specified or contemplated by Section 301 for
Securities of any series), means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

             (2) a default in any payment of interest upon any Security of that
         series when it becomes due and payable, and continuance of such default
         for a period of 60 days; or

             (3) default in the performance, or breach, of any material covenant
         or warranty of the Issuer in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series) for a period of 60 days after there
         has been given, and continuance of such by registered or certified
         mail, to the Issuer by the Trustee or to the Issuer and the Trustee by
         the Holders of at least 25% in principal amount of the Outstanding
         Securities a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

             (4) the entry by a court having jurisdiction in the premises of (A)
         a decree or order for relief in respect of the Issuer in an involuntary
         case or proceeding under any applicable bankruptcy, insolvency,
         reorganization or other similar law or (B) a decree or order adjudging
         the Issuer a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Issuer under any applicable law, or appointing
         a custodian, receiver, liquidator, assignee, trustee, sequestrator or
         other similar official of the Issuer or of any substantial part of its
         property, or ordering the winding up or liquidation of its affairs, and
         the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

             (5) the commencement by the Issuer of a voluntary case or
         proceeding under any applicable bankruptcy, insolvency, reorganization
         or other similar law or of any other case or

                                     - 22 -


<PAGE>

         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Issuer in an involuntary case or proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any bankruptcy or insolvency case or proceeding against
         it, or the filing by it of a petition or answer or consent seeking
         reorganization or relief under any applicable law, or the consent by it
         to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or similar official of the Issuer or of any substantial
         part of its property, or the making by it of an assignment for the
         benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due and its
         willingness to have a case commenced against it or to seek an order for
         relief under any applicable bankruptcy, insolvency or other similar law
         or the taking of corporate action by the Issuer in furtherance of any
         such action; or

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

Section 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than by reason of an Event of Default
specified in clause (4) or (5) of Section 501) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the unpaid principal of and
accrued interest to the date of acceleration on (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) all of the Securities of
that series to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by Holders), and upon any such declaration,
such unpaid principal and accrued interest (or specified principal amount) shall
become immediately due and payable.

         If an Event of Default specified in clause (4) or (5) of Section 501
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall become
immediately due and payable without any notice or other action on the part of
the Trustee or the Holders of the Securities of such series.

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

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

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

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

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

                                     - 23 -


<PAGE>

             (D) all sums paid or advanced by the Trustee and any predecessor
         Trustee hereunder and all sums due the Trustee and any predecessor
         Trustee under Section 607;

         and

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

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

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

         The Issuer covenants that if

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

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

the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including all amounts due the Trustee and any predecessor Trustee
under Section 607.

         If the Issuer fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Issuer or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Issuer or any other obligor upon such Securities, wherever
situated.

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

Section 504. Trustee May File Proofs of Claim.

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

                                     - 24 -

<PAGE>

             (1) to file and prove a claim for the whole amount of principal
         (and premium, if any), interest owing and unpaid in respect of the
         Securities and to file such other papers or documents as may deem
         necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

             (2) to collect and receive any moneys or other property payable or
         deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

Section 505. Trustee May Enforce Claims Without Possession of Securities.

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

Section 506. Application of Money Collected.

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

             First: To the payment of all amounts due the Trustee and each
         predecessor Trustee under Section 607;

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

             Third: To the Issuer.


                                     - 25 -


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Section 507. Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 509. Restoration of Rights and Remedies.

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

Section 510. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and

                                     - 26 -


<PAGE>

every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

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

Section 512. Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series (or if more than one series is affected thereby, of all
series so affected, voting as a single class) shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

             (1) such direction shall not be in conflict with any rule of law or
         with this Indenture, expose the Trustee to personal liability or be
         unduly prejudicial to holders not joining therein, and

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

         Nothing in this Indenture shall impair the right of the Trustee to take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.

Section 513. Waiver of Past Defaults.

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

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

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

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

Section 514. Undertaking for Costs.

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

                                     - 27 -


<PAGE>

pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Issuer, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Securities on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date). This Section 514 shall be in lieu of Section 315(e) of the
Trust Indenture Act and such Section 315(e) is hereby expressly excluded from
this Indenture, as permitted by the Trust Indenture Act.

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

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

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

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

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

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

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

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

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

                                     - 28 -

<PAGE>

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

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

Section 602. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any default of the
character specified in Section 501(3) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any Board Resolution, resolution, Officers' Certificate,
certificate, statement, instrument, Opinion of Counsel, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

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

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

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

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such

                                     - 29 -

<PAGE>

Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

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

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

Section 604. Trustee Not Responsible for Recitals or Issuance of Securities.

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

Section 605. May Hold Securities.

         The Trustee, any Paying Agent, any Security Registrar or any other
agent of the Issuer, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 612, may
otherwise deal with, and collect obligations owed to it by, the Issuer with the
same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.

Section 606. Money Held in Trust.

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

Section 607. Compensation and Reimbursement.

         The Issuer agrees:

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

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

                                     - 30 -


<PAGE>

                  (3) to indemnify each of the Trustee and any predecessor
         Trustee for, and to hold it harmless against, any loss, liability or
         expense, arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder and the performance of
         its duties hereunder, including the costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder, except to the
         extent any such loss, liability or expense is due to its own negligence
         or bad faith.

         [To ensure the performance of the obligations of the Issuer under this
Section, the Trustee shall have a senior claim to which the Securities are
hereby made subordinate upon all property and funds held or collected by the
Trustee as such, except property and funds held in trust for the payment of
principal of, premium, if any, or interest on particular Securities.]

Section 608. Disqualification; Conflicting Interests.

         Trustee shall comply with the terms of Section 310(b) of the Trust
Indenture Act.

Section 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers having (or, in the case of the
subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company's parent shall have) a
combined capital and surplus of at least $50,000,000 subject to supervision or
examination by Federal or State authority. If such corporation or holding
company parent publishes reports of condition at least annually, pursuant to law
or the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
or holding company parent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

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

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Issuer. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the first
sentence of this Subsection may be combined with the instrument called for by
Section 611.

         (c) he Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Issuer.

                                     - 31 -


<PAGE>

         (d) If at any time:

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

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

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

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

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

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

Section 611. Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Issuer and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but,

                                     - 32 -


<PAGE>

on the request of the Issuer or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Issuer, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Issuer or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

         (c) Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

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

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

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

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Section 613. Preferential Collection of Claims Against Issuer.

         If and when the Trustee shall be or become a creditor of the Issuer (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Issuer (or any such other obligor). A trustee who has resigned or been
removed shall be subject to the Trust Indenture Act Section 311(a) to the extent
provided therein.

                                 ARTICLE SEVEN
                 HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 701. The Issuer to Furnish Trustee Names and Addresses.

         The Issuer will furnish or cause to be furnished to the Trustee with
respect to the Securities of each series

                  (1) semi-annually, not more than fifteen days after each
         Regular Record Date, or, in the case of any series of Securities on
         which semi-annual interest is not payable, not more than fifteen days
         after such semi-annual dates as may be specified by the Trustee, a
         list, in such form as the Trustee may reasonably require, of the names
         and addresses of the Holders as of such Regular Record Date or such
         semi-annual date, as the case may be, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list need be furnished.

Section 702. Preservation of Information; Communications to Holders.

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

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

                  (1) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 702(a), or

                  (2) inform such applicants as to the approximate number of
         Holders whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 702(a), and as to
         the approximate cost of mailing to such Holders the form of proxy or
         other communication, if any, specified in such application.

                                     - 34 -


<PAGE>

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

         (d) Subject to Sections 702(a), 702(b), 702(c) and 601, if the Issuer
or any other Person (other than the Trustee) shall desire to communicate with
Holders of Securities to solicit or obtain from them any proxy, consent,
authorization, waiver, approval of a plan of reorganization, arrangement or
readjustment or other action ("Holder Action"), the Trustee shall have no duty
to participate in such communication or solicitation or the processing of
responses in any manner except (i) to furnish the rules and regulations and to
perform the functions referred to in Section 104 and (ii) to receive (A) the
instruments evidencing the Holder Action together with (B) the Officers'
Certificate and Opinion of Counsel referred to below. The Issuer hereby
covenants that any and all communications and solicitations distributed by it in
connection with any Holder Action will comply in all material respects with
applicable law, including without limitation applicable law concerning adequacy
of disclosure. The Trustee shall have no responsibility for the accuracy or
completeness of any materials circulated to solicit any Holder Action nor for
any related communications nor for the compliance thereof with applicable law.
No Holder Action shall become effective until the Trustee shall have received
from the Issuer or other Person who solicited the Holder Action (1) the
instruments evidencing such Holder Action (2) (x) (in the case of Holder Action
solicited by the Issuer or the representative of the Issuer's estate if the
Issuer is the debtor in any bankruptcy or other insolvency proceeding) an
Officers' Certificate and (y) (in all cases) an Opinion of Counsel, each
specifying the Holder Action taken and stating that such Holder Action has been
duly and validly taken in compliance with this Indenture in all material
respects. Such Officers' Certificate, if any, shall also certify that (after
giving effect to such Holder Action) no Event of Default or event or condition
which, with notice or lapse of time or both, would become an Event of Default
has occurred and is continuing or has not been waived.

         (e) The Depositary may grant proxies and otherwise authorize its
participants which own the Global Securities to give or take any Act which a
Holder is entitled to take under the Indenture; provided, however, that the
Depositary has delivered a list of such participants to the Trustee.

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Section 703. Reports by Trustee.

         (a) Within 60 days after May 15 of each year commencing with the first
May 15 following the date of this Indenture, the Trustee shall transmit by mail
to all Holders, as their names and addresses appear in the Security Register, a
brief report dated as of such May 15, to the extent required by Section 313(a)
of the Trust Indenture Act.

         (b) The trustee shall comply with Sections 313(b) and 313(c) of the
Trust Indenture Act.

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

Section 704. Reports by Issuer.

         The Issuer shall:

         (a) file with the Trustee, within 15 days after the Issuer is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if
the Issuer is not required to file information, documents or reports pursuant to
either of said Sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations; and

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

                                 ARTICLE EIGHT
                    MERGER, CONSOLIDATION, OR SALE OF ASSETS

Section 801. When Issuer May Merge or Transfer Assets.

         The Issuer shall not consolidate with or merge with or into any other
Person (other than a Subsidiary) or convey, transfer, sell or lease its
properties and assets substantially as an entirety to any Person (other than a
Subsidiary), permit any Person (other than a Subsidiary) to consolidate with or
merge into the Issuer, or permit any Person (other than a Subsidiary) to convey,
transfer, sell or lease that person's properties and assets substantially as an
entirety to the Issuer, unless:

                  (1) either (a) the Issuer shall be the surviving person or (b)
         the Person (if other than the Issuer) formed by such consolidation or
         into which the Issuer is merged or the Person which acquires by
         conveyance, transfer or lease the properties and assets of the Issuer
         substantially as an entirety shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         reasonably satisfactory to the Trustee, all of the obligations of the
         Issuer under the Securities and this Indenture; and

                                     - 36 -


<PAGE>

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

Section 802. Officers' Certificate and Opinion of Counsel.

         The Issuer shall have delivered to the Trustee prior to the proposed
transaction(s) covered by Section 801 an Officers' Certificate and an Opinion of
Counsel stating that such transaction(s) and, if a supplemental indenture is
required in connection with such transaction(s), such supplemental indenture,
comply with Section 801 and that all conditions precedent to the consummation of
the transaction(s) under this Indenture have been satisfied.

Section 803. Successor Corporation Substituted.

         The successor person formed by a consolidation or into which the Issuer
is merged or the successor person to which such conveyance, transfer, sale or
lease is made in accordance with Section 801 shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such successor had been named as the
Issuer herein; and thereafter, the Issuer shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 903, the Issuer, the Trustee and the successor person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Issuer.

                                  ARTICLE NINE
                     AMENDMENTS AND SUPPLEMENTAL INDENTUREs

Section 901. Amendments or Supplemental Indentures without Consent of Holders

         The Issuer, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may amend or supplement this Indenture or the
Securities without the consent of any Holder, so long as such changes, other
than those in clause (2), do not materially and adversely affect the interests
of the Holder:

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

                  (2) to make any modifications or amendments that do not, in
         the good faith opinion of the Issuer's Board of Directors and the
         Trustee, adversely affect the interests of the Holders in any material
         respect;

                  (3) to provide for the assumption of the Issuer's obligations
         under this Indenture by a successor upon any merger, consolidation or
         asset transfer as permitted by and in compliance with Article Eight of
         this Indenture;

                  (4) to provide any security for or guarantees of the
         Securities;

                  (5) to add Events of Default with respect to the Securities;

                  (6) to add to the Issuer's covenants for the benefit of the
         Holders or to surrender any right or power conferred upon the Issuer by
         this Indenture;

                  (7) to make any change necessary for the registration of the
         Securities under the Securities Act or to comply with the Trust
         Indenture Act, or any amendment thereto, or to comply with any
         requirement of the SEC in connection with the qualification of the
         Indenture under the

                                     - 37 -

<PAGE>

         Trust Indenture Act, provided that such modification or amendment does
         not, in the good faith opinion of the Issuer's Board of Directors and
         the Trustee, adversely affect the interests of the Holders of the
         Securities in any material respect;

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

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

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

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

                  (12) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611(b).

Section 902. Amendments or Supplemental Indentures with Consent of Holders

         With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding, the
Issuer, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may amend or supplement this Indenture or the Securities.
However, without the consent of each Holder affected, an amendment to this
Indenture or the Securities may not:

                  (1) change the Stated Maturity of the principal of or any
         installment of interest with respect to the Securities;

                  (2) reduce the principal amount of, or the rate of interest
         on, the Securities;

                  (3) change the currency of payment of principal of or interest
         on the Securities;

                  (4) impair the right to institute suit for the enforcement of
         any payment on or with respect to the Securities;

                  (5) reduce the above-stated percentage of Holders of the
         Securities of any series necessary to modify or amend this Indenture;

                  (6) modify the foregoing requirements or reduce the percentage
         of Outstanding Securities necessary to waive any covenant or past
         default; and

                  (7) if the Securities are convertible, adversely affect the
         right to convert the Securities into Common Stock in accordance with
         the provisions of this Indenture.


                                     - 38 -


<PAGE>

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

         After an amendment or supplemental indenture under this Section 902
becomes effective, the Issuer shall mail to each Holder a notice briefly
describing the amendment or supplemental indenture.

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

Section 903. Execution of Supplemental Indentures.

         The Trustee shall sign any supplemental indenture authorized pursuant
to this Article if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.

Section 904. Effect of Supplemental Indentures.

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

Section 905. Conformity with Trust Indenture Act.

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

Section 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN
                                    COVENANTS

Section 1001. Payment of Principal, Premium, if Any, and Interest.

         The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in

                                     - 39 -

<PAGE>

accordance with the terms of the Securities and this Indenture. At the option of
the Issuer, payment of principal (and premium, if any) and interest may be made
by wire transfer or (subject to collection) by check mailed to the address of
the Person entitled thereto at such address as shall appear in the Security
Register.

Section 1002.  Maintenance of Office or Agency.

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

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

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

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

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

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

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

                                     - 40 -


<PAGE>

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Issuer on Issuer Request, or (if then held by the
Issuer) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look, only to the Issuer for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be mailed or published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in the City, County and State of New York, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such mailing or publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.

         The Issuer shall have no obligation to make payment of principal of (or
premium, if any) or interest on any Security in immediately available funds,
except that if the Issuer shall have received original payment for Securities in
immediately available funds it shall make available immediately available funds
for payment of the principal of such Securities.

Section 1004. Corporate Existence.

         Subject to Article Eight, the Issuer will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Issuer shall not be required to preserve any such right or franchise if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1005. Payment of Taxes and Other Claims.

         The Issuer will pay or discharge, or cause to be paid or discharged,
before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Issuer or any Subsidiary or upon
the income, profits or property of the Issuer or any Subsidiary material to the
Issuer and its Subsidiaries taken as a whole, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a material
lien upon the property of the Issuer or any Subsidiary material to the Issuer
and its Subsidiaries taken as a whole; provided, however, that the Issuer shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment,

                                     - 41 -


<PAGE>

charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which adequate provision has been
made.

Section 1006. Compliance with Laws.

         The Issuer shall comply, and shall cause each of its Subsidiaries
material to the Issuer and its Subsidiaries taken as a whole to comply, with all
applicable statutes, rules, regulations, orders and restrictions of the United
States of America, all states and municipalities thereof, and of any
governmental regulatory authority, in respect of the conduct of their respective
businesses and the ownership of their respective properties, except for such
noncompliances as would not in the aggregate have a material adverse effect on
the financial condition or results of operations of the Issuer and its
Subsidiaries, taken as a whole.

Section 1007. Statement by Officers as to Default.

         The Issuer will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Issuer ending after the date hereof, a certificate of
the principal executive officer, principal financial officer or principal
accounting officer of the Issuer stating whether or not to the best knowledge of
the signers thereof the Issuer is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture, and if the
Issuer shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 1008. Waiver of Certain Covenants.

         The Issuer may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1007 if before or after the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities (taken together as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Issuer and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

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

Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Issuer to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Issuer
of less than all the Securities of any series, the Issuer shall, at least 45
days prior to the Redemption Date fixed by the Issuer (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed,
such notice to be accompanied by a written statement signed by an authorized
officer of the Issuer stating that no defaults in the payment of interest or
Events of Default with respect to the Securities of that series have occurred
(which have not been waived or cured). In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption

                                     - 42 -

<PAGE>

provided in the terms of such Securities or elsewhere in this Indenture, the
Issuer shall furnish the Trustee an Officers' Certificate evidencing compliance
with such restriction.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
in its sole discretion shall deem fair and appropriate and which may provide for
the selection or redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

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

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

Section 1104. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 45 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not such
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to any such Holder in respect of any Security, shall not affect the
validity of the proceedings for the redemption of any other Security.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and any accrued interest,

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

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

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

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

                  (7) the CUSIP number of the Securities being redeemed.

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

                                     - 43 -


<PAGE>

Section 1105. Deposit of Redemption Price.

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

Section 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with accrued interest thereon, and
from and after such date (unless the Issuer shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Issuer at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

         The Trustee shall not redeem any Securities of any series pursuant to
this Article (unless all Outstanding Securities of such series are to be
redeemed) or mail or give any notice of redemption of Securities during the
continuance of an Event of Default hereunder known to the Trustee with respect
to such series, except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys
theretofore or thereafter received by the Trustee shall, during the continuance
of such Event of Default, be deemed to have been collected under Article Five
and held for the payment of all such Securities of such series. In case such
Event of Default shall have been waived as provided in Section 513 or the
default cured on or before the sixtieth day preceding the Redemption Date, such
moneys shall thereafter be applied in accordance with the provisions of this
Article.

Section 1107. Securities Redeemed in Part.

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

                                     - 44 -


<PAGE>

                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 1201. Applicability of Article.

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

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

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

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

Section 1203. Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Issuer (1) will deliver to the Trustee an Officers'
Certificate (A) stating that no defaults in the payment of interest or Events of
Default with respect to Securities of that series have occurred (which have not
been waived or cured), (B) specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of Securities of that series,
(C) stating whether or not the Issuer intends to exercise its right, if any, to
make an optional sinking fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, specifying the amount of such
optional sinking fund payment and (D) specifying the portion of such sinking
fund payment, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and (2) will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities of such
series to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Issuer in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107. Failure of the Issuer, on or before any such 60th day, to
deliver such Officers' Certificate and Securities specified in this Section, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (a) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (b) that the Issuer will make
no optional sinking fund payment with respect to Securities of such series as
provided in this Article.

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<PAGE>

         The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the mailing of notice of
redemption of any Securities shall therefore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities of such series. In case such Event of Default
shall have been waived as provided in Section 513 or the default cured on or
before the 60th day preceding the sinking fund payment date, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

                                ARTICLE THIRTEEN
                                  SUBORDINATION

Section 1301. Agreement to Subordinate.

         (a) The Issuer covenants and agrees, and each Holder of Securities
issued hereunder by such Holder's acceptance thereof likewise covenants and
agrees, that (except as otherwise specified as contemplated by Section 301 for
Securities of any series) all Securities shall be issued subject to the
provisions of this article; and each Holder of a Security, whether upon original
issue or upon transfer or assignment thereof, accepts and agrees to be bound by
such provisions.

         (b) The payment by the Issuer of the principal of, and interest on, the
Securities issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Indebtedness of the Issuer, whether outstanding at the
date of this Indenture or thereafter incurred.

         (c) No provision of this article shall prevent the occurrence of any
default or Event of Default hereunder.

Section 1302. Default on Senior Indebtedness.

         (a) No direct or indirect payment by or on behalf of the Issuer of
principal of, premium, if any, or interest on the Securities, whether pursuant
to the terms of the Securities or upon acceleration, by way of repurchase,
redemption, defeasance or otherwise, will be made if, at the time of such
payment, there exists a default in the payment when due of all or any portion of
the obligations under or in respect of any Senior Indebtedness, whether at
maturity, on account of mandatory redemption or prepayment, acceleration or
otherwise, and such default shall not have been cured or waived or the benefits
of this sentence waived by or on of the holders of Senior Indebtedness.

         (b) In addition, during the continuance of any non-payment default or
non-payment event of default with respect to any Senior Indebtedness pursuant to
which the maturity thereof may be accelerated, and upon receipt by the Trustee
of written notice (a "Payment Blockage Notice") from a holder or holders of such
Senior Indebtedness or the trustee or agent acting on behalf of such Senior
Indebtedness, then, unless and until such default or event of default has been
cured or waived or has ceased to exist or such Senior Indebtedness has been
discharged or repaid in full in cash, or the requisite holders of such Senior
Indebtedness have otherwise agreed in writing, no payment of any kind or
character with respect to any principal of or interest on or distribution will
be made by or on behalf of the Issuer on account of or with respect to the
Securities, during a period (a "Payment Blockage Period")

                                     - 46 -


<PAGE>

commencing on the date of receipt of such Payment Blockage Notice by the Trustee
and ending 179 days thereafter.

         Notwithstanding anything herein to the contrary, (x) in no event will a
Payment Blockage Period extend beyond 179 days from the date the Payment
Blockage Notice in respect thereof was given and (y) there must be 180 days in
any 360-day period during which no Payment Blockage Period is in effect. Not
more than one Payment Blockage Period may be commenced with respect to the
Securities during any period of 360 consecutive days. No default or event of
default that existed or was continuing on the date of commencement of any
Payment Blockage Period with respect to the Senior Indebtedness initiating such
Payment Blockage Period may be, or be made, the basis for the commencement of
any other Payment Blockage Period by the holder or holders of such Senior
Indebtedness or the trustee or agent acting on behalf of such Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default has been cured or waived for a period of not
less than 90 consecutive days.

         (c) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this section, such payment shall be held in trust for the benefit
of, and shall be paid over or delivered to, the holders of Senior Indebtedness
or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Issuer, to the extent necessary to pay such Senior Indebtedness in full, in
cash, after giving effect to any concurrent payment or distribution to or for
the benefit of the holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders or to the Trustee.

Section 1303. Liquidation; Dissolution; Bankruptcy.

         (a) Upon any distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities, to creditors upon any total
or partial dissolution, winding-up, liquidation or reorganization of the Issuer,
whether voluntary or involuntary, assignment for the benefit of creditors or
marshalling of the Issuer's assets, or in bankruptcy, insolvency, receivership
or other similar proceedings, whether voluntary or involuntary, all principal,
premium, if any, and interest due or to become due to all Senior Indebtedness of
the Issuer shall first be paid in full in cash, or such payment duly provided
for to the satisfaction of the holders of the Senior Indebtedness, before the
Holders are entitled to receive or retain any payment; and upon any such
dissolution or winding-up or liquidation or reorganization, any payment by the
Issuer, or distribution of assets of the Issuer of any kind or character whether
in cash, property or securities, which the Holders or the Trustee would be
entitled to receive from the Issuer, except for the provisions of this article,
shall be paid by the Issuer or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders or by the Trustee under this Indenture if received by them or
it, directly to the holders of Senior Indebtedness of the Issuer or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the
Issuer, to the extent necessary to pay such Senior Indebtedness in full in cash,
or such payment duly provided for to the satisfaction of the holders of the
Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness,
before any payment or distribution is made to the Holders or to the Trustee.

         (b) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Issuer is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held

                                     - 47 -


<PAGE>

in trust for the benefit of, and shall be paid over or delivered to, the
holders of such Senior Indebtedness or their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Issuer, to the extent necessary to
pay such Senior Indebtedness in full, in cash, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of such
Senior Indebtedness, before any payment or distribution is made to the Holders
or to the Trustee.

         (c) For purposes of this article, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Issuer as
reorganized or readjusted, or securities of the Issuer or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this article with respect to
the Securities to the payment of all Senior Indebtedness of the Issuer that may
at the time be outstanding; provided, however, that (i) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The amalgamation or consolidation of the
Issuer with, or the merger of the Issuer into, another corporation or the
liquidation or dissolution of the Issuer following the conveyance or transfer of
its properties or assets substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article Eight of this Indenture
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 1303 if such other corporation shall, as part of
such amalgamation, consolidation, merger, conveyance or transfer, comply with
the conditions stated in Article Eight of this Indenture. Nothing in Section
1302 or in this section shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607 of this Indenture.

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

Section 1304. Subrogation.

         (a) Subject to the payment in full of all Senior Indebtedness of the
Issuer then outstanding, the rights of the Holders shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Issuer applicable to such
Senior Indebtedness until the principal of and interest on the Securities shall
be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the Holders or the Trustee would be entitled except for
the provisions of this article, and no payment over pursuant to the provisions
of this article to or for the benefit of the holders of such Senior Indebtedness
by Holders or the Trustee, shall, as between the Issuer, its creditors other
than holders of Senior Indebtedness of the Issuer, and the Holders, be deemed to
be a payment by the Issuer to or on account of such Senior Indebtedness. It is
understood that the provisions of this article are and are intended solely for
the purposes of defining the relative rights of the Holders, on the one hand,
and the holders of such Senior Indebtedness, on the other hand.

         (b) Nothing contained in this article or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Issuer, its
creditors other than the holders of Senior Indebtedness of the Issuer, and the
Holders, the obligation of the Issuer, which is absolute and unconditional, to
pay to the Holders the principal of and interest on the Securities as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Issuer other than the holders of Senior Indebtedness of the Issuer nor shall
anything herein or therein prevent the Trustee or any Holder of Securities from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if

                                     - 48 -


<PAGE>

any, under this article of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Issuer received upon the exercise of any
such remedy.

         (c) Upon any payment or distribution of assets of the Issuer referred
to in this article, the Trustee, subject to the provisions of Section 601 of
this Indenture, and the Holders shall be entitled to rely conclusively upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or the Holders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Issuer the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this article.

Section 1305. Trustee to Effectuate Subordination

         Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this article and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

Section 1306. Notice by the Issuer.

         (a) The Issuer shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Issuer that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this article. Notwithstanding the
provisions of this article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this article, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Issuer or a Holder or holders of Senior Indebtedness or from any
representative or trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Section 601 of this Indenture,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this section at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which such money was received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days prior
to such date.

         (b) The Trustee, subject to the provisions of Section 601 of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Issuer (or a trustee or representative on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this article and, if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.

                                     - 49 -


<PAGE>

Section 1307. Rights of the Trustee; Holders of Senior Indebtedness.

         (a) The Trustee in its individual capacity shall be entitled to all the
rights set forth in this article in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

         (b) With respect to the holders of Senior Indebtedness of the Issuer,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this article and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 601 of this Indenture, the Trustee shall
not be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Holders, the Issuer or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this article
or otherwise.

Section 1308. Subordination May Not Be Impaired.

         (a) No right of any present or future holder of any Senior Indebtedness
of the Issuer to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Issuer or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Issuer with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

         (b) Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and
from time to time, without the consent of or notice to the Trustee or the
Holders, without incurring responsibility to the Holders and without impairing
or releasing the subordination provided in this article or the obligations
hereunder of the Holders to the holders of such Senior Indebtedness, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Indebtedness, or
otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising or waive any rights
against the Issuer and any other Person.

         (c) Each present and future holder of Senior Indebtedness shall be
entitled to the benefit of the provisions of this article notwithstanding that
such holder is not a party to this Indenture.

Section 1309. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Issuer and be then acting hereunder, the term "Trustee" as
used in this article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
article in addition to or in place of the Trustee; provided, however, that this
section shall not apply to the Issuer or any Affiliate of the Issuer if it or
such Affiliate acts as Paying Agent.

Section 1310. Defeasance of this Article.

         Notwithstanding anything contained herein to the contrary, payments
from cash or the proceeds of United States Government Obligations held in trust
under Article Four hereof by the Trustee (or other

                                     - 50 -


<PAGE>

qualifying trustee) and which were deposited in accordance with the terms of
Article Four hereof and not in violation of Section 1302 hereof for the payment
of principal of and interest on the Securities shall not be subordinated to the
prior payment of any Senior Indebtedness or subject to the restrictions set
forth in this article, and none of the Holders shall be obligated to pay over
any such amount to the Issuer or any holder of Senior Indebtedness or any other
creditor of the Issuer.

Section 1311. Subordination Language to be Included in Securities

         Each Security shall contain a subordination provision which will be
substantially in the following form:

                  "The Securities are subordinated in right of payment, in the
                  manner and to the extent set forth in the Indenture, to the
                  prior payment in full of all Senior Indebtedness (as defined
                  in the Indenture, or as set forth in one or more indentures
                  supplemental hereto, a Board Resolution in accordance with
                  Section 301 of the Indenture or in this Security). Each Holder
                  by accepting a Security agrees to such subordination and
                  authorizes the Trustee to give it affect."

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

                                     - 51 -


<PAGE>

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

                       MEDIACOM COMMUNICATIONS CORPORATION

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


                         ------------------------------------------------------
                             as Trustee

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



                                     - 52 -