<PAGE>

                                                                     EXHIBIT 4.1



                              MEDIA GENERAL, INC.,
                                     Issuer


                                       and


                          THE GUARANTORS PARTY HERETO,
                                   Guarantors


                                       to


                                 SunTrust Bank,
                                     Trustee


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

                                    INDENTURE

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



                               Dated as of *, 2001



                             Senior Debt Securities
<PAGE>

                       Reconciliation and tie between the
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                and the Indenture


<TABLE>
<CAPTION>

Trust Indenture Act                                                                       Indenture
      Section                                                                              Section
      -------                                                                              -------

<S>                                                                                       <C>
  ss.310(a)(1)................................................................................607
   (a)(2).....................................................................................607
   (b)........................................................................................608
  ss.312(a)...................................................................................701
   (b)........................................................................................702
   (c)........................................................................................702
  ss.313(a)...................................................................................703
   (b)(2).....................................................................................703
   (c)........................................................................................703
   (d)........................................................................................703
  ss.314(a)...................................................................................704
   (c)(1).....................................................................................102
   (c)(2).....................................................................................102
   (e)........................................................................................102
   (f)........................................................................................102
  ss.316(a) (last sentence)...................................................................101
   (a)(1)(A)..................................................................................502, 512
   (a)(1)(B)..................................................................................513
   (b)........................................................................................508
  ss.317(a)(1)................................................................................503
   (a)(2).....................................................................................504
   (b)........................................................................................1003
  ss.318(a)...................................................................................108
</TABLE>


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

Note: This reconciliation and tie shall not, for any purpose, be deemed to
      be part of the Indenture.
<PAGE>

                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>        <C>                                                                                                   <C>
   SECTION 101.   DEFINITIONS.....................................................................................2
   SECTION 102.   COMPLIANCE CERTIFICATES AND OPINIONS...........................................................12
   SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.........................................................13
   SECTION 104.   ACTS OF HOLDERS................................................................................13
   SECTION 105.   NOTICES, ETC., TO TRUSTEE, ISSUER AND GUARANTORS...............................................15
   SECTION 106.   NOTICE TO HOLDERS OF SECURITIES; WAIVER........................................................16
   SECTION 107.   LANGUAGE OF NOTICES............................................................................17
   SECTION 108.   CONFLICT WITH TRUST INDENTURE ACT..............................................................17
   SECTION 109.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................................17
   SECTION 110.   SUCCESSORS AND ASSIGNS.........................................................................17
   SECTION 111.   SEPARABILITY CLAUSE............................................................................17
   SECTION 112.   BENEFITS OF INDENTURE..........................................................................17
   SECTION 113.   GOVERNING LAW..................................................................................17
   SECTION 114.   LEGAL HOLIDAYS.................................................................................17
   SECTION 115.   COUNTERPARTS...................................................................................18
   SECTION 116.   NO RECOURSE AGAINST OTHERS.....................................................................18
   SECTION 117.   CURRENCY INDEMNITY.............................................................................18
   SECTION 118.   NO SECURITY INTEREST CREATED...................................................................19

                                   ARTICLE TWO
                                SECURITIES FORMS

   SECTION 201.   FORMS GENERALLY................................................................................20
   SECTION 202.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION................................................20
   SECTION 203.   SECURITIES IN GLOBAL FORM......................................................................21

                                  ARTICLE THREE
                                 THE SECURITIES

   SECTION 301.   AMOUNT UNLIMITED; ISSUABLE IN SERIES...........................................................21
   SECTION 302.   CURRENCY; DENOMINATIONS........................................................................25
   SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................................................25
   SECTION 304.   TEMPORARY SECURITIES...........................................................................27
   SECTION 305.   REGISTRATION, TRANSFER AND EXCHANGE............................................................28
   SECTION 306.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...............................................31
   SECTION 307.   PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; RIGHTS TO INTEREST AND
                   CERTAIN ADDITIONAL AMOUNTS PRESERVED..........................................................32
   SECTION 308.   PERSONS DEEMED OWNERS..........................................................................34
   SECTION 309.   CANCELLATION...................................................................................35
   SECTION 310.   COMPUTATION OF INTEREST........................................................................35
   SECTION 311.   CUSIP NUMBERS..................................................................................35
</TABLE>



                                       i
<PAGE>

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----

                                  ARTICLE FOUR
                     SATISFACTION AND DISCHARGE OF INDENTURE

<S>        <C>                                                                                                  <C>
   SECTION 401.   SATISFACTION AND DISCHARGE.....................................................................36
   SECTION 402.   DEFEASANCE AND COVENANT DEFEASANCE.............................................................37
   SECTION 403.   APPLICATION OF TRUST MONEY.....................................................................41

                                  ARTICLE FIVE
                                    REMEDIES

   SECTION 501.   EVENTS OF DEFAULT..............................................................................42
   SECTION 502.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.............................................44
   SECTION 503.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE................................45
   SECTION 504.   TRUSTEE MAY FILE PROOFS OF CLAIM...............................................................46
   SECTION 505.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS.........................46
   SECTION 506.   APPLICATION OF MONEY COLLECTED.................................................................47
   SECTION 507.   LIMITATIONS ON SUITS...........................................................................47
   SECTION 508.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND ANY PREMIUM,
                   INTEREST AND ADDITIONAL AMOUNTS...............................................................48
   SECTION 509.   RESTORATION OF RIGHTS AND REMEDIES.............................................................48
   SECTION 510.   RIGHTS AND REMEDIES CUMULATIVE.................................................................48
   SECTION 511.   DELAY OR OMISSION NOT WAIVER...................................................................49
   SECTION 512.   CONTROL BY HOLDERS OF SECURITIES...............................................................49
   SECTION 513.   WAIVER OF PAST DEFAULTS........................................................................49
   SECTION 514.   WAIVER OF USURY, STAY OR EXTENSION LAWS........................................................49
   SECTION 515.   UNDERTAKING FOR COSTS..........................................................................49

                                   ARTICLE SIX
                                   THE TRUSTEE

   SECTION 601.   CERTAIN RIGHTS OF TRUSTEE......................................................................50
   SECTION 602.   NOTICE OF DEFAULTS.............................................................................52
   SECTION 603.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................52
   SECTION 604.   MAY HOLD SECURITIES............................................................................52
   SECTION 605.   MONEY HELD IN TRUST............................................................................53
   SECTION 606.   COMPENSATION AND REIMBURSEMENT.................................................................53
   SECTION 607.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY........................................................54
   SECTION 608.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................54
   SECTION 609.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................55
   SECTION 610.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................57
   SECTION 611.   APPOINTMENT OF AUTHENTICATING AGENT............................................................57

                                  ARTICLE SEVEN
           HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER AND GUARANTORS

   SECTION 701.   ISSUER AND GUARANTORS  TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.......................59
   SECTION 702.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........................................59
   SECTION 703.   REPORTS BY TRUSTEE.............................................................................59
   SECTION 704.   REPORTS BY ISSUER AND GUARANTORS...............................................................60

                                  ARTICLE EIGHT
                         CONSOLIDATION, MERGER AND SALES

   SECTION 801.   ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................................61
   SECTION 802.   SUCCESSOR PERSON SUBSTITUTED FOR ISSUER........................................................62

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

   SECTION 901.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.............................................62
   SECTION 902.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS................................................63
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----

<S>        <C>                                                                                                  <C>
   SECTION 903.   EXECUTION OF SUPPLEMENTAL INDENTURES...........................................................65
   SECTION 904.   EFFECT OF SUPPLEMENTAL INDENTURES..............................................................65
   SECTION 905.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.............................................65
   SECTION 906.   CONFORMITY WITH TRUST INDENTURE ACT............................................................65


                                   ARTICLE TEN
                                    COVENANTS

   SECTION 1001.  PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.............................65
   SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY................................................................66
   SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..............................................67
   SECTION 1004.  ADDITIONAL AMOUNTS.............................................................................69
   SECTION 1005.  LEGAL EXISTENCE................................................................................69
   SECTION 1006.  LIMITATION ON LIENS............................................................................70
   SECTION 1007.  LIMITATIONS ON SUBSIDIARY INDEBTEDNESS.........................................................71
   SECTION 1008.  SUBSEQUENT GUARANTOR...........................................................................71
   SECTION 1009.  LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.................................................72
   SECTION 1010.  WAIVER OF CERTAIN COVENANTS....................................................................72
   SECTION 1011.  ISSUER STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS..................................72
   SECTION 1012   GUARANTOR'S STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS.............................73

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

   SECTION 1101.  APPLICABILITY OF ARTICLE.......................................................................73
   SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE..........................................................73
   SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..............................................74
   SECTION 1104.  NOTICE OF REDEMPTION...........................................................................74
   SECTION 1105.  DEPOSIT OF REDEMPTION PRICE....................................................................76
   SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE..........................................................76
   SECTION 1107.  SECURITIES REDEEMED IN PART....................................................................77

                                 ARTICLE TWELVE
                       REPAYMENT AT THE OPTION OF HOLDERS

   SECTION 1201.  APPLICABILITY OF ARTICLE.......................................................................77
   SECTION 1202.  REPAYMENT OF SECURITIES........................................................................77
   SECTION 1203.  EXERCISE OF OPTION.............................................................................78
   SECTION 1204.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE.................................78
   SECTION 1205.  SECURITIES REPAID IN PART......................................................................79
   SECTION 1206.  COMPLIANCE WITH EXCHANGE ACT...................................................................79

                                ARTICLE THIRTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

   SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED......................................................79
   SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.............................................................80
   SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS...........................................................80
   SECTION 1304.  QUORUM; ACTION.................................................................................80
   SECTION 1305.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS............................81
   SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS................................................82

                                ARTICLE FOURTEEN
                                   GUARANTEES

   SECTION 1401.  UNCONDITIONAL GUARANTEE........................................................................83
   SECTION 1402.  OPERATION OF GUARANTEES........................................................................84
   SECTION 1403.  TERMINATION OF GUARANTEES; REINSTATEMENT.......................................................85
</TABLE>



                                      iii
<PAGE>

                  INDENTURE, dated as of *, 2001 (the "Indenture"), among MEDIA
GENERAL, INC., a corporation duly organized and existing under the laws of the
Commonwealth of Virginia (hereinafter called the "Issuer"), having its principal
executive office located at 333 E. Franklin Street, Richmond, Virginia, 23219,
the Guarantors referred to below (the "Initial Guarantors") and SUNTRUST BANK, a
bank duly organized and existing under the laws of the State of Georgia
(hereinafter called the "Trustee"), having its Corporate Trust Office located at
919 East Main Street, Richmond, Virginia 23219.

                                    RECITALS

                  The execution and delivery by the Issuer of this Indenture to
provide for the issuance from time to time of the Issuer's senior unsecured
debentures, notes or other evidences of Indebtedness (as defined below)
(hereinafter called the "Securities"), unlimited as to principal amount, to bear
interest at fixed or floating rates, to mature at such time or times, to be
issued in one or more series and to have such other provisions as shall be fixed
as hereinafter provided, has been duly authorized.

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

                  In addition, each Initial Guarantor has duly authorized, and
each Subsequent Guarantor will duly authorize, the execution and delivery of
this Indenture insofar as it relates to the Guarantees provided for herein. All
things necessary to make this Indenture a valid agreement of such Guarantor, in
accordance with its terms, have been done.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



                                       1
<PAGE>

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 101. Definitions.

                  Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

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

                  (4) the words "herein", "hereof", "hereto" 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

                  (5) the word "or" is always used inclusively (for example, the
            phrase "A or B" means "A or B or both", not "either A or B but not
            both").

                  Certain terms used principally in certain Articles hereof are
defined in those Articles.

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

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Issuer or the Guarantors in respect of certain taxes,
assessments or other governmental charges imposed on Holders specified therein
and which are owing to such Holders. Any reference in this Indenture to
principal of, premium, if any, or interest on the Securities shall be deemed
also to refer to any Additional Amounts that may be payable as set forth herein
and under the Securities.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or



                                       2
<PAGE>

indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have the meanings
correlative to the foregoing.

                  "Attributable Debt" means, at the time of determination, the
present value (discounted at the interest rate, compounded semiannually, equal
to the discount rate that would be applicable to a Capitalized Lease Obligation
with a like term in accordance with GAAP) of the obligation of a lessee for net
rental payments during the remaining term of any lease (including any period for
which such lease has been extended) entered into in connection with a Sale and
Lease-Back Transaction.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Authorized Newspaper" means a newspaper, in an official
language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication,
whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.

                  "Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer.

                  "Board of Directors" means the board of directors of the
Issuer, any other committee of or created by that board or any one or more
senior officers designated by resolution of the board of directors as duly
authorized to act hereunder.

                  "Board Resolution" means a copy of one or more resolutions,
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", with respect to any Place of Payment, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment are authorized or required by law
regulation or executive order to close.

                  "Capitalized Lease Obligation" means, as to any Person, any
obligation of such Person to pay rent or other amounts under a lease with
respect to any property (whether real, personal or mixed) acquired or leased by
such Person and used in its business that is required to be classified and
accounted for as a capital lease on the balance sheet of such Person in
accordance with GAAP and the amount of such Capitalized Lease Obligation shall
be the capitalized amount thereof at such time determined in accordance with
GAAP.



                                       3
<PAGE>

                  "Code" means the Internal Revenue Code of 1986, as amended,
together with its predecessor.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this Indenture 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" includes any stock of any class of the Issuer
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Issuer and which is not subject to redemption by the Issuer.

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency other than the Euro, both by the government of the country or the
confederation which issued such Foreign Currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community or (ii) a Foreign Currency consisting of the
Euro, both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union.

                  "Corporate Trust Office" means a corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at 919 East Main Street, Richmond, Virginia 23219, Attention:
Corporate Trust Division, 10th Floor.

                  "Corporation" includes corporations and limited liability
companies and, except for purposes of Article Eight, associations, companies and
business trusts.

                  "Coupon" means any interest coupon appertaining to a Bearer
Security.

                  "Credit Agreement" or "Credit Agreements" means (i) the credit
agreement, dated June 29, 2001 (as amended from time to time), among the Issuer,
the Guarantors, the lenders and the agents named therein relating to the
Issuer's $1,000,000,000 revolving credit facility and (ii) any future unsecured
credit facility or lending arrangement for unsecured indebtedness of the Issuer
between the Issuer and one or more third party lenders.

                  "Currency," with respect to any payment, deposit or other
transfer in respect of the principal of or any premium or interest on or any
Additional Amounts with respect to any Security, means Dollars or the Foreign
Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.

                  "CUSIP number" means the alphanumeric designation assigned to
a Security by Standard & Poor's Corporation, CUSIP Service Bureau.

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



                                       4
<PAGE>

                  "Dollars" or "$" means a dollar or other equivalent unit of
legal tender for payment of public or private debts in the United States of
America.

                  "Euro" means the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty
establishing European Community, as amended by the Treaty on European Union.

                  "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Community.

                  "European Union" means the participating member states that
adopt a single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union.

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

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

                  "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the Euro, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

                  "GAAP" means such accounting principles as are generally
accepted in the United States of America as of the date or time of any
computation required hereunder.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.



                                       5
<PAGE>

                  "Guarantee" or "Guarantees" means each full and unconditional
guarantee of the payment of the principal of, premium, if any, or interest on or
any Additional Amounts with respect to the Securities by a Guarantor, as more
fully set forth in Article Fourteen.

                  "Guarantor" or "Guarantors" means the Initial Guarantors and
any and all Subsequent Guarantors.

                  "Guarantor's Board of Directors" means, with respect to any
Guarantor, the Board of Directors of such Guarantor or any committee of that
Board duly authorized to act generally or in any particular respect for such
Guarantor hereunder.

                  "Guarantor's Board Resolution" means, with respect to any
Guarantor, a copy of one or more resolutions, certified by the Secretary or an
Assistant Secretary of such Guarantor to have been duly adopted by such
Guarantor's Board of Directors and to be in full force and effect on the date
such certification is delivered to the Trustee.

                  "Guarantor's Officers' Certificate" means, with respect to any
Guarantor, a certificate signed by any two Senior Officers, or by any Senior
Officer and any one Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of such Guarantor, that complies with the requirements of
Section 314(e) of the Trust Indenture Act.

                  "Guarantor Request" and "Guarantor Order" mean, respectively,
a written request or order, as the case may be, signed in the name of a
Guarantor by any two Senior Officers, or by any Senior Officer and any one
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
any such Guarantor, and delivered to the Trustee.

                  "Holder," in the case of any Registered Security, means the
Person in whose name such Security is registered in the Security Register and,
in the case of any Bearer Security, means the bearer thereof and, in the case of
any Coupon, means the bearer thereof.

                  "Indebtedness" means of any Person at any date, (a) all
indebtedness of such Person for borrowed money or which is evidenced by a note,
bond, debenture or similar instrument, (b) all indebtedness of such Person for
the deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (c) all Capitalized Lease Obligations or
such Person, (d) all obligations of such Person in respect of acceptances or
letters of credit or similar instruments issued or created for the account of
such Person, (e) all guarantee obligations of such Person (but excluding any
guarantee of an agreement of a wholly-owned Subsidiary, if the obligation under
such agreement would not otherwise constitute Indebtedness if such Person had
entered into such agreement directly), (f) all obligations of such Person in
respect of interest rate hedge or protection agreements, (g) all redeemable
preferred stock of such Person and (h) all liabilities of the type described in
clauses (a) through (e) above secured by any lien on any property owned by such
Person even though such Person has not assumed or otherwise become liable for
the payment thereof; provided that the amount of any nonrecourse Indebtedness of
such Person shall be not more than an amount equal to the fair market value of
the property subject to such lien, as determined by such Person in good faith.
The Indebtedness of any Person shall



                                       6
<PAGE>

include the Indebtedness of any partnership in which such Person is a general
partner, other than to the extent the instrument or agreement evidencing such
Indebtedness expressly limits liability of such Person in respect thereof.

                  "Indenture" means this instrument as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 301 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

                  "Independent Public Accountants" means accountants or a firm
of accountants that, with respect to the Issuer and the Guarantors and any other
obligor under the Securities, the Coupons or the Guarantees, are independent
public accountants within the meaning of the Securities Act, and the rules and
regulations promulgated by the Commission thereunder, who may be the independent
public accountants regularly retained by the Issuer or who may be other
independent public accountants. Such accountants or firm shall be entitled to
rely upon any Opinion of Counsel as to the interpretation of any legal matters
relating to this Indenture or certificates required to be provided hereunder.

                  "Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

                  "Initial Guarantor" or "Initial Guarantors" means Media
General Financial Services, Inc., a Virginia corporation, Media General
Communications, Inc., a Delaware corporation, MG Broadcasting of Birmingham
Holdings, LLC, an Alabama limited liability company, Media General Operations,
Inc., a Delaware corporation, The Tribune Company Holdings, Inc., a Delaware
corporation, Media General Broadcasting of South Carolina Holdings, Inc., a
Delaware corporation, MG Broadcasting of Birmingham II, LLC, an Alabama limited
liability company, Professional Communications Systems, Inc., a Florida
corporation, NES II, Inc., a Virginia corporation, and Virginia Paper
Manufacturing Corp., a Georgia corporation, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Initial Guarantor" and "Initial Guarantors" shall mean such
successor Person.

                  "Interest", with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1004, includes such
Additional Amounts.

                  "Interest Payment Date", 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 Person shall have become such
pursuant to the applicable provisions


                                       7
<PAGE>

of this Indenture, and thereafter "Issuer" shall mean such successor Person, and
any other obligor upon the Securities.

                  "Issuer Order" and "Issuer Request" mean, respectively, a
written request or order, as the case may be, signed in the name of the Issuer
by, any two Senior Officers or by any Senior Officer and any one of the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Issuer, and delivered to the Trustee.

                  "Judgment Currency" has the meaning specified in Section 117.

                  "Legal Holiday" means a day that is not a Business Day.

                  "Maturity", 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 provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

                  "Office" or "Agency", with respect to any Securities, means an
office or agency of the Issuer maintained or designated in a Place of Payment
for such Securities pursuant to Section 1002 or any other office or agency of
the Issuer maintained or designated for such Securities pursuant to Section 1002
or, to the extent designated or required by Section 1002 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.

                  "Officers' Certificate" means a certificate signed by any two
Senior Officers, or by any Senior Officer and any one of the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer, that
complies with the requirements of Section 314(e) of the Trust Indenture Act and
is delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or counsel for the Issuer or a Guarantor or other counsel
who shall be reasonably acceptable to the Trustee, that, if required by the
Trust Indenture Act, complies with the requirements of Section 314(e) of the
Trust Indenture Act.

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

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

                  (a)   any such Security theretofore cancelled by the Trustee
                        or the Security Registrar or delivered to the Trustee or
                        the Security Registrar for cancellation;



                                       8
<PAGE>

                  (b)   any such Security for whose payment at the Maturity
                        thereof money in the necessary amount has been
                        theretofore deposited pursuant hereto (other than
                        pursuant to Section 402) with the Trustee or any Paying
                        Agent (other than the Issuer or a Guarantor) in trust or
                        set aside and segregated in trust by the Issuer or a
                        Guarantor (if the Issuer shall act as its own, or
                        authorizes a Guarantor to act as, Paying Agent) for the
                        Holders of such Securities and any Coupons appertaining
                        thereto, 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;

                  (c)   any such Security with respect to which the Issuer has
                        effected defeasance pursuant to the terms hereof, except
                        to the extent provided in Section 402; and

                  (d)   any such Security which has 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, unless there shall have been
                        presented to the Trustee proof satisfactory to it that
                        such Security is held by a bona fide purchaser in whose
                        hands such Security is a valid obligation of the Issuer.

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Issuer or a Guarantor or any other obligor upon
the Securities, or any Affiliate of the Issuer or a Guarantor or such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which shall have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee's right so to act with respect


                                       9
<PAGE>

to such Securities and (B) that the pledgee is not the Issuer or a Guarantor or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Issuer or a Guarantor or such other obligor.

                  "Paying Agent" means any Person authorized by the Issuer to
pay the principal of, or any premium or interest on, or any Additional Amounts
with respect to, any Security or any Coupon on behalf of the Issuer.

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

                  "Place of Payment," with respect to any Security, means The
City of New York or such other place or places where the principal of, or any
premium or interest on, or any Additional Amounts with respect to such Security
are payable as provided in or pursuant to this Indenture or such Security.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same Indebtedness 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 lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

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

                  "Redemption Price", with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed as
determined by or pursuant to this Indenture or such Security.

                  "Registered Security" means any Security established pursuant
to Section 201 which is registered in the Security Register.

                  "Regular Record Date" for the interest payable on any
Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

                  "Repayment Date", with respect to any Security or portion
thereof to be repurchased at the option of the Holders thereof, means the date
or dates fixed for such repayment by or pursuant to this Indenture or such
Security.

                  "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office and also means, with respect to a particular corporate
trust matter, any other officer of the


                                       10
<PAGE>

Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

                  "Sale and Lease-Back Transaction" has the meaning specified in
Section 1009.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security" or "Securities" means any note or notes, bond or
bonds, debenture or debentures, or any other evidences of Indebtedness, as the
case may be, authenticated and delivered under this Indenture; provided,
however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, "Securities", with respect to any such Person, shall mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

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

                  "Senior Officer" means, with respect to the Issuer, the
Chairman of the Board of Directors, a Vice Chairman, the President or a Vice
President.

                  "Significant Subsidiary" of any Person means a Subsidiary that
qualifies as a "significant subsidiary" within the meaning of Regulation S-X
under the Securities Act.

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

                  "Specified Currency" has the meaning specified in Section 117.

                  "Stated Maturity", with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, means the date established by or pursuant to this
Indenture or such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.

                  "Subsequent Guarantor" means any Subsidiary that after the
date hereof guarantees indebtedness of the Issuer under a Credit Agreement.

                  "Subsidiary" of any Person means (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person (or a combination
thereof), (ii) any partnership, limited liability company or similar
pass-through entity, the sole general partner or the managing general partner or
managing member of which is such Person or a Subsidiary of such Person and (iii)
any partnership, limited liability company or similar pass-through entity, the
only general partners, managing members, or persons, however designated in
corresponding



                                       11
<PAGE>

roles, of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

                  "United States," except as otherwise provided in or pursuant
to this Indenture or any Security, means the United States of America (including
the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

                  "United States Alien," except as otherwise provided in or
pursuant to this Indenture or any Security, means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

                  "U.S. Depository" or "Depository" means, with respect to any
Security issuable or issued in the form of one or more global Securities, the
Person designated as U.S. Depository or Depository by the Issuer in or pursuant
to this Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Exchange Act, and, if
so provided with respect to any Security, any successor to such Person. If at
any time there is more than one such Person, "U.S. Depository" or "Depository"
shall mean, with respect to any Securities, the qualifying entity which has been
appointed with respect to such Securities.

                  "Vice President," when used with respect to the Issuer, or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "Vice President". Section 102.
Compliance Certificates and Opinions.

                  Except as otherwise expressly provided in this Indenture, upon
any application or request by the Issuer or a Gurantor to the Trustee to take
any action under any provision of this Indenture, the Issuer or such Guarantor
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 an Opinion of Counsel stating that,
in the opinion



                                       12
<PAGE>

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 or any of them is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

                  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 or a
Guarantor may be based, insofar as it relates to legal matters, upon an Opinion
of Counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the opinion with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such 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 or such
Guarantor stating that the information with respect to such factual matters is
in the possession of the Issuer or such Guarantor 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 or any Security, they may, but need not,
be consolidated and form one instrument.

                  Section 104. Acts of Holders.

                  (1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to 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. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Twelve, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Issuer and the Guarantors.
Such instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a



                                       13
<PAGE>

writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the
Issuer or a Guarantor and any agent of the Trustee, the Issuer or such
Guarantor, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 1306.

                  Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository's standing instructions and customary practices.

                  The Trustee shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interest in any permanent
global Security held by a U.S. Depository entitled under the procedures of such
U.S. Depository to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other Act provided in or pursuant to this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Holders on such record
date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other Act, whether or not such Holders remain Holders
after such record date. No such request, demand, authorization, direction,
notice, consent, waiver or other Act shall be valid or effective if made, given
or taken more than 90 days after such record date.

                  (2) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                  (3) The ownership, principal amount and serial numbers of
Registered Securities held by any Person, and the date of the commencement and
the date of the termination of holding the same, shall be proved by the Security
Register.

                  (4) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Issuer,
wherever situated, if such certificate shall be deemed by the Issuer and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee, the Issuer
and the Guarantors may assume that such ownership of any Bearer Security
continues until (1)



                                       14
<PAGE>

another certificate or affidavit bearing a later date issued in respect of the
same Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Issuer, the Guarantors and the
Trustee deem sufficient.

                  (5) If the Issuer or a Guarantor shall solicit from the
Holders of any Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Issuer or such Guarantor,
as the case may be, may at its option (but is not obligated to), by Board
Resolution or Guarantor's Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act. If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

                  (6) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Issuer in reliance thereon, whether or not
notation of such Act is made upon such Security.

                  Section 105. Notices, etc., to Trustee, Issuer and Guarantors.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other 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, a Guarantor or the Issuer shall
            be sufficient for every purpose hereunder if made, given, furnished
            or filed in writing (which may be by facsimile) to or with the
            Trustee at its Corporate Trust Office, or

                  (2) the Issuer or a Guarantor by the Trustee or 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 or such Guarantor, as the case may
            be, addressed to the attention of its Treasurer at the address of
            its principal office specified in



                                       15
<PAGE>

            the first paragraph of this instrument or at any other address
            previously furnished in writing to the Trustee by the Issuer or such
            Guarantor, as the case may be.

                  Section 106. Notice to Holders of Securities; Waiver.

                  Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1) such notice shall be sufficiently given to Holders of
            Registered Securities if in writing and mailed, first-class postage
            prepaid, to each Holder of a Registered Security 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; and

                  (2) such notice shall be sufficiently given to Holders of
            Bearer Securities, if any, if published in an Authorized Newspaper
            in The City of New York and, if such Securities are then listed on
            any stock exchange outside the United States, in an Authorized
            Newspaper in such city as the Issuer shall advise the Trustee that
            such stock exchange so requires, on a Business Day at least twice,
            the first such publication to be not earlier than the earliest date
            and the second such publication not later than the latest date
            prescribed for the giving of such notice.

                  In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

                  In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearers Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

                  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 of Securities 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.



                                       16
<PAGE>

                  Section 107. Language of Notices.

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language, except that, if the Issuer or such Guarantor, as the
case may be, so elects, any published notice may be in an official language of
the country of publication.

                  Section 108. Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with
any duties under any required provision of the Trust Indenture Act applicable
hereto, such required provision shall control.

                  Section 109. Effect of Headings and Table of Contents.

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

                  Section 110. Successors and Assigns.

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

                  Section 111. Separability Clause.

                  In case any provision in this Indenture, any Security or any
Coupon 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 112. Benefits of Indenture.

                  Nothing in this Indenture, any Security or any Coupon, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent and their successors hereunder and the
Holders of Securities or Coupons, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

                  Section 113. Governing Law.

                  This Indenture, the Securities, the Guarantees and any Coupons
shall be governed by and construed in accordance with the laws of the State of
New York, including Section 5-1401 of New York General Obligations Law, but
otherwise without regard to the conflict of law rules thereof.

                  Section 114. Legal Holidays.

                  Unless otherwise specified in or pursuant to this Indenture or
any Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the



                                       17
<PAGE>

last date on which a Holder has the right to convert or exchange Securities of a
series that are convertible or exchangeable, shall be a Legal Holiday at any
Place of Payment for such Security, then (notwithstanding any other provision of
this Indenture, any Security or any Coupon other than a provision in any
Security or Coupon that states that such provision shall apply in lieu of the
following) payment need not be made at such Place of Payment on such date, and
such Securities need not be converted or exchanged on such date but such payment
may be made, and such Securities may be converted or exchanged, on the next
succeeding day that is a Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, and no
interest shall accrue on the amount payable on such date or at such time for the
period from and after such Interest Payment Date, Stated Maturity, Maturity or
last day for conversion or exchange, as the case may be, to the next succeeding
Business Day.

                  Section 115. Counterparts.

                  This Indenture may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the
same instrument.

                  Section 116. No Recourse Against Others.

                  No recourse under or upon any obligation, covenant or
agreement contained in this Indenture or in any Security or Guarantee, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or any Guarantor, either directly or through the Issuer or
a Guarantor, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Issuer or any Guarantor, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or Guarantee or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or Guarantee or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security or Guarantee.

                  Section 117. Currency Indemnity.

                  The Issuer and each Guarantor agrees, jointly and severally,
to indemnify the Holder of any Security or Guarantee, as the case may be,
against any loss incurred by such Holder as a result of any judgment or order
being given or made against the Issuer or any such Guarantor for any amount due
in respect of such Security or any such Guarantee and such judgment or order
requiring payment in a Currency (the "Judgment Currency") other than the



                                       18
<PAGE>

Currency in which such Security or such Guarantee, as the case may be, was
payable in accordance with its terms (the "Specified Currency"), and as a result
of any variation between (i) the rate of exchange at which the Specified
Currency amount is converted into the Judgment Currency for the purpose of such
judgment or order, and (ii) the rate of exchange at which such Holder, on the
date of payment of such judgment or order, is able to purchase the Specified
Currency with the amount of the Judgment Currency actually received by such
Holder, as the case may be. The foregoing indemnity constitutes a separate and
independent obligation of the Issuer and each Guarantor and continues in full
force and effect notwithstanding any such judgment or order as aforesaid. The
term "rate of exchange" includes any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant Currency.



                                       19
<PAGE>

                  Section 118. No Security Interest Created.

                  Subject to the provisions of Section 1006, nothing in this
Indenture or in any Securities, express or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Issuer or its Subsidiaries is or may be located.

                                  ARTICLE TWO
                                SECURITIES FORMS

                  Section 201. Forms Generally.

                  Each Registered Security, Bearer Security, Coupon and
temporary or permanent global Security issued pursuant to this Indenture shall
be in the form established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by or
pursuant to this Indenture or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

                  Unless otherwise provided in or pursuant to this Indenture or
any Securities, the Securities shall be issuable in registered form without
Coupons and shall not be issuable upon the exercise of warrants.

                  Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Issuer executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

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

                  Subject to Section 611, the Trustee's certificate of
authentication shall be in substantially the following form:

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

                              SUNTRUST BANK,
                                   as Trustee

                              By___________________________
                                  Authorized Signatory




                                       20
<PAGE>

                  Section 203. Securities in Global Form.

                  Unless otherwise provided in or pursuant to this Indenture or
any Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Issuer Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Issuer Order. If an Issuer Order pursuant
to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Issuer with respect to a Security in global form shall be in
writing but need not be accompanied by or contained in an Officers' Certificate
and need not be accompanied by an Opinion of Counsel.

                  Notwithstanding the provisions of Section 307, unless
otherwise specified in or pursuant to this Indenture or any Securities, payment
of principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or permanent global form shall be made to
the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Issuer, the Trustee and any agent of
the Issuer and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.

                                 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 from time to time in one or more series.

                  With respect to any Securities to be authenticated and
delivered hereunder, there shall be established in one or more Board Resolutions
and, if applicable, Guarantor's Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, if applicable, Guarantor's Board
Resolutions and, subject to Section 303, set forth, or determined in the manner
provided, in an



                                       21
<PAGE>

Officers' Certificate and, if applicable, Guarantor's Officers' Certificate, or
established in one or more indentures supplemental hereto,

                  (1) the title or designation of the Securities of the series
            (which shall distinguish the Securities of such series from all
            other series of Securities);

                  (2) any limit upon the aggregate principal amount of the
            Securities of the series that may be authenticated and delivered
            under this Indenture (except for Securities authenticated and
            delivered upon registration of transfer of, or in exchange for, or
            in lieu of, other Securities of the series pursuant to Section 304,
            305, 306, 905 or 1107);

                  (3) the percentage of the principal amount at which the
            Securities of the series will be issued and, if other than the
            principal amount thereof, the portion of the principal amount
            thereof payable upon declaration of acceleration of maturity
            thereof;

                  (4) the date or dates, or the method or methods by which such
            date or dates will be determined, on which the principal of (and
            premium, if any) the Securities of the series shall be payable;

                  (5) the rate or rates at which the Securities of the series
            shall bear interest, if any, or the method or methods by which such
            rate or rates shall be determined, the date or dates from which such
            interest shall accrue or the method or methods by which such date or
            dates shall be determined, the Interest Payment Dates on which such
            interest will be payable and the Regular Record Date, if any, for
            the interest payable on any Registered Security on any Interest
            Payment Date, or the method or methods by which such date shall be
            determined, and the basis upon which such interest shall be
            calculated if other than that of a 360-day year of twelve 30-day
            months;

                  (6) the place or places, if any, other than or in addition to
            The City of New York, where the principal of (or premium, if any),
            interest, if any, on, the Securities of the series shall be payable,
            any Registered Securities of the series may be surrendered for
            registration of transfer or exchange and notices or demands to or
            upon the Issuer in respect of the Securities of the series and this
            Indenture may be served;

                  (7) the date or dates on which, or the period or periods
            within which, the price or prices at which, the Currency or
            Currencies in which, and other terms and conditions upon which the
            Securities of the series are required to be redeemed, or may be
            redeemed in whole or in part, at the option of the Issuer, if the
            Issuer is to have the option;

                  (8) the obligation, if any, of the Issuer to redeem, repay or
            purchase Securities of the series pursuant to any sinking fund or
            analogous provision or at the option of a Holder thereof, and the
            date or dates on which, or the period or periods within which, the
            price or prices at which, the Currency or Currencies in which, and
            other terms and conditions upon which Securities of the series shall
            be redeemed, repaid or purchased, in whole or in part, pursuant to
            such obligation;



                                       22
<PAGE>

                  (9) if other than denominations of $1,000 and any integral
            multiple thereof, the denominations in which any Registered
            Securities of the series shall be issuable and, if other than
            denominations of $5,000 and any integral multiple thereof, the
            denomination or denominations in which any Bearer Securities of the
            series shall be issuable;

                  (10) if other than the Trustee, the identity of each Security
            Registrar and/or Paying Agent;

                  (11) if other than the principal amount thereof, the portion
            of the principal amount of Securities of the series that shall be
            payable upon acceleration of the Maturity thereof pursuant to
            Section 502 or the method by which such portion shall be determined;

                  (12) if other than Dollars, the Foreign Currency or Currencies
            in which payment of the principal of (or premium, if any) or
            interest, if any, on the Securities of the series shall be payable
            or in which the Securities of the series shall be denominated;

                  (13) whether the amount of payments of principal of (or
            premium, if any) or interest, if any, on the Securities of the
            series may be determined with reference to an index, formula or
            other method (which index, formula or method may be based, without
            limitation, on one or more Currencies, commodities, equity indices
            or other indices), and the manner in which each such amount shall be
            determined;

                  (14) whether the principal of (or premium, if any) or
            interest, if any, on the Securities of the series are to be payable,
            at the election of the Issuer or a Holder thereof, in a Currency
            other than that in which such Securities are denominated or stated
            to be payable, the date or dates on which, or the period or periods
            within which, and the terms and conditions upon which, such election
            may be made, and the time and manner of, and identity of the
            exchange rate agent with responsibility for, determining the
            exchange rate between the Currency or Currencies in which such
            Securities are denominated or stated to be payable and the Currency
            or Currencies in which such Securities are to be so paid;

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

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

                  (17) whether Securities of the series are to be issuable as
            Registered Securities, Bearer Securities (with or without coupons)
            or both, any restrictions applicable to the offer, sale or delivery
            of Bearer Securities and the terms upon which Bearer Securities of
            the series may be exchanged for Registered Securities of the series
            and vice versa (if permitted by applicable laws and regulations),
            whether any Securities of the series are to be issuable initially in
            temporary form and whether any Securities of the series are to be
            issuable in book-entry form and, if so, whether beneficial owners of
            interests in any



                                       23
<PAGE>

            global Security may exchange such interests for Securities of such
            series and of like tenor of any authorized form and denomination and
            the circumstances under which any such exchanges may occur, if other
            than in the manner provided in Section 305, and, if Registered
            Securities of the series are to be issuable as a global Security,
            the identity of the depositary for such series and arrangements
            relating thereto;

                  (18) the date as of which any Bearer Securities of the series
            and any temporary global Security representing Outstanding
            Securities of the series shall be dated if other than the date of
            original issuance of the first Security of the series to be issued;

                  (19) the Person to whom any interest on any Registered
            Security of the series shall be payable, if other than the Person in
            whose name that Security (or one or more Predecessor Securities) is
            registered at the close of business on the Regular Record Date for
            such interest, the manner in which, or the Person to whom, any
            interest on any Bearer Security of the series shall be payable, if
            otherwise than upon presentation and surrender of the coupons
            appertaining thereto as they severally mature, and the extent to
            which, or the manner in which, any interest payable on a temporary
            global Security on an Interest Payment Date will be paid if other
            than in the manner provided in Section 304;

                  (20) if either or both of Section 402(2) relating to
            defeasance or Section 402(3) relating to covenant defeasance shall
            not be applicable to the Securities of such series or any provisions
            in modification of, in addition to or in lieu of any of the
            provisions of Article Four;

                  (21) if the Securities of such Series are convertible into
            and/or exchangeable for other securities, whether or not issued by
            the Issuer, and the terms and conditions upon which such Securities
            will be so convertible or exchangeable;

                  (22) if the Securities of such series are to be issuable in
            definitive form (whether upon original issue or upon exchange of a
            temporary Security of such series) only upon receipt of certain
            certificates or other documents or satisfaction of other conditions,
            then the form and/or terms of such certificates, documents or
            conditions;

                  (23) if the Securities of the series are to be issued upon the
            exercise of warrants, the time, manner and place for such Securities
            to be authenticated and delivered;

                  (24) whether and under what circumstances the Issuer or the
            Guarantors will pay Additional Amounts on the Securities of the
            series or the Guarantees to any Holder who is not a United States
            person (including any modification to the definition of such term)
            in respect of any tax, assessment or governmental charge and, if so,
            whether the Issuer will have the option to redeem such Securities
            rather than pay such Additional Amounts (and the terms of such
            option);

                  (25) whether the Securities of the series will be guaranteed
            by the Guarantors in accordance with Article Fourteen hereof;



                                       24
<PAGE>

                  (26) any transfer restrictions applicable to the Securities of
            the series; and

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

                  All Securities of any one series and all Coupons, if any,
appertaining to Bearer Securities of such series shall be substantially
identical except as to Currency of payments due thereunder, denomination and the
rate of interest, or method of determining the rate of interest, if any,
Maturity, and the date from which interest, if any, shall accrue and except as
may otherwise be provided by the Issuer in or pursuant to the Board Resolution
and set forth in the Officers' Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Securities. The terms of the
Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time
to time upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities of such
series as are specified in such Officers' Certificate or supplemental indenture.
All Securities of any one series need not be issued at the same time and, unless
otherwise so provided by the Issuer, a series may be reopened for issuances of
additional Securities of such series.

                  If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to one or more Board Resolutions or
Guarantor's Board Resolutions, such Board Resolutions and Guarantor's Board
Resolutions shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate and the Guarantor's Officers' Certificate setting forth
the terms of the Securities of such series.

                  Section 302. Currency; Denominations.

                  Unless otherwise provided in or pursuant to this Indenture,
the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

                  Section 303. Execution, Authentication, Delivery and Dating.

                  Securities shall be executed on behalf of the Issuer by its
Chairman of the Board, one of its Senior Officers or its Treasurer attested by
its Secretary or one of its Assistant Secretaries. Coupons shall be executed on
behalf of the Issuer by its Treasurer or any of its Assistant Treasurers. The
signature of any of these officers on the Securities or any Coupons appertaining
thereto may be manual or facsimile.



                                       25
<PAGE>

                  Securities and any Coupons appertaining thereto 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 or Coupons.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Securities, together with any
Coupons appertaining thereto, executed by the Issuer, to the Trustee for
authentication and, provided that the Board Resolution and Officers' Certificate
or supplemental indenture or indentures with respect to such Securities referred
to in Section 301 and an Issuer Order for the authentication and delivery of
such Securities have been delivered to the Trustee, the Trustee in accordance
with the Issuer Order and subject to the provisions hereof and of such
Securities shall authenticate and deliver such Securities. In authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any Coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to the applicable
provisions of Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon,

                  (1) an Opinion of Counsel to the effect that:

                  (a) the form or forms and terms of such Securities and
            Coupons, if any, have been established in conformity with the
            provisions of this Indenture;

                  (b) all conditions precedent to the authentication and
            delivery of such Securities and Coupons, if any, appertaining
            thereto, have been complied with and that such Securities, and
            Coupons, when completed by appropriate insertions, attested by duly
            authorized officers of the Issuer, delivered by duly authorized
            officers of the Issuer to the Trustee for authentication pursuant to
            this Indenture, and 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 legally valid
            and binding obligations of the Issuer, enforceable against the
            Issuer in accordance with their terms, except as enforcement thereof
            may be subject to or limited by bankruptcy, insolvency,
            reorganization, moratorium, arrangement, fraudulent conveyance,
            fraudulent transfer or other similar laws relating to or affecting
            creditors' rights generally, and subject to general principles of
            equity (regardless of whether enforcement is sought in a proceeding
            in equity or at law) and will entitle the Holders thereof to the
            benefits of this Indenture, including the Guarantees; and

                  (c) all laws and requirements in respect of the execution and
            delivery by the Issuer of such Securities and Coupons, if any, have
            been complied with.

                  (2) an Officers' Certificate and a Guarantor's Officers'
Certificate stating that, to the best knowledge of the Persons executing such
certificate, no event which is, or after notice or lapse of time would become,
an Event of Default with respect to any of the Securities shall have occurred
and be continuing.



                                       26
<PAGE>

                  If all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Security, but such opinion
and certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Issuer that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Issuer that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with.

                  The Trustee shall not be required to authenticate or to cause
an Authenticating Agent to authenticate any 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 or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

                  Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

                  No Security or Coupon appertaining thereto 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 in Section 202 or 611 executed by or on
behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized officers. Such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Except as permitted by Section 306 or
307, the Trustee shall not authenticate and deliver any Bearer Security unless
all Coupons appertaining thereto then matured have been detached and cancelled.

                  Section 304. Temporary Securities.

                  Pending the preparation of definitive Securities, the Issuer
may execute and deliver to the Trustee and, upon Issuer Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof 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, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Issuer executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

                  Except in the case of temporary Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities are issued, the Issuer shall cause definitive Securities to be
prepared without unreasonable delay. After the preparation of definitive
Securities of the same series and containing terms and provisions that are
identical to those of any temporary Securities, such temporary Securities shall
be



                                       27
<PAGE>

exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any
Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, 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, Transfer and Exchange.

                  With respect to the Registered Securities of each series, if
any, the Issuer shall cause to be kept a register (each such register being
herein sometimes referred to as the "Security Register") at an Office or Agency
for such series in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Issuer shall have the right to remove and replace from
time to time the Security Registrar for any series of Securities; provided that
no such removal or replacement shall be effective until a successor Security
Registrar with respect to such series of Securities shall have been appointed by
the Issuer and shall have accepted such appointment by the Issuer. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

                  Upon surrender for registration of transfer of any Registered
Security of any series at any Office or Agency for such 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 Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of a
like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series
containing identical terms and provisions, in any authorized denominations, and
of a like aggregate principal amount, upon surrender of the Securities to be
exchanged at any Office or Agency for such series. Whenever any Registered
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive.



                                       28
<PAGE>

                  If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Issuer
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Issuer and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                  If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

                  Whenever any Securities are surrendered for exchange as
contemplated by the immediately preceding two paragraphs, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

                  Notwithstanding the foregoing, except as otherwise provided in
or pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is not
appointed by the Issuer within 90 days of the date the Issuer is so



                                       29
<PAGE>

informed in writing, (ii) the Issuer executes and delivers to the Trustee an
Issuer Order to the effect that such global Security shall be so exchangeable,
or (iii) an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Issuer shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Issuer. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Issuer Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Issuer Order with
respect thereto to the Trustee, as the Issuer's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to
such Depository or the U.S. Depository, as the case may be, or such other
Depository or U.S. Depository referred to above in accordance with the
instructions of the Issuer referred to above. If a Registered Security is issued
in exchange for any portion of a global Security after the close of business at
the Office or Agency for such Security where such exchange occurs on or after
(i) any Regular Record Date for such Security and before the opening of business
at such Office or Agency on the next Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Office
or Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.



                                       30
<PAGE>

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Issuer evidencing
the same debt and entitling the Holders thereof to the same benefits under this
Indenture and the Guarantees as the Securities surrendered upon such
registration of transfer or exchange.

                  Every Registered Security presented or surrendered for
registration of transfer or for exchange or redemption shall (if so required by
the Issuer or the Security Registrar for such Security) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar for such Security 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, or redemption of Securities, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge, other
than an exchange pursuant to Section 304, 905 or 1107 not involving any
transfer.

                  Except as otherwise provided in or pursuant to this Indenture,
the Issuer shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

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

                  If any mutilated Security or a Security with a mutilated
Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 306, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

                  If there be delivered to the Issuer and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Issuer or the Trustee that such Security or Coupon has been
acquired by a bona fide purchaser, the Issuer shall execute and, upon the
Issuer's request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such



                                       31
<PAGE>

mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons
not destroyed, lost or stolen, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.

                  Notwithstanding the foregoing provisions of this Section 306,
in case any mutilated, destroyed, lost or stolen Security or Coupon 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 or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

                  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, with any Coupons appertaining thereto
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
Coupon appertains shall constitute a separate obligation of the Issuer, whether
or not the destroyed, lost or stolen Security and Coupons appertaining thereto
or the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture and the
Guarantees equally and proportionately with any and all other Securities of such
series and any Coupons, if any, duly issued hereunder.

                  The provisions of this Section, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be 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 or Coupons.

                  Section 307. Payment of Interest and Certain Additional
                               Amounts; Rights to Interest and Certain
                               Additional Amounts Preserved.

                  Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered
Security which shall be payable, and are punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered as of the close
of business on the Regular Record Date for such interest. Unless otherwise
provided in or pursuant to this Indenture, in case a Bearer Security is
surrendered in exchange for a Registered Security after the close of business at
an Office or Agency for such Security on any Regular Record Date therefor and
before the opening of business at such Office or Agency on the next succeeding



                                       32
<PAGE>

Interest Payment Date therefor, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date and interest shall not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                  Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered
Security which shall be payable, but shall not be punctually paid or duly
provided for, on any Interest Payment Date for such Registered Security (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
thereof 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,
as provided in clause (1) or (2) below:

                  (1) The Issuer may elect to make payment of any Defaulted
            Interest to the Person in whose name such Registered Security (or a
            Predecessor Security thereof) shall be 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 such Registered Security 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
            on or prior to the date of the proposed payment, such money when so
            deposited to be held in trust for the benefit of the Person 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 the Holder of such Registered
            Security (or a Predecessor Security thereof) at his address as it
            appears in the Security Register not less than 10 days prior to such
            Special Record Date. The Trustee may, in its discretion, in the name
            and at the expense of the Issuer cause a similar notice to be
            published at least once in an Authorized Newspaper of general
            circulation in the Borough of Manhattan, The City of New York, but
            such publication shall not be a condition precedent to the
            establishment of such Special Record Date. Notice of the proposed
            payment of such Defaulted Interest and the Special Record Date
            therefor having been mailed as aforesaid, such Defaulted Interest
            shall be paid to the Person in whose name such Registered Security
            (or a Predecessor Security thereof) shall be registered at the close
            of business on such Special Record Date and shall no longer be
            payable pursuant to the following clause (2). In case a Bearer
            Security is surrendered at the Office or Agency for such Security in
            exchange for a Registered Security after the close of business at
            such Office or Agency on any Special Record Date and before the
            opening of business at such Office or Agency on the related


                                       33
<PAGE>

            proposed date for payment of Defaulted Interest, such Bearer
            Security shall be surrendered without the Coupon relating to such
            Defaulted Interest and Defaulted Interest shall not be payable on
            such proposed date of payment in respect of the Registered Security
            issued in exchange for such Bearer Security, but shall be payable
            only to the Holder of such Coupon when due in accordance with the
            provisions of this Indenture.

                  (2) The Issuer may make payment of any Defaulted Interest in
            any other lawful manner not inconsistent with the requirements of
            any securities exchange on which such Security 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 payment shall be deemed practicable by
            the Trustee.

                  Unless otherwise provided in or pursuant to this Indenture or
the Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Issuer, interest on Registered Securities other
than global Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.

                  Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  In the case of any Registered Security of any series that is
convertible, which Registered Security is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted, interest with respect to which
the Stated Maturity is after the date of conversion of such Registered Security
shall not be payable.

                  Section 308. Persons Deemed Owners.

                  Prior to due presentment of a Registered Security for
registration of transfer, the Issuer, the Guarantors, the Trustee and any agent
of the Issuer, a Guarantor or the Trustee may treat the Person in whose name
such Registered Security is registered in the Security Register as the owner of
such Registered Security for the purpose of receiving payment of principal of,
any premium and (subject to Sections 305 and 307) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes
whatsoever, whether or not any payment with respect to such Registered Security
shall be overdue, and none of the Issuer, a



                                       34
<PAGE>

Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee
shall be affected by notice to the contrary.

                  The Issuer, the Guarantors, the Trustee and any agent of the
Issuer, a Guarantor or the Trustee may treat the bearer of any Bearer Security
or the bearer of any Coupon as the absolute owner of such Security or Coupon for
the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not any payment with respect to such Security or
Coupon shall be overdue, and none of the Issuer, a Guarantor, the Trustee or any
agent of the Issuer, a Guarantor or the Trustee shall be affected by notice to
the contrary.

                  No owner of any beneficial interest in any global Security
held on its behalf shall have any rights under this Indenture with respect to
such global Security, and the depository in whose name such Security is
registered may be treated by the Issuer, the Guarantors, the Trustee, and any
agent of the Issuer, a Guarantor or the Trustee as the owner and Holder of such
global Security for all purposes whatsoever. None of the Issuer, the Guarantors,
the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

                  Section 309. Cancellation.

                  All Securities and Coupons surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any
such purpose, shall be cancelled promptly by the Trustee. 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 cancelled promptly
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 or pursuant to this Indenture. All cancelled Securities and Coupons
held by the Trustee shall be disposed of by the Trustee in accordance with its
procedures in effect regarding the disposition of cancelled Securities as of the
date of such disposition, unless by an Issuer Order the Issuer directs their
return to it.

                  Section 310. Computation of Interest.

                  Except as otherwise provided in or pursuant to this Indenture
or in any Security, interest on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months.

                  Section 311. CUSIP Numbers.

                  The Issuer in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a




                                       35
<PAGE>

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

                                  ARTICLE FOUR
                     SATISFACTION AND DISCHARGE OF INDENTURE

                  Section 401. Satisfaction and Discharge.

                  Upon the direction of the Issuer by an Issuer Order, this
Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Issuer Order, and any Coupons appertaining thereto,
and the Trustee, on receipt of an Issuer Order at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when

                  (1) either

                  (a) all Securities of such series theretofore authenticated
            and delivered and all Coupons appertaining thereto (other than (i)
            Coupons appertaining to Bearer Securities of such series surrendered
            in exchange for Registered Securities of such series and maturing
            after such exchange whose surrender is not required or has been
            waived as provided in Section 305, (ii) Securities and Coupons of
            such series which have been destroyed, lost or stolen and which have
            been replaced or paid as provided in Section 306, (iii) Coupons
            appertaining to Securities of such series called for redemption and
            maturing after the relevant Redemption Date whose surrender has been
            waived as provided in Section 1107, and (iv) Securities and Coupons
            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 Securities of such series and, in the case of (i) or
            (ii) below, any Coupons appertaining thereto 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) if redeemable at the option of the Issuer, 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,



                                       36
<PAGE>

            and the Issuer, in the case of (i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for such purpose, money in the Currency in which such
            Securities are payable in an amount sufficient to pay and discharge
            the entire indebtedness on such Securities and any Coupons
            appertaining thereto not theretofore delivered to the Trustee for
            cancellation, including the principal of, any premium and interest
            on, and any Additional Amounts with respect to such Securities and
            any Coupons appertaining thereto, to the date of such deposit (in
            the case of Securities which have become due and payable) or to the
            Maturity thereof, as the case may be;

                  (2) the Issuer or the Guarantors have paid or caused to be
            paid all other sums payable hereunder by the Issuer and the
            Guarantors with respect to the Outstanding Securities of such series
            and any Coupons appertaining thereto; and

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

                  In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the obligations of the
Issuer to the Trustee under Section 605 and, if money shall have been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Issuer, the Guarantors and the Trustee with respect to the
Securities of such series under Sections 305, 306, 403, 1002 and 1003, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)),
and with respect to any rights to exchange such Securities into other securities
shall survive.

                  Section 402. Defeasance and Covenant Defeasance.

                  (1) Unless pursuant to Section 301, either or both of (i)
defeasance of the Securities of or within a series under clause (2) of this
Section 402 shall not be applicable with respect to the Securities of such
series or (ii) covenant defeasance of the Securities of or within a series under
clause (3) of this Section 402 shall not be applicable with respect to the
Securities of such series, then such provisions, together with the other
provisions of this Section 402 (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities and any Coupons appertaining thereto, and the
Issuer may at its option by Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have Section 402(2) or
Section 402(3) be applied to such




                                       37
<PAGE>

Outstanding Securities and any Coupons appertaining thereto upon compliance with
the conditions set forth below in this Section 402.

                  (2) Upon the Issuer's exercise of the above option applicable
to this Section 402(2) with respect to any Securities of or within a series, the
Issuer shall be deemed to have been discharged from its obligations with respect
to such Outstanding Securities and any Coupons appertaining thereto,
respectively, on the date the conditions set forth in clause (4) of this Section
402 are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
means that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of clause (5) of this Section 402 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Issuer, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely from the trust fund described in
clause (4) of this Section 402 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, and any rights of
such Holder to convert or exchange such Securities into Common Stock or other
securities, (ii) the obligations of the Issuer and the Trustee with respect to
such Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1004 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 401(4)(a) below), and with respect to any
rights to exchange such Securities into other securities, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 402. The Issuer may exercise its option under this Section 402(2)
notwithstanding the prior exercise of its option under clause (3) of this
Section 402 with respect to such Securities and any Coupons appertaining
thereto.

                  (3) Upon the Issuer's exercise of the above option applicable
to this Section 402(3) with respect to any Securities of or within a series, the
Issuer shall be released from its obligations under Section 1006, Section 1007
and Section 1009 and, to the extent specified pursuant to Section 301, any other
covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto, on and after the date the
conditions set forth in clause (4) of this Section 402 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with any such covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any Coupons appertaining thereto, the Issuer may omit to comply
with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such Section or such other



                                       38
<PAGE>

covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 501(4) or 501(9) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and Coupons appertaining thereto shall be unaffected thereby.

                  (4) The following shall be the conditions to application of
clause (2) or (3) of this Section 402 to any Outstanding Securities of or within
a series and any Coupons appertaining thereto:

                  (a) The Issuer shall irrevocably have deposited or caused to
            be deposited with the Trustee (or another trustee satisfying the
            requirements of Section 607 who shall agree to comply with the
            provisions of this Section 402 applicable to it) as trust funds in
            trust for the purpose of making the following payments, specifically
            pledged as security for, and dedicated solely to, the benefit of the
            Holders of such Securities and any Coupons appertaining thereto, (1)
            an amount of funds in Dollars or in the Foreign Currency in which
            such Securities and any Coupons appertaining thereto are then
            specified as payable at Stated Maturity, or (2) Government
            Obligations applicable to such Securities and Coupons appertaining
            thereto (determined on the basis of the Currency in which such
            Securities and Coupons appertaining thereto are then specified as
            payable at Stated Maturity) which through the scheduled payment of
            principal and interest in respect thereof in accordance with their
            terms will provide, not later than one day before the due date of
            any payment of principal of (and premium, if any) and interest, if
            any, on such Securities and any Coupons appertaining thereto, money
            in an amount, or (3) a combination thereof, in any case, in an
            amount, sufficient, without consideration of any reinvestment of
            such principal and interest, in the opinion of a nationally
            recognized firm of independent public accountants expressed in a
            written certification thereof delivered to the Trustee, to pay and
            discharge, and which shall be applied by the Trustee (or other
            qualifying trustee) to pay and discharge, (y) the principal of (and
            premium, if any) and interest, if any, on such Outstanding
            Securities and any Coupons appertaining thereto on the Stated
            Maturity of such principal or installment of principal or interest
            and (z) any mandatory sinking fund payments or analogous payments
            applicable to such Outstanding Securities and any Coupons
            appertaining thereto on the day on which such payments are due and
            payable in accordance with the terms of this Indenture and of such
            Securities and any Coupons appertaining thereto.

                  (b) Such defeasance or covenant defeasance shall not result in
            a breach or violation of, or constitute a default under, this
            Indenture or any other material agreement or instrument to which the
            Issuer is a party or by which it is bound.

                  (c) No Event of Default or event which with notice or lapse of
            time or both would become an Event of Default with respect to such
            Securities and any Coupons appertaining thereto shall have occurred
            and be continuing on the date of such deposit and, with respect to
            defeasance only, at any time during the period ending on the 91st
            day



                                       39
<PAGE>

            after the date of such deposit (it being understood that this
            condition shall not be deemed satisfied until the expiration of such
            period).

                  (d) In the case of an election under clause (2) of this
            Section 402, the Issuer shall have delivered to the Trustee an
            Opinion of Counsel stating that (i) the Issuer has received from the
            Internal Revenue Service a letter ruling, or there has been
            published by the Internal Revenue Service a revenue ruling, or (ii)
            there has been a change in the applicable Federal income tax law, in
            either case to the effect that, and based thereon such opinion shall
            confirm that, the Holders of such Outstanding Securities and any
            Coupons appertaining thereto will not recognize income, gain or loss
            for Federal income tax purposes as a result of such defeasance and
            will be subject to Federal income tax on the same amounts, in the
            same manner and at the same times as would have been the case if
            such defeasance had not occurred.

                  (e) In the case of an election under clause (3) of this
            Section 402, the Issuer shall have delivered to the Trustee an
            Opinion of Counsel to the effect that the Holders of such
            Outstanding Securities and any Coupons appertaining thereto will not
            recognize income, gain or loss for Federal income tax purposes as a
            result of such covenant defeasance and will be subject to Federal
            income tax on the same amounts, in the same manner and at the same
            times as would have been the case if such covenant defeasance had
            not occurred.

                  (f) The Issuer shall have delivered to the Trustee an
            Officers' Certificate and an Opinion of Counsel, each stating that
            all conditions precedent to the defeasance or covenant defeasance
            under clause (2) or (3) of this Section 402 (as the case may be)
            have been complied with.

                  (g) Notwithstanding any other provisions of this Section
            402(4), such defeasance or covenant defeasance shall be effected in
            compliance with any additional or substitute terms, conditions or
            limitations which may be imposed on the Issuer in connection
            therewith pursuant to Section 301.

                  (5) Subject to the provisions of the last paragraph of Section
1003, all money and Government Obligations (or other assets as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
402(5) and Section 403, the "Trustee") pursuant to clause (4) of Section 402 in
respect of any Outstanding Securities of any series and any Coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any Coupons appertaining thereto 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 Holders of such Securities and any Coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but such money
need not be segregated from other funds except to the extent required by law.



                                       40
<PAGE>

                  Unless otherwise specified in or pursuant to this Indenture or
any Security, if, after a deposit referred to in Section 402(4)(a) has been
made, (a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
402(4)(a) has been made in respect of such Security, or (b) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 402(4)(a) has been made, the indebtedness represented by such Security
and any Coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on, and Additional Amounts, if any, with
respect to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other assets deposited in respect of such Security into
the Currency in which such Security becomes payable as a result of such election
or Conversion Event based on (x) in the case of payments made pursuant to clause
(a) above, the applicable market exchange rate for such Currency in effect on
the second Business Day prior to each payment date, or (y) with respect to a
Conversion Event, the applicable market exchange rate for such Foreign Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

                  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge, imposed on or assessed against the Government
Obligations deposited pursuant to this Section 402 or the principal or interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
Coupons appertaining thereto.

                  Anything in this Section 402 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuer from time to time upon Issuer
Request any money or Government Obligations (or other assets and any proceeds
therefrom) held by it as provided in clause (4) of this Section 402 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 402.

                  Section 403. Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money and Government Obligations deposited with the Trustee pursuant
to Section 401 or 402 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the Coupons 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, premium, interest and Additional Amounts for
whose payment such money has or Government Obligations have been deposited with
or received by the Trustee; but such money and Government Obligations need not
be segregated from other funds except to the extent required by law.



                                       41
<PAGE>

                                  ARTICLE FIVE
                                    REMEDIES

                  Section 501. Events of Default.

                  "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or
Officers' Certificate establishing the terms of such Series pursuant to this
Indenture:

                  (1) default in the payment of any interest on or any
Additional Amounts payable in respect of any Security of such series when such
interest becomes or such Additional Amounts become due and payable, and
continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium
on any Security of such series when it becomes due and payable at its Maturity;
or

                  (3) default in the deposit of any sinking fund payment when
and as due by the terms of a Security of such series; or

                  (4) default in the performance, or breach, of any covenant or
warranty of the Issuer or any Guarantor in this Indenture, the Securities or the
Guarantees (other than a covenant or warranty a default in the performance or
the breach of which is elsewhere in this Section specifically dealt with or
which has been expressly included in this Indenture solely for the benefit of a
series of Securities other than such series), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Issuer or such Guarantor by the Trustee or to the Issuer
or such Guarantor, as the case may be, and the Trustee by the Holders of at
least 33 1/3% in principal amount of the Outstanding Securities of such series,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

                  (5) the entry by a court having competent jurisdiction of:

                  (a) a decree or order for relief in respect of the Issuer, any
            of its Significant Subsidiaries or any Guarantor in an involuntary
            proceeding under any applicable bankruptcy, insolvency,
            reorganization or other similar law and such decree or order shall
            remain unstayed and in effect for a period of 90 consecutive days;
            or

                  (b) a decree or order adjudging the Issuer, any of its
            Significant Subsidiaries or any Guarantor to be insolvent, or
            approving a petition seeking reorganization, arrangement, adjustment
            or composition of the Issuer, any of its Significant Subsidiaries or
            any Guarantor and such decree or order shall remain unstayed and in
            effect for a period of 60 consecutive days; or



                                       42
<PAGE>

                  (c) a final and non-appealable order appointing a custodian,
            receiver, liquidator, assignee, trustee or other similar official of
            the Issuer, any of its Significant Subsidiaries or any Guarantor or
            of any substantial part of the property of the Issuer, any of its
            Significant Subsidiaries or any Guarantor, as the case may be, or
            ordering the winding up or liquidation of the affairs of the Issuer,
            any of its Significant Subsidiaries or any Guarantor; or

                  (6) the commencement by the Issuer, any of its Significant
Subsidiaries or any Guarantor of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Issuer, any
of its Significant Subsidiaries or any Guarantor to the entry of a decree or
order for relief in an involuntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by the Issuer, any of its
Significant Subsidiaries or any Guarantor of a petition or answer or consent
seeking reorganization or relief under any applicable law, or the consent by the
Issuer, any of its Significant Subsidiaries or any Guarantor to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or similar official of the Issuer, any
of its Significant Subsidiaries or any Guarantor or any substantial part of the
property of the Issuer, any of its Significant Subsidiaries or any Guarantor or
the making by the Issuer, any of its Significant Subsidiaries or any Guarantor
of an assignment for the benefit of creditors, or the taking of corporate action
by the Issuer, any of its Significant Subsidiaries or any Guarantor in
furtherance of any such action;

                  (7) there occurs with respect to any Indebtedness of the
Issuer (including an Event of Default under any other series of debt
securities), any of its Significant Subsidiaries or any Guarantor with an
outstanding original or principal amount of $20 million or more in the
aggregate, whether such Indebtedness exists on the date hereof or shall
hereafter be created, (a) an event of default that has caused the holder thereof
to declare such Indebtedness to be due and payable prior to its stated maturity
and such Indebtedness shall not have been discharged in full or such
acceleration shall not have been rescinded or annulled within 30 days of such
acceleration and/or (b) the failure to make a principal payment at the final
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default; or

                  (8) except as permitted by this Indenture, any Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor or any Person
acting on behalf of such Guarantor shall deny or disaffirm its obligations under
such Guarantee; or

                  (9) any other Event of Default provided in or pursuant to this
Indenture with respect to Securities of such series.



                                       43
<PAGE>

                  Section 502. Acceleration of Maturity; Rescission and
                               Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding (other than an Event of Default specified in
clause (5) or (6) of Section 501) occurs and is continuing, then the Trustee or
the Holders of not less than 33 1/3% in aggregate principal amount of the
Outstanding Securities of such series may declare the principal (or, if any
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, to be due and payable immediately, by a notice in
writing to the Issuer (and to the Trustee if given by the Holders), and upon any
such declaration such principal or such lesser amount shall become immediately
due and payable.

                  If an Event of Default specified in clause (5) or (6) of
Section 501 occurs, all unpaid principal of and unpaid interest accrued on the
Outstanding Securities of that series (or such lesser amount as may be provided
for in the Securities of such series) shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder of any Security of that series.

                  At any time after Securities of any series have been
accelerated 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 aggregate principal amount of the Outstanding
Securities of such series, by written notice to the Issuer and the Trustee, may
rescind and annul such acceleration and its consequences if

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

                  (a) all overdue installments of any interest on and Additional
            Amounts with respect to all Securities of such series and any Coupon
            appertaining thereto,

                  (b) the principal of and any premium on any Securities of such
            series which have become due otherwise than by such acceleration and
            interest thereon and any Additional Amounts with respect thereto at
            the rate or rates borne by or provided for in such Securities,

                  (c) to the extent that payment of such interest or Additional
            Amounts is lawful, interest upon overdue installments of any
            interest and Additional Amounts at the rate or rates borne by or
            provided for in such Securities, and

                  (d) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel and all other amounts due the
            Trustee under Section 606; or

                  (2) all Events of Default with respect to Securities of such
series, other than the non-payment of the principal of, any premium and interest
on, and any Additional Amounts




                                       44
<PAGE>

with respect to Securities of such series which shall have become due solely by
such acceleration, shall 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 installment of
interest on or any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such interest or Additional Amounts shall have become
due and payable and such default continues for a period of 90 days, or

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

the Issuer shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 606.

                  If the Issuer fails to pay the money it is required to pay the
Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Issuer or any Guarantor or any other obligor upon
such Securities and any Coupons appertaining thereto and collect the monies
adjudged or decreed to be payable in the manner provided by law out of the
property of the Issuer or any Guarantor or any other obligor upon such
Securities and any Coupons appertaining thereto, wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.



                                       45
<PAGE>

                  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, any Guarantor or any other
obligor upon the Securities or the property of the Issuer or any Guarantor or
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 or any Guarantor for the payment of any
overdue principal, premium, interest or Additional Amounts) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount, or such
            lesser amount as may be provided for in the Securities of such
            series, of the principal and any premium, interest and Additional
            Amounts owing and unpaid in respect of the Securities and any
            Coupons appertaining thereto and to file such other papers or
            documents as may be 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 or counsel) and of the Holders of Securities or any
            Coupons allowed in such judicial proceeding, and

                  (2) to collect and receive any monies 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 of Securities or any Coupons 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 of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 606.

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

                  Section 505. Trustee May Enforce Claims without Possession of
                               Securities or Coupons.

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



                                       46
<PAGE>

be for the ratable benefit of each and every Holder of a Security or Coupon in
respect of which such judgment has been recovered.

                  Section 506. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
or any premium, interest or Additional Amounts, upon presentation of the
Securities or Coupons, or both, as the case may be, 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 any
                  predecessor Trustee under Section 606;

                  SECOND: To the payment of the amounts then due and unpaid upon
                  the Securities and any Coupons for principal and any premium,
                  interest and Additional Amounts 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
                  aggregate amounts due and payable on such Securities and
                  Coupons for principal and any premium, interest and Additional
                  Amounts, respectively;

                  THIRD: The balance, if any, to the Person or Persons entitled
                  thereto.

                  Section 507. Limitations on Suits.

                  No Holder of any Security of any series or any Coupons
appertaining thereto 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 such series;

                  (2) the Holders of not less than 33 1/3% in aggregate
            principal amount of the Outstanding Securities of such series shall
            have made written request to the Trustee to institute proceedings in
            respect of such Event of Default in its own name as Trustee
            hereunder;

                  (3) such Holder or Holders have offered to the Trustee
            reasonable security or indemnity against the costs, expenses, losses
            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 reasonable indemnity has failed to institute
            any such proceeding; and



                                       47
<PAGE>

                  (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 aggregate principal amount of the Outstanding
            Securities of such 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 or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other 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 and any Premium, Interest and
                               Additional Amounts.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 305 and 307) interest on, and any Additional Amounts with respect
to, such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case of
repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the Repayment Date) and to convert or exchange any Security into
Common Stock or other securities in accordance with its terms, if applicable,
and to institute suit for the enforcement of any such payment or such conversion
or exchange right, and the right to institute any such suit shall not be
impaired without the consent of such Holder.

                  Section 509. Restoration of Rights and Remedies.

                  If the Trustee or any Holder of a Security or a Coupon has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case the Issuer, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder 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 or Coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon is
intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the



                                       48
<PAGE>

extent permitted by law, 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
Security or Coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to any Holder of a Security or a Coupon
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.

                  Section 512. Control by Holders of Securities.

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

                  (1) such direction shall not be in conflict with any rule of
            law or with this Indenture or with the Securities of any series,

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

                  (3) such direction is not unduly prejudicial to the rights of
            the other Holders of Securities of such series not joining in such
            action.

                  Section 513. Waiver of Past Defaults.

                  The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

                  (1) in the payment of the principal of, any premium or
            interest on, or any Additional Amounts with respect to, any Security
            of such series or any Coupons appertaining thereto, or

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

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no



                                       49
<PAGE>

such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

                  Section 514.      Waiver of Usury, Stay or Extension Laws.

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

                  Section 515.      Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of any undertaking to 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 515 shall not apply 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 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, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the Repayment Date) or for the enforcement of the right, if any, to
convert or exchange any Security into or other securities in accordance with its
terms.

                                  ARTICLE SIX
                                   THE TRUSTEE

                  Section 601. Certain Rights of Trustee.

                  Subject to the applicable provisions of Sections 315(a)
through 315(d) of the Trust Indenture Act:

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




                                       50
<PAGE>

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

                  (2) any request or direction of the Issuer mentioned herein
            shall be sufficiently evidenced by an Issuer Request or an Issuer
            Order or of a Guarantor mentioned herein shall be sufficiently
            evidenced by a Guarantor Request or Guarantor Order (in each case,
            other than delivery of any Security, together with any Coupons
            appertaining thereto, to the Trustee for authentication and delivery
            pursuant to Section 303 which shall be sufficiently evidenced as
            provided therein) and any resolution of the Board of Directors may
            be sufficiently evidenced by a Board Resolution or by a Guarantor's
            Board of Directors may be sufficiently evidenced by a Guarantor's
            Board of Resolution;

                  (3) 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 shall be herein
            specifically prescribed) may, in the absence of bad faith on its
            part, rely upon an Officers' Certificate or if such matter pertains
            to a Guarantor, a Guarantor's Officers' Certificate;

                  (4) the Trustee may consult with counsel and the advice of
            such counsel or any Opinion of Counsel acceptable to the Issuer
            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;

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

                  (6) 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, coupon 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, during business
            hours and upon reasonable notice, the books, records and premises of
            the Issuer and the Guarantors personally or by agent or attorney;

                  (7) 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; and



                                       51
<PAGE>

                  (8) subject to the provisions of Section 602 hereof and the
            applicable provisions of Sections 315(a) through 315(d) of the Trust
            Indenture Act, the Trustee shall not be charged with knowledge of
            any Event of Default described in Section 501(4), (5), (6), (7) or
            (8) hereof unless a Responsible Officer of the Trustee shall have
            actual knowledge of such Event of Default.

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

                  Section 602. Notice of Defaults.

                  Within 60 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 entitled to receive reports pursuant
to Section 703(3), 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, if any, on, or Additional Amounts or any sinking fund or purchase
fund installment with respect to, any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the best interest of the Holders of Securities
and Coupons of such series; and provided, further, that in the case of any
default of the character specified in Section 501(4) 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. Not Responsible for Recitals or Issuance of
                               Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, and in any Coupons shall be taken
as the statements of the Issuer and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in any
Statement of Eligibility on Form T-1 supplied to the Issuer are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Issuer of the Securities or the proceeds thereof.

                  Section 604. May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other Person that may be an agent of the Trustee, the
Issuer or any Guarantor, in its




                                       52
<PAGE>

individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Issuer with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other Person.

                  Section 605. Money Held in Trust.

                  Except as provided in Section 403 and Section 1003, money held
by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Issuer or any Guarantor.

                  Section 606. Compensation and Reimbursement.

                  The Issuer agrees:

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

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

                  (3) to indemnify the Trustee and its agents for, and to hold
            them harmless against, any loss, liability or expense incurred
            without negligence or bad faith on their part, arising out of or in
            connection with the acceptance or administration of the trust or
            trusts hereunder, including the costs and expenses of defending
            themselves against any claim or liability in connection with the
            exercise or performance of any of their powers or duties hereunder,
            except to the extent that any such loss, liability or expense was
            due to the Trustee's negligence or bad faith; provided, however,
            that the Issuer need not pay for any settlement made without its
            consent.

                  As security for the performance of the obligations of the
Issuer under this Section, the Trustee shall have a lien prior to the Securities
of any series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

                  Any compensation or expense incurred by the Trustee after a
default specified by Section 501 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. "Trustee"
for purposes of this Section 606 shall include any



                                       53
<PAGE>

predecessor Trustee but the negligence or bad faith of any Trustee shall not
affect the rights of any other Trustee under this Section 606.

                  The provisions of this section shall survive the termination
of this Indenture.

                  Section 607. Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder that is a
Corporation, organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000 subject to supervision or examination by Federal or
state authority. 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 608. Resignation and Removal; Appointment of
                               Successor.

                  (1) 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 pursuant
to Section 609.

                  (2) 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 609
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 such series.

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

                  (4) If at any time:

                  (a) the Trustee shall fail to comply with the obligations
            imposed upon it under Section 310(b) of the Trust Indenture Act with
            respect to Securities of any series after written request therefor
            by the Issuer or any Holder of a Security of such series who has
            been a bona fide Holder of a Security of such series for at least
            six months, or

                  (b) the Trustee shall cease to be eligible under Section 607
            and shall fail to resign after written request therefor by the
            Issuer or any such Holder, or

                  (c) 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,



                                       54
<PAGE>

then, in any such case, (i) the Issuer, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

                  (5) 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
or pursuant to 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 609. 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
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee 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 of Securities and accepted
appointment in the manner required by Section 609, any Holder of a Security 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.

                  (6) 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
the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
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 609. Acceptance of Appointment by Successor.

                  (1) Upon the appointment hereunder of any successor Trustee
with respect to all Securities, such successor Trustee so appointed shall
execute, acknowledge and deliver to the Issuer and 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,



                                       55
<PAGE>

trusts and duties hereunder of the retiring Trustee; but, on the request of the
Issuer or such successor Trustee, such retiring Trustee, upon payment of its
charges, shall execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and, subject
to Section 1003, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

        (2) Upon the appointment hereunder of any successor Trustee with respect
to the Securities of one or more (but not all) series, the Issuer, the retiring
Trustee and such successor Trustee 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, such 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, 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 that no Trustee shall be responsible
for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, 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, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the Trustee under
this Indenture with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates other than as hereinafter
expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities of that or those series to
which the appointment of such successor relates and subject to Section 1003
shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the 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, subject to
its claim, if any, provided for in Section 606.

        (3) Upon request of any Person appointed hereunder as a successor
Trustee, the Issuer and the Guarantors 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 (1) or (2) of this
Section, as the case may be.



                                       56
<PAGE>

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

                  Section 610. 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 of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  Section 611. Appointment of Authenticating Agent.

                  The Trustee may appoint one or more Authenticating Agents
acceptable to the Issuer with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
of that or those series issued upon original issue, exchange, registration of
transfer, partial redemption or partial repayment or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

                  Each Authenticating Agent shall be acceptable to the Issuer
and, except as provided in or pursuant to this Indenture, shall at all times be
a corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

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



                                       57
<PAGE>

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Issuer. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuer and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                  The Issuer agrees to pay each Authenticating Agent from time
to time reasonable compensation for its services under this Section. If the
Trustee makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 606.

                  The provisions of Sections 308, 603 and 604 shall be
applicable to each Authenticating Agent.

                  If an Authenticating Agent is appointed with respect to one or
more series of Securities pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to or in lieu of the Trustee's
certificate of authentication, an alternate certificate of authentication in
substantially the following form:

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

                                            SUNTRUST BANK,
                                                  As Trustee


                                            By_________________________________
                                                As Authenticating Agent


                                            By_________________________________
                                                Authorized Signatory


                  If all of the Securities of any series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Issuer wishes to have Securities of such series



                                       58
<PAGE>

authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not be accompanied by or contained in an Officers'
Certificate by the Issuer), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Issuer with respect to such series of Securities. ARTICLE SEVEN HOLDERS LISTS
AND REPORTS BY TRUSTEE, ISSUER AND GUARANTORS

                  Section 701. Issuer and Guarantors to Furnish Trustee Names
                               and Addresses of Holders.

                  In accordance with Section 312(a) of the Trust Indenture Act,
the Issuer and the Guarantors shall furnish or cause to be furnished to the
Trustee:

                  (1) semi-annually with respect to Securities of each series, a
            list, in each case in such form as the Trustee may reasonably
            require, of the names and addresses of Holders as of the applicable
            date, and

                  (2) at such other times as the Trustee may request in writing,
            within 30 days after the receipt by the Issuer or a Guarantor 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 shall be required to be furnished.

                  Section 702. Preservation of Information; Communications to
                               Holders.

                  The Trustee shall comply with the obligations referred to in
Section 312 of the Trust Indenture Act.

                  Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Issuer, the Guarantors and the Trustee that
none of the Issuer, the Guarantors, the Trustee, any Paying Agent or any
Security Registrar shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Securities in
accordance with Section 312(c) of the Trust Indenture Act, 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
consistent with Section 312(b) of the Trust Indenture Act.

                  Section 703. Reports by Trustee.

                  (1) Within 60 days after April 1 of each year commencing with
the first April 1 following the first issuance of Securities pursuant to Section
301, if contemplated by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, in accordance with Section 313(c) of the Trust Indenture Act, a
brief report dated as of such April 1 with respect to any of the



                                       59
<PAGE>

events specified in said Section 313(a) which may have occurred since the later
of the immediately preceding April 1 and the date of this Indenture.

                  (2) The Trustee shall transmit the reports referred to in
Section 313(a) of the Trust Indenture Act at the times specified therein.

                  (3) Reports pursuant to this Section shall be transmitted in
the manner and to the Persons contemplated by Sections 313(c) and 313(d) of the
Trust Indenture Act.

                  Section 704. Reports by Issuer and Guarantors.

                  The Issuer and the Guarantors shall:

                  (1) file with the Trustee, within 15 days after the Issuer or
any Guarantor, as the case may be, 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 or such Guarantor, as the case may be, may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Issuer or any Guarantor 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 Exchange Act 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;

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

                  (3) transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required
to be filed by the Issuer or any Guarantor pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations prescribed from time to
time by the Commission.

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

                  In addition, in the event that the sale of any Securities has
not been registered under the Securities Act, in reliance on Section 4(2)
thereof and Rule 144A thereunder, the



                                       60
<PAGE>

Issuer and the Guarantors agree that, in order to render such Securities
eligible for resale pursuant to Rule 144A, while any of such Securities remain
outstanding, each of the Issuer, the Guarantors and its respective subsidiaries
will make available, upon request, to any Holder of such Securities or
prospective purchasers of such Securities the information specified in Rule
144A(d)(4) with respect to the Issuer and the Guarantors and, to the extent then
required by Rule 144A, the Issuer, the Guarantors and their respective
subsidiaries, unless such information is furnished to the Commission pursuant to
Section 13 or 15(d) of the Exchange Act.

                  ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES

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

                  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Issuer with or into
any other Person or Persons (whether or not affiliated with the Issuer), or
successive consolidations or mergers in which either the Issuer will be the
continuing entity or the Issuer or its successor or successors shall be a party
or parties, or shall prevent any conveyance, transfer or lease of all or
substantially all of the properties and assets of the Issuer, to any other
Person (whether or not affiliated with the Issuer); provided, however, that:

                  (1) in case the Issuer shall consolidate with or merge into
            another Person or any other Person shall convey, transfer or lease
            all or substantially all of its properties and assets to any other
            Person, the entity formed by such consolidation or into which the
            Issuer is merged or which acquires by conveyance or transfer, or
            which leases, all or substantially all of the properties and assets
            of the Issuer shall be a Corporation organized and existing under
            the laws of the United States of America, any state thereof or the
            District of Columbia and shall expressly assume, by an indenture (or
            indentures, if at such time there is more than one Trustee)
            supplemental hereto, executed by such successor Corporation and
            delivered to the Trustee, in form satisfactory to the Trustee, the
            due and punctual payment of the principal of, any premium and
            interest on and any Additional Amounts with respect to all the
            Securities and the performance of every obligation in this Indenture
            and the Outstanding Securities on the part of the Issuer to be
            performed or observed;

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

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



                                       61
<PAGE>

                  Section 802. Successor Person Substituted for Issuer.

                  Upon any consolidation by the Issuer with or merger of the
Issuer into any other Person or any conveyance, transfer or lease of all or
substantially all of the properties and assets of the Issuer to any Person in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Issuer is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if
such successor Person had been named as the Issuer herein; and thereafter,
except in the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

                  Section 901. Supplemental Indentures without Consent of
                               Holders.

                  Without the consent of any Holders of Securities or Coupons,
the Issuer (when authorized by or pursuant to a Board Resolution), a Guarantor
(when authorized by such Guarantor's Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the Issuer
or a Guarantor, and the assumption by any such successor of the covenants of the
Issuer or such Guarantor, as the case may be, contained herein and in the
Securities; or

                  (2) to add to the covenants of the Issuer or a Guarantor for
the benefit of the Holders of all or any series of Securities (as shall be
specified in such supplemental indenture or indentures) or to surrender any
right or power herein conferred upon the Issuer or a Guarantor; or

                  (3) to add any additional Events of Default with respect to
all or any series of Securities (as shall be specified in such supplemental
indenture) or a Guarantor; or

                  (4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional Amounts with respect to Securities, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be exchanged for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities
in uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any Coupons appertaining
thereto in any material respect; or

                  (5) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Securities, as herein set forth; or



                                       62
<PAGE>

                  (6) to secure the Securities; or

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

                  (8) 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 609;
or

                  (9) to cure any ambiguity or to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture which shall not adversely affect the interests of
the Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto in any material respect; or

                  (10) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article Four, provided that
any such action shall not adversely affect the interests of any Holder of a
Security of such series and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; or

                  (11) to amend or supplement any provision contained herein or
in any supplemental indenture or Officers' Certificate, provided that no such
amendment or supplement shall apply or shall adversely affect the interests of
the Holders of any Securities then Outstanding issued prior to the date of such
supplemental indenture or Officers' Certificate.

                  Section 902. Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by an Act of said Holders delivered to the Issuer, the
Guarantors and the Trustee, the Issuer (when authorized by or pursuant to an
Issuer's Board Resolution), each Guarantor (when authorized by or pursuant to
such Guarantor's Board Resolution) and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture or of the Securities of such series; provided,
however, that no such supplemental indenture, without the consent of the Holder
of each Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or any
installment of interest on, or any Additional Amounts with respect to, any
Security, or reduce (or change the manner of calculation of) the principal
amount thereof or the rate (or change the manner of the calculation of the rate)
of interest thereon or any Additional Amounts with respect thereto or change the
obligation of the Issuer to pay Additional Amounts pursuant to Section 1004
(except



                                       63
<PAGE>

as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon acceleration of the Maturity thereof pursuant to Section
502 or the amount thereof provable in bankruptcy pursuant to Section 504, change
the redemption or repayment provisions (including dates or prices) applicable
thereto, or change the Place of Payment, Currency in which the principal of, any
premium or interest on, or any Additional Amounts with respect to, any Security
is payable, or change the provisions, if any, relating to the conversion or
exchange of any Security into Common Stock or other securities in accordance
with its terms, or impair the right to institute suit for the enforcement of any
such payment or any applicable conversion or exchange right on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the Repayment Date or in the case of change in control) or the right, if
any, to convert or exchange any Security into Common Stock or other securities
in accordance with its terms, or

                  (2) reduce the percentage in aggregate principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1204 for quorum or voting, or

                  (3) modify or effect in any manner adverse to the Holders the
terms and conditions of the obligations of the Guarantors in respect of the due
and punctual payments of principal of, or premium, if any, or interest on or any
sinking fund requirements or Additional Amounts or other amounts payable with
respect to, the Securities or release any Guarantor from any of its obligations
under the related Guarantee or this Indenture except in accordance with the
terms set forth herein, or

                  (4) modify any of the provisions of this Section, Section 513
or Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby.

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

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



                                       64
<PAGE>

                  Section 903. Execution of Supplemental Indentures.

                  As a condition to executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 315 of the Trust Indenture Act)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  Section 904. Effect of Supplemental Indentures.

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

                  Section 905. 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.

                  Section 906. Conformity with Trust Indenture Act.

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

                                   ARTICLE TEN
                                    COVENANTS

                  Section 1001. Payment of Principal, any Premium, Interest and
                                Additional Amounts.

                  The Issuer covenants and agrees for the benefit of the Holders
of the Securities of each series that it will duly and punctually pay the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities of such series in accordance with the terms thereof,
any Coupons appertaining thereto and this Indenture. Any interest due on any
Bearer Security on or before the Maturity thereof, and any Additional Amounts
payable with



                                       65
<PAGE>

respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

                  Section 1002. Maintenance of Office or Agency.

                  The Issuer or a Guarantor shall maintain in each Place of
Payment for any series of Securities an Office or Agency where Securities of
such series (but not Bearer Securities, except as otherwise provided below,
unless such Place of Payment is located outside the United States) may be
presented or surrendered for payment, where Securities of such series may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Issuer or a Guarantor shall maintain, subject
to any laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Issuer
or a Guarantor shall maintain a Paying Agent in London, Luxembourg or any other
required city located outside the United States, as the case may be, so long as
the Securities of such series are listed on such exchange. The Issuer or such
Guarantor 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, except that Bearer Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment at the place
specified for the purpose with respect to such Securities as provided in or
pursuant to this Indenture, and the Issuer and the Guarantors hereby appoint the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                  Except as otherwise provided in or pursuant to this Indenture,
no payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Issuer or a Guarantor in
The City of New York, if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for such purpose by the Issuer or such Guarantor in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

                  The Issuer or a Guarantor 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




                                       66
<PAGE>

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 or such Guarantor of its respective obligations to
maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Issuer or a Guarantor shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other Office or Agency. Unless otherwise provided in or
pursuant to this Indenture, the Issuer and the Guarantors hereby designate as
the Place of Payment for each series of Securities The City of New York and
initially appoints the office of SunTrust Bank, c/o Computer Share, 88 Pine
Street, 19th Floor, New York, New York 10005, as the Office or Agency of the
Issuer in The City of New York, for such purpose. The Issuer or a Guarantor may
subsequently appoint a different Office or Agency in The City of New York for
the Securities of any series.

                  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 shall, on or before each due date
of the principal of, any premium or interest on or Additional Amounts with
respect to any of the Securities of such series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall 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 shall, on or prior to each due date of the
principal of, any premium or interest on or any Additional Amounts with respect
to any Securities of such series, deposit with any Paying Agent a sum (in the
currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due, such sum to be
held in trust for the benefit of the Persons entitled thereto, 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 shall 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 shall:

                  (1) hold all sums held by it for the payment of the principal
of, any premium or interest on or any Additional Amounts with respect to
Securities of such series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as provided in or pursuant to this Indenture;

                  (2) give the Trustee notice of any default by the Issuer (or
any other obligor upon the Securities of such series) in the making of any
payment of principal, any premium or interest on or any Additional Amounts with
respect to the Securities of such series; and



                                       67
<PAGE>

                  (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 or a Guarantor 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 or Guarantor 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 terms 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 sums.

                  Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on
or any Additional Amounts with respect to any Security of any series or any
Coupon appertaining thereto and remaining unclaimed for two years after such
principal or any such premium or interest or any such Additional Amounts shall
have become due and payable shall be paid to the Issuer on Issuer Request (or if
deposited by a Guarantor, paid to such Guarantor on Guarantor Request), or (if
then held by the Issuer or such Guarantor) shall be discharged from such trust;
and the Holder of such Security or any Coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to the Issuer and the
Guarantors or 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 published once, in an Authorized Newspaper in
each Place of Payment for such series or to be mailed to Holders of Registered
Securities of such series, 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 publication or mailing nor shall it be later than two years
after such principal and any premium or interest or Additional Amounts shall
have become due and payable, any unclaimed balance of such money then remaining
will be repaid to the Issuer or the Guarantors, as the case may be.



                                       68
<PAGE>

                  Section 1004. Additional Amounts.

                  If any Securities of a series provide for the payment of
Additional Amounts, the Issuer and the Guarantors agree, jointly and severally,
to pay to the Holder of any such Security or any Coupon appertaining thereto
Additional Amounts as provided in or pursuant to this Indenture or such
Securities. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or any Coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided by the terms of such
series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

                  Except as otherwise provided in or pursuant to this Indenture
or the Securities of the applicable series, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to such series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Issuer or a Guarantor shall furnish to the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and premium, if any, or interest on the Securities of
such series shall be made to Holders of Securities of such series or the Coupons
appertaining thereto who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of such series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons, and the
Issuer and the Guarantors agree to pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. The Issuer and the
Guarantors covenant to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

                  Section 1005. Legal Existence.

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




                                       69
<PAGE>

                  Section 1006. Limitation on Liens.

                  (a) The Issuer will not, nor will it permit any of its
Subsidiaries to, issue, assume, guarantee or suffer to exist any Indebtedness if
such Indebtedness is secured by a mortgage, pledge, security interest or lien
(any mortgage, pledge, security interest or lien being hereinafter in this
Article Ten referred to as a "mortgage" or "mortgages") upon any assets, stock
or other property of the Issuer now owned or hereafter acquired, without in any
such case effectively providing, concurrently, that the Securities shall be
secured equally and ratably with (or prior to) such Indebtedness; provided,
however, that the foregoing restriction shall not apply to:

                  (1) mortgages on any property acquired, constructed or
            improved by the Issuer or any of its Subsidiaries after the date of
            this Indenture which are created or assumed contemporaneously with,
            or within 180 days after, such acquisition (or, in the case of
            property constructed or improved, after the completion and
            commencement of commercial operation of such property, whichever is
            later) to secure or provide for the payment of any part of the
            purchase price of such property or the cost of such construction or
            improvement, or mortgages on any property existing at the time of
            acquisition thereof; provided that in the case of any such
            construction or improvement the mortgage shall not apply to any
            property theretofore owned by the Issuer or any of its Subsidiaries,
            other than any theretofore unimproved real property on which the
            property so constructed, or the improvement, is located;

                  (2) mortgages on any property acquired from a Corporation
            which is merged with or into the Issuer or any of its Subsidiaries
            or mortgages outstanding at the time any Corporation becomes a
            Subsidiary of the Issuer;

                  (3) mortgages in favor of the Issuer or any of its
            Subsidiaries unless granted by the Issuer; and

                  (4) any extension, renewal or replacement (or successive
            extensions, renewals or replacements) in whole or in part, of any
            mortgage referred to in the foregoing clauses (1) and (3),
            inclusive; provided however, that the amount of Indebtedness secured
            thereby shall not exceed the amount of Indebtedness so secured at
            the time of such extension, renewal or replacement, and that such
            extension, renewal or replacement shall be limited to all or a part
            of the property which secured the mortgage so extended, renewed or
            replaced (plus improvements on such property).

                  (b) Notwithstanding the provisions of subsection (a) of this
Section 1007, the Issuer or any of its Subsidiaries may issue, assume, guarantee
or suffer to exist secured Indebtedness, which would otherwise be subject to the
foregoing restrictions, in an aggregate amount which together with (1) all other
secured Indebtedness, otherwise subject to the foregoing restrictions, (2) all
unsecured Indebtedness of each Subsidiary that has not provided a guarantee that
is in full force and effect to holders of senior unsecured debt securities of
the Issuer ranking on the same basis as such Indebtedness and (3) all
Attributable Debt in respect of Sale and Lease-Back Transactions of the Issuer
and its Subsidiaries existing at such time (other



                                       70
<PAGE>

than Sale and Lease-Back Transactions the proceeds of which have been applied in
accordance with clause (b) of Section 1009), does not at the time exceed 10% of
the stockholders' equity of the Issuer and its consolidated Subsidiaries,
computed in accordance with GAAP applied on a consistent basis, as shown on the
audited consolidated balance sheet contained in the latest annual report to
stockholders of the Issuer.

                  Section 1007. Limitations on Subsidiary Indebtedness.

                  (a) The Issuer will not permit any of its Subsidiaries to
issue, assume, guarantee or suffer to exist any Indebtedness (whether secured or
unsecured) without concurrently providing that the Securities will be guaranteed
on a pari passu basis with any such Indebtedness; provided, however, that the
foregoing restrictions shall not apply to:

                  (1) any Indebtedness of a Person which is acquired by the
            Issuer where such Indebtedness is outstanding at the time that such
            Person becomes a Subsidiary of the Issuer and such Indebtedness was
            not incurred in contemplation of such acquisition; and

                  (2) Indebtedness in favor of the Issuer or any of its
            Subsidiaries that has guaranteed the Securities on a pari passu
            basis.

                  (b) Notwithstanding the provisions of subsection (a) of this
Section 1007, any of the Subsidiaries of the Issuer may issue, assume, guarantee
or suffer to exist Indebtedness, which would otherwise be subject to the
foregoing restrictions, in an aggregate amount which together with (1) all other
Indebtedness, otherwise subject to the foregoing restrictions, (2) all unsecured
Indebtedness of each Subsidiary that has not provided a guarantee that is in
full force and effect to holders of senior unsecured debt securities of the
Issuer ranking on the same basis as such Indebtedness and (3) all Attributable
Debt in respect of Sale and Lease-Back Transactions of the Issuer and its
Subsidiaries existing at such time (other than Sale and Lease-Back Transactions
the proceeds of which have been applied in accordance with clause (b) of Section
1009), does not at the time exceed 10% of the stockholders' equity of the Issuer
and its consolidated Subsidiaries, computed in accordance with GAAP applied on a
consistent basis, as shown on the audited consolidated balance sheet contained
in the latest annual report to stockholders of the Issuer.

                  Section 1008. Subsequent Guarantor.

                  The Issuer shall cause each Subsidiary that guarantees amounts
payable under a Credit Agreement to, for so long as such Subsidiary is obligated
to guarantee such indebtedness pursuant to such Credit Agreement, fully and
unconditionally guarantee the due and punctual payment of the principal of,
interest on and any other amounts payable under the Securities, when and if the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, upon redemption, repurchase or repayment or
otherwise, by execution of an indenture supplemental hereto that adds such
Subsidiary as a Subsequent Guarantor.



                                       71
<PAGE>

                  Section 1009. Limitation on Sale and Lease-Back Transactions.

                  The Issuer will not, nor will it permit any of its
Subsidiaries to, enter into any arrangement with any Person providing for the
leasing to the Issuer or any such Subsidiary of any real property (except for
temporary leases for a term of not more than three years) which has been or is
to be sold or transferred by the Issuer or such Subsidiary to such Person
(herein referred to as "Sale and Lease-Back Transactions"), unless either (a)
the Issuer or such Subsidiary would be entitled to incur Indebtedness by a
mortgage on the property to be leased in an amount equal to the Attributable
Debt with respect to such Sale and Lease-Back Transactions without equally and
ratably securing the Securities pursuant to Section 1006 or (b) the Issuer
shall, and in any such case the Issuer covenants that it will, apply an amount
equal to the fair value (as determined by the Board of Directors) of the
property so leased to the retirement, within one hundred and eighty days of the
effective date of any such Sale and Lease-Back Transactions, of Securities or
Indebtedness of the Issuer which ranks on a parity with the Securities.

                  Section 1010. Waiver of Certain Covenants.

                  The Issuer may omit in any particular instance to comply with
any term, provision or condition set forth in Section 1005, Section 1006,
Section 1007 or Section 1009 with respect to the Securities of any series if
before the time for such compliance the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series, by Act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuer and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


                  Section 1011. Issuer Statement as to Compliance; Notice of
                                Certain Defaults.

                  (a) The Issuer shall deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Issuer, stating that:

                  (i) a review of the activities of the Issuer during such year
            and of its performance under this Indenture has been made under his
            or her supervision; and

                  (ii) to the best of his or her knowledge, based on such
            review, (a) the Issuer has complied with all the conditions and
            covenants imposed on it under this Indenture throughout such year,
            or, if there has been a default in the fulfillment of any such
            condition or covenant, specifying each such default known to him or
            her and the nature and status thereof, and (b) no event has occurred
            and is continuing which is, or after notice or lapse of time or both
            would become, an Event of



                                       72
<PAGE>

            Default, or, if such an event has occurred and is continuing,
            specifying each such event known to him and the nature and status
            thereof.

                  (b) The Issuer shall deliver written notice to the Trustee,
within five business days after the occurrence thereof, of any Event of Default
or any event which after notice or lapse of time or both would become an Event
of Default.

                  Section 1012 Guarantor's Statement as to Compliance; Notice of
                               Certain Defaults.

         (a) Each Guarantor shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained in
or accompanied by a Guarantor's Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of such Guarantor, stating that

                  (i) a review of the activities of such Guarantor during such
            year and of performance under this Indenture has been made under his
            or her supervision, and

                  (ii) to the best of his or her knowledge, based on such
            review, (A) such Guarantor has complied with conditions and
            covenants imposed on it under this Indenture throughout such year,
            or, if there has been a default in the fulfillment of any such
            condition or covenant, specifying each such default known to him or
            her and the nature and status thereof, and (B) no event has occurred
            and is continuing which constitutes, or which after notice or lapse
            of time or both would become, an Event of Default, or, if such an
            event has occurred and is continuing, specifying each such event
            known to him and the nature and status thereof.

                  (b) Each Guarantor shall deliver to the Trustee, within five
days after the occurrence thereof, written notice of any event which after
notice or lapse of time or both would become an Event of Default pursuant to
clause (8) of Section 501.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

                  Section 1101. Applicability of Article.

                  Redemption of Securities of any series at the option of the
Issuer as permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

                  Section 1102. Election to Redeem; Notice to Trustee.

                  The election of the Issuer to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Issuer of (a) less than all of the Securities of any series or
(b) all of the Securities of any series, with the same issue date, interest rate
or formula, Stated Maturity and other terms, the Issuer shall, at least 45



                                       73
<PAGE>

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.

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

                  If less than all of the Securities of any series with the same
issue date, interest rate or formula, Stated Maturity and other terms 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 shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

                  The Trustee shall promptly notify the Issuer and the Security
Registrar (if other than itself) 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 of such Securities which has been or is to
be redeemed.

                  Unless otherwise specified in or pursuant to this Indenture or
the Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection.

                  Section 1104. Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to
the Holders of Securities to be redeemed. Failure to give notice by mailing in
the manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

                  Any notice that is mailed to the Holder of any Registered
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not such Holder receives the notice.



                                       74
<PAGE>

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                  (4) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,

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

                  (6) the place or places where such Securities, together (in
the case of Bearer Securities) with all Coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining
thereto,

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

                  (8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied
by all Coupons maturing subsequent to the date fixed for redemption or the
amount of any such missing Coupon or Coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Issuer, the
Trustee and any Paying Agent is furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on the Redemption Date pursuant to Section 305 or otherwise, the last
date, as determined by the Issuer, on which such exchanges may be made,

                  (10) in the case of Securities of any series that are
convertible or exchangeable into Common Stock or other securities, the
conversion or exchange price or rate, the date or dates on which the right to
convert or exchange the principal of the Securities of such series to be
redeemed will commence or terminate and the place or places where such
Securities may be surrendered for conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Clearstream
reference numbers of such Securities, if any (or any other numbers used by a
Depository to identify such Securities).



                                       75
<PAGE>

                  A notice of redemption published as contemplated by Section
106 need not identify particular Registered Securities to be 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.

                  Section 1105. Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Issuer shall deposit,
with respect to the Securities of any series called for redemption pursuant to
Section 1104, 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 the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 301 or in the
Securities of such series) any accrued interest on and Additional Amounts with
respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.

                  Section 1106. Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Issuer shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the Coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
Coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Issuer at the Redemption Price, together with any
accrued interest and Additional Amounts to the Redemption Date; provided,
however, that, except as otherwise provided in or pursuant to this Indenture or
the Bearer Securities of such series, installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of Coupons for such interest (at an
Office or Agency located outside the United States except as otherwise provided
in Section 1002), and provided, further, that, except as otherwise specified in
or pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to 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 Regular Record Dates therefor according to their terms and the
provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Issuer and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall


                                       76
<PAGE>

surrender to the Trustee or any Paying Agent any such missing Coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that any
interest or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such
Security located outside of the United States except as otherwise provided in
Section 1002.

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

                  Section 1107. Securities Redeemed in Part.

                  Any Registered Security which is to be redeemed only in part
shall be surrendered at any Office or Agency for such Security (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 Registered Security or Securities of
the same series, containing identical terms and provisions, 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. If a Security in global form is so surrendered, the Issuer shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Issuer Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                                 ARTICLE TWELVE

                       REPAYMENT AT THE OPTION OF HOLDERS

                  Section 1201. Applicability of Article.

                  Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article.

                  Section 1202. Repayment of Securities.

                  Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount
thereof, together with interest, if any, thereon accrued to the Repayment Date
specified in or pursuant to the terms of such Securities. The Issuer covenants



                                       77
<PAGE>

that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Issuer or any Guarantor is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

                  Section 1203. Exercise of Option.

                  Securities of any series subject to repayment at the option of
the Holders thereof will contain an "Option to Elect Repayment" form on such
Securities. In order for any Security to be repaid at the option of the Holder,
the Trustee must receive at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Issuer shall
from time to time notify the Holders of such Securities) not earlier than 60
days nor later than 30 days prior to the Repayment Date (1) the Security so
providing for such repayment together with the "Option to Elect Repayment" form
duly completed by the Holder (or by the Holder's attorney duly authorized in
writing) or (2) a facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc,
("NASD"), or a commercial bank or trust Issuer in the United States setting
forth the name of the Holder of Security, the principal amount of the Security,
the amount of the Security to be repaid, the certificate number or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment", will be received by the Trustee not later than the fifth Business
Day after the date of such facsimile transmission or letter; provided, however,
that such facsimile transmission or letter shall only be effective if such
Security and form duly completed are received by the Trustee by such fifth
Business Day. If less than the entire principal amount of such Security is to be
repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Issuer.

                  Section 1204. When Securities Presented for Repayment Become
                                Due and Payable.

                  If the Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Issuer on the Repayment Date
therein



                                       78
<PAGE>

specified, and on and after such Repayment Date (unless the Issuer shall default
in the payment of such Securities on such Repayment Date) such Securities so to
be repaid shall cease to bear interest. Upon surrender of any such Security for
repayment in accordance with such provisions, the principal amount of such
Security so to be repaid shall be paid by the Issuer, together with accrued
interest, if any, to the Repayment Date; provided that, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Issuer shall default
in the payment thereof) 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 the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest set
forth in such Security.

                  Section 1205. Securities Repaid in Part.

                  Upon surrender of any Registered Security which is to be
repaid in part only (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 Security Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing), the Issuer shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Issuer, a new Registered Security or Securities
of the same series, Stated Maturity and original issue date of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                  Section 1206. Compliance with Exchange Act.

                  In connection with any repayment of Securities pursuant to
this Article, the Issuer will comply with the provisions of Rule 13e-4, Rule
14e-1 and any other tender offer rules under the Exchange Act, if required, and
will file Schedule 13E-4 or any other schedule, if required.

                                ARTICLE THIRTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 1301. Purposes for Which Meetings May Be Called.

                  A meeting of Holders of Securities of any series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
Act provided by this Indenture to be made, given or taken by Holders of
Securities of such series.



                                       79
<PAGE>

                  Section 1302. Call, Notice and Place of Meetings.

                  (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1301, to be held
at such time and at such place in the City of New York, New York, or, if
Securities of such series have been issued in whole or in part as Bearer
Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

                  (2) In case at any time the Issuer (by or pursuant to a Board
Resolution) or the Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Issuer or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the City of New York, New York, or, if Securities of such series are to
be issued as Bearer Securities, in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.

                  Section 1303. Persons Entitled to Vote at Meetings.

                  To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Issuer and its counsel.

                  Section 1304. Quorum; Action.

                  The Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided however, that if any
action is to be taken at the meeting with respect to a consent or waiver which
may be given by the Holders of not less than a specified percentage in aggregate
principal amount of the Outstanding Securities of a series, the Persons holding
or representing the specified percentage in aggregate principal amount of the
Outstanding Securities of the series will constitute a quorum. In the absence of
a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting



                                       80
<PAGE>

prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(1), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the aggregate principal amount of the Outstanding Securities of such series
which shall constitute a quorum.

                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted only by the affirmative vote of
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other Act which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in aggregate principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
aggregate principal amount of the Outstanding Securities of such series.

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

                  Section 1305. Determination of Voting Rights; Conduct and
                                Adjournment of Meetings.

                  (1) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders of


                                       81
<PAGE>

Securities as provided in Section 1302(2), in which case the Issuer or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

                  (3) At any meeting, each Holder of a Security of such series
or proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

                  (4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1302 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  Section 1306. Counting Votes and Recording Action of Meetings.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Issuer and another to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.



                                       82
<PAGE>

                                ARTICLE FOURTEEN

                                   GUARANTEES

                  Section 1401. Unconditional Guarantee.

                  Subject to the provisions of this Article Fourteen, each of
the Initial Guarantors hereby fully, unconditionally and irrevocably guarantees,
and each Subsidiary required to execute a supplemental indenture as a Subsequent
Guarantor pursuant to Section 1008 will be deemed to fully, unconditionally and
irrevocably guarantee, to each Holder and to the Trustee on behalf of the
Holders, the due and punctual payment of the principal of, and premium, if any,
and interest on, and Additional Amounts and other amounts payable with respect
to, each Security, the due and punctual payment of interest on the overdue
principal of, and premium, if any, and interest on, and Additional Amounts and
other amounts payable with respect to, the Securities, to the extent lawful, and
the due and punctual performance of all other obligations of the Issuer to the
Holders or the Trustee, all in accordance with the terms of such Securities and
this Indenture, when and as the same shall become due and payable, whether at
Stated Maturity, by declaration of acceleration, upon redemption, repurchase or
repayment or otherwise. In case of the failure of the Issuer punctually to pay
any such principal, premium, interest, Additional Amounts or other payment, each
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at Stated Maturity, by
declaration of acceleration, upon redemption, repurchase or repayment or
otherwise, and as if such payment were made by the Issuer.

                  Each Guarantor hereby agrees that its obligations hereunder
shall be as principal and not merely as surety, and shall be absolute,
irrevocable and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any Security or this Indenture,
any failure to enforce the provisions of any Security or this Indenture, or any
waiver, modification, consent or indulgence granted with respect thereto by the
Holder of such Security or the Trustee, the recovery of any judgment against the
Issuer or any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of merger, insolvency or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, the
benefit of discussion, protest or notice with respect to any such Security or
the debt evidenced thereby and all demands whatsoever, and covenants that no
Guarantee will be discharged as to any such Security except by payment in full
of all amounts due in respect of such Security and by the complete performance
of all other obligations contained in such Security and this Indenture.

                  The maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five for the purposes of this Article
Fourteen. In the event of any declaration of acceleration of such obligations as
provided in Article Five, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this
Article Fourteen. In addition, without limiting the foregoing provisions, upon
the effectiveness



                                       83
<PAGE>

of an acceleration under Article Five, the Trustee shall promptly make a demand
for payment on the Securities under each Guarantee provided for in this Article
Fourteen.

                  If the Trustee or the Holder of any Security is required by
any court or otherwise to return to the Issuer or any Guarantor, or any
custodian, receiver, liquidator, trustee, sequestrator or other similar official
acting in relation to the Issuer or any Guarantor, any amount paid to the
Trustee or such Holder in respect of a Security, any Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees, to the fullest extent that it may lawfully do so,
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article Five hereof for the purposes of each Guarantee,
notwithstanding any stay, injunction or other prohibition issued or imposed
under any applicable bankruptcy law preventing such acceleration in respect of
the obligations guaranteed hereby.

                  A Guarantor shall be subrogated to all rights of the Holder of
any Security against the Issuer in respect of any amounts paid to the Trustee
or such Holder by such Guarantor pursuant to the provisions of its Guarantee;
provided, however, that no Guarantor shall be entitled to enforce, or to receive
any payments arising out of or based upon, such right of subrogation until the
principal of, and premium, if any, and interest on, and any Additional Amounts
and other amounts payable with respect to, all Securities shall have been paid
in full and all other obligations contained in the Securities and this Indenture
shall have been performed. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and all amounts payable in respect of the
Securities shall not have been paid in full, such amount shall be deemed to have
been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders, and shall forthwith be paid to the Trustee for the
benefit of the Holders to be credited and applied upon such amounts. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the issuance of the Securities pursuant to this Indenture.

                  Anything to the contrary in this Indenture notwithstanding,
each Guarantee shall be, and hereby is, limited to the maximum amount that can
be guaranteed by the applicable Guarantor without rendering such Guarantee, as
it relates to such Guarantor, voidable under any applicable law relating to
fraudulent conveyance, fraudulent transfer or similar laws affecting the rights
of creditors generally.

                  Each Guarantee set forth in this Section 1401 shall not be
valid and obligatory for any purpose with respect to a Security until the
certificate of authentication of such Security shall have been signed by or on
behalf of the Trustee.

                  Each Guarantee is a guarantee of payment and not of
collection.

                  Section 1402. Operation of Guarantees.

                  (a) By execution of this Agreement (in the case of the Initial
Guarantors) or a supplemental indenture (in the case of any Subsequent
Guarantors) and upon delivery of a Guarantors' Order to the Trustee by all
Guarantors prior to the issuance of any Security of a series, the Guarantee of
each Guarantor in respect of the Securities shall be set forth in Section 1401
and shall be effective for all purposes upon authentication of such Security by
or on behalf of the Trustee, regardless of whether such authentication occurs
prior to a Subsequent Guarantor's execution of


                                       84
<PAGE>

the required supplemental indenture, and shall not require any Guarantor's
endorsement on the Securities.

                  (b) Notwithstanding the foregoing, each Guarantor shall be
required to execute a Guarantor Order authorizing the Guarantees set forth in
Section 1401 with respect to the Securities of any series only so long as any
Subsidiary of the Issuer incurs Indebtedness (including such Guarantees) in
excess of the amount of such Indebtedness permitted to be incurred by all
Subsidiaries of the Issuer in accordance with Section 1007 hereof.

                  Section 1403. Termination of Guarantees; Reinstatement.

                  The Guarantee of any Guarantor (including the Initial
Guarantors), and the provisions of any supplemental indenture with respect to a
Guarantee by such Guarantor and this Indenture with respect to such Guarantor,
shall be released, terminated and of no further force and effect, without
further action by any party, immediately (i) upon the release or termination of
such Guarantor's guarantee of indebtedness of the Issuer under all Credit
Agreements, so long as at such time the Subsidiaries of the Issuer do not have
Indebtedness in excess of the amount of Indebtedness permitted to be incurred by
all subsidiaries of the Issuer in accordance with Section 1007 hereof or (ii) at
such time the subsidiaries of the Issuer do not have Indebtedness in excess of
the amount of Indebtedness permitted to be incurred by all subsidiaries of the
Issuer in accordance with Section 1007 hereof. Such Guarantees shall be
reinstated in the event any Subsidiary of the Issuer subsequently incurs
Indebtedness or guarantees indebtedness of the Issuer under a Credit Agreement
which, in the aggregate, is in excess of the amount of Indebtedness permitted to
be incurred by all Subsidiaries of the Issuer in accordance with Section 1007
hereof.

                                    * * * * *





                                       85
<PAGE>

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

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

                             MEDIA GENERAL, INC.,
                                  as Issuer


                             By_____________________________
                                  Name:
                                  Title:


                             MEDIA GENERAL FINANCIAL SERVICES, INC.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             MEDIA GENERAL COMMUNICATIONS, INC.
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             MG BROADCASTING OF BIRMINGHAM HOLDINGS, LLC
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:





                                       86
<PAGE>

                             MEDIA GENERAL OPERATIONS, INC.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             THE TRIBUNE COMPANY HOLDINGS, INC.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             MEDIA GENERAL BROADCASTINGS OF SOUTH CAROLINA
                             HOLDINGS, INC.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             MG BROADCASTING OF BIRMINGHAM II, LLC,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             PROFESSIONAL COMMUNICATIONS SYSTEMS, INC.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:




                                       87
<PAGE>

                             NES II, INC.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             VIRGINIA PAPER MANUFACTURING CORP.,
                                  as Guarantor


                             By_____________________________
                                  Name:
                                  Title:


                             SUNTRUST BANK,
                                     as Trustee


                             By_____________________________
                                  Name:
                                  Title:


                                       88