EXHBIT 10.69

                           TALK AMERICA HOLDINGS, INC.
                                       TO
                            WILMINGTON TRUST COMPANY
                                     Trustee
                                   __________
                                    INDENTURE
                            Dated as of April 2, 2002
      Providing for the Issuance of Subordinated Debt Securities in Series

<PAGE>

                           TALK AMERICA HOLDINGS, INC.
     Certain  Sections  of  this Indenture relating to Sections 310 through 318,
inclusive,  of  the  Trust  Indenture  Act  of  1939:

TRUST  INDENTURE
  ACT  SECTION                                               INDENTURE  SECTION
(S)  310(a)(1)                                                              609
        (a)(2)                                                              609
        (a)(3)                                                  Not  Applicable
        (a)(4)                                                  Not  Applicable
        (b)                                                           608,  610
(S)  311(a)                                                                 613
        (b)                                                                 613
(S)  312(a)                                                                 701
                                                                         702(a)
        (b)                                                              702(b)
        (c)                                                              702(c)
(S)  313(a)                                                              703(a)
        (b)                                                              703(a)
        (c)                                                              703(a)
        (d)                                                              703(b)
(S)  314(a)                                                                 704
        (a)(4)                                                        101,  704
        (b)                                                     Not  Applicable
        (c)(1)                                                              102
        (c)(2)                                                              102
        (c)(3)                                                  Not  Applicable
        (d)                                                     Not  Applicable
        (e)                                                                 102
(S)  315(a)                                                                 601
        (b)                                                                 602
        (c)                                                                 601
        (d)                                                                 601
        (e)                                                                 514
(S)  316(a)                                                                 101
        (a)(1)(A)                                                     502,  512
        (a)(1)(B)                                                           513
        (a)(2)                                                  Not  Applicable
        (b)                                                                 508
        (c)                                                              104(c)
(S)  317(a)(1)                                                              503
        (a)(2)                                                              504
        (b)                                                                1505
(S)  318(a)                                                                 107

NOTE:     This  reconciliation  and tie shall not, for any purpose, be deemed to
be  a  part  of  the  Indenture.

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
ARTICLE  ONE  Definitions  and  Other  Provisions of General Application       1

Section  101.     Definitions.                                                 1
Section  102.     Compliance  Certificates  and  Opinions.                     8
Section  103.     Form  of  Documents  Delivered  to  Trustee.                 9
Section  104.     Acts  of  Holders;  Record  Dates.                           9
Section  105.     Notices,  Etc.,  to  Trustee  and  Company.                 11
Section  106.     Notice  to  Holders;  Waiver.                               11
Section  107.     Conflict  with  Trust  Indenture  Act.                      11
Section  108.     Effect  of  Headings  and  Table  of  Contents.             12
Section  109.     Successors  and  Assigns.                                   12
Section  110.     Separability  Clause.                                       12
Section  111.     Benefits  of  Indenture.                                    12
Section  112.     Governing  Law.                                             12
Section  113.     Legal  Holidays.                                            12

ARTICLE  TWO  Security  Forms                                                 12

Section  201.     Forms  Generally.                                           12
Section  202.     Additional Provisions Required in Book-Entry Security.      13
Section  203.     Form  of  Trustee's  Certificate  of  Authentication.       14

ARTICLE  THREE  The  Securities                                               14

Section  301.     Amount  Unlimited;  Issuable  in  Series.                   14
Section  302.     Denominations.                                              17
Section  303.     Execution,  Authentication,  Delivery  and  Dating.         17
Section  304.     Temporary  Securities.                                      19
Section  305.     Registration,  Registration  of Transfer and Exchange.      19
Section  306.     Mutilated,  Destroyed,  Lost  and  Stolen  Securities.      21
Section  307.     Payment  of  Interest;  Interest  Rights  Preserved.        22
Section  308.     Persons  Deemed  Owners.                                    23
Section  309.     Cancellation.                                               24
Section  310.     Cancellation and/or Adjustment of Book-Entry Securities.    24
Section  311.     Computation  of  Interest.                                  24
Section  312.     CUSIP  Numbers.                                             24

ARTICLE  FOUR  Satisfaction  and  Discharge                                   25

Section  401.     Satisfaction  and  Discharge  of  Indenture.                25
Section  402.     Application  of  Trust  Money.                              26

                                        ii
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ARTICLE  FIVE  Remedies                                                       26

Section  501.     Events  of  Default.                                        26
Section  502.     Acceleration  of  Maturity;  Rescission and Annulment.      28
Section  503.     Collection  of  Indebtedness  and  Suits  for
                  Enforcement  by Trustee.                                    29
Section  504.     Trustee  May  File  Proofs  of  Claim.                      29
Section  505.     Trustee  May Enforce Claims Without Possession of
                  Securities.                                                 30
Section  506.     Application  of  Money  Collected.                          30
Section  507.     Limitation  on  Suits.                                      30
Section  508.     Unconditional  Right  of Holders to Receive Principal,
                  Premium and  Interest.                                      31
Section  509.     Restoration  of  Rights  and  Remedies.                     31
Section  510.     Rights  and  Remedies  Cumulative.                          31
Section  511.     Delay  or  Omission  Not  Waiver.                           31
Section  512.     Control  by  Holders.                                       32
Section  513.     Waiver  of  Past  Defaults.                                 32
Section  514.     Undertaking  for  Costs.                                    32

ARTICLE  SIX  The  Trustee                                                    33

Section  601.     Certain  Duties  and  Responsibilities.                     33
Section  602.     Notice  of  Defaults.                                       33
Section  603.     Certain  Rights  of  Trustee.                               33
Section  604.     Not Responsible for Recitals or Issuance of Securities.     34
Section  605.     May  Hold  Securities  and  Serve  as  Trustee
                  Under  Other Indentures.                                    35
Section  606.     Money  Held  in  Trust.                                     35
Section  607.     Compensation  and  Reimbursement.                           35
Section  608.     Disqualification;  Conflicting  Interests.                  36
Section  609.     Corporate  Trustee  Required;  Eligibility.                 37
Section  610.     Resignation  and  Removal;  Appointment  of Successor.      37
Section  611.     Acceptance  of  Appointment  by  Successor.                 39
Section  612.     Merger,  Conversion, Consolidation or Succession to
                  Business.                                                   40
Section  613.     Preferential  Collection  of  Claims  Against Company.      40
Section  614.     Investment  of  Certain  Payments Held by the Trustee.      40
Section  615.     Appointment  of  Authenticating  Agent.                     41

ARTICLE  SEVEN  Holders'  Lists  and  Reports  by  Trustee  and Company       43

Section  701.     Company  to  Furnish  Trustee Names and Addresses of
                  Holders.                                                    43
Section  702.     Preservation of Information; Communications to Holders.     43
Section  703.     Reports  by  Trustee.                                       44
Section  704.     Reports  by  Company.                                       44

                                        iii
<PAGE>

ARTICLE  EIGHT  Successors                                                    44

Section  801.     Merger,  Consolidation  or  Sale  of  Assets.               44
Section  802.     Successor  Substituted.                                     45

ARTICLE  NINE  Supplemental  Indentures                                       45

Section  901.     Supplemental  Indentures  Without  Consent of Holders.      45
Section  902.     Supplemental  Indentures  with  Consent  of  Holders.       47
Section  903.     Execution  of  Supplemental  Indentures.                    48
Section  904.     Effect  of  Supplemental  Indentures.                       48
Section  905.     Conformity  with  Trust  Indenture  Act.                    48
Section  906.     Reference  in  Securities  to Supplemental Indentures.      48

ARTICLE  TEN  Covenants                                                       48

Section  1001.     Payment  of  Securities.                                   48
Section  1002.     Maintenance  of  Office  or  Agency.                       49
Section  1003.     Money  for  Securities  Payments to Be Held in Trust.      49
Section  1004.     Commission  Reports.                                       51
Section  1005.     Compliance  Certificate.                                   51
Section  1006.     Stay,  Extension  and  Usury  Law.                         52
Section  1007.     Corporate  Existence.                                      52
Section  1008.     Taxes.                                                     52
Section  1009.     Investment  Company  Act.                                  52

ARTICLE  ELEVEN  Redemption  of  Securities                                   52

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

ARTICLE  TWELVE  Sinking  Funds                                               55

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

ARTICLE  THIRTEEN  Subordination  of  Securities                              56

Section  1301.     Agreement  to  Subordinate.                                56
Section  1302.     No  Payment  on Securities if Senior Debt in Default.      56
Section  1303.     Distribution on Acceleration of Securities; Dissolution
                   and Reorganization;  Subrogation  of  Securities.          57
Section  1304.     Reliance  by Senior Debt on Subordination Provisions.      60

                                        iv
<PAGE>

Section  1305.     No  Waiver  of  Subordination  Provisions.                 61
Section  1306.     Trustee's  Relation  to  Senior  Debt.                     61
Section  1307.     Other  Provisions  Subject  Hereto.                        62
Section  1308.     Limitation  on  Issuance  of Other Subordinated Debt.      62

ARTICLE  FOURTEEN  Conversion  of  Securities                                 62

Section  1401.     Applicability  of  Article.                                62
Section  1402.     Conversion  Privilege  and  Conversion  Price.             62
Section  1403.     Conversion  Procedure.                                     63
Section  1404.     Fractional  Shares.                                        64
Section  1405.     Taxes  on  Conversion.                                     64
Section  1406.     Company  to  Provide  Stock.                               64
Section  1407.     Adjustment  of  Conversion  Price.                         65
Section  1408.     No  Adjustment.                                            68
Section  1409.     Other  Adjustments.                                        69
Section  1410.     Adjustments  for  Tax  Purposes.                           69
Section  1411.     Adjustments  by  the  Company.                             69
Section  1412.     Notice  of  Adjustment.                                    69
Section  1413.     Notice  of  Certain  Transactions.                         70
Section  1414.     Effect of Reclassifications, Consolidations, Mergers
                   or Sales on  Conversion  Privilege.                        70
Section  1415.     Trustee's  Disclaimer.                                     71

ARTICLE  FIFTEEN  Defeasance  and  Covenant  Defeasance                       71

Section  1501.     Applicability  of  Article;  Company's  Option  to
                   Effect Defeasance  or  Covenant  Defeasance.               71
Section  1502.     Defeasance  and  Discharge.                                72
Section  1503.     Covenant  Defeasance.                                      72
Section  1504.     Conditions  to  Defeasance  or  Covenant  Defeasance.      73
Section  1505.     Deposited Money and U.S. Government Obligations to
                   be Held in Trust;  Other  Miscellaneous  Provisions.       74
Section  1506.     Reinstatement.                                             75
Section  1507.     Qualifying  Trustee.                                       75

ARTICLE SIXTEEN  Immunity of Incorporators, Stockholders, Officers,
                   Directors and Employees                                    76

Section  1601.     Exemption  from  Individual  Liability.                    76

NOTE:     This  table  of contents shall not, for any purpose, be deemed to be a
part  of  the  Indenture.

                                        v
<PAGE>


     INDENTURE,  dated as of April 2, 2002, between Talk America Holdings, Inc.,
a Delaware corporation (the "Company"), and Wilmington Trust Company (hereafter,
the  "Trustee").

                             RECITALS OF THE COMPANY

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE  ONE

              Definitions  and  Other  Provisions  of  General  Application

     Section  101.  Definitions.
                  -----------
     For  all purposes of this Indenture, except as otherwise expressly provided
or  unless  the  context  otherwise  requires:

     (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 term "generally accepted
accounting  principles"  with  respect  to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date  of  such  computation  in  the  United  States  of  America;  and

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

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

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

                                        1
<PAGE>

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

     "Applicable  Procedures" means, with respect to any transfer or exchange of
or  for  beneficial  interests  in  any  Book-Entry  Securities,  the  rules and
procedures  of  the  Depositary  that  apply  to  any such transfer or exchange.

     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 615 to act on behalf of the Trustee to authenticate Securities of one
or  more  series.

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

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

     "Book-Entry  Security"  means  a Security in the form prescribed in Section
202  evidencing  all or part of a series of Securities, issued to the Depositary
for such series or its nominee, and registered in the name of such Depositary or
such  nominee.

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

     "Capital Stock" means any and all shares, interests, participations, rights
or  other  equivalents  (however  designated) of equity interests in any entity,
including,  without  limitation,  corporate  stock  and  partnership  interests.

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

     "Common  Stock" means the common stock of the Company as the same exists at
the  date of the execution of this Indenture or as such stock may be constituted
from  time  to  time.

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

     "Company  Request"  or  "Company  Order"  means  a written request or order
signed  in  the  name  of  the  Company  by its Chairman of the Board, its Chief
Executive  Officer,  its

                                        2
<PAGE>

President,  its  Chief  Financial  Officer, a Vice Chairman of the Board, a Vice
Chairman  or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller,  an  Assistant  Controller, its Secretary or an Assistant Secretary,
and  delivered  to  the  Trustee.

     "Conversion  Agent"  means  any  Person authorized by the Company to act as
Conversion  Agent.

     "Corporate Trust Office" means the principal office of the Trustee at which
at  any  particular  time  its  corporate  trust  business  shall be principally
administered,  which  office at the date of original execution of this Indenture
is  located  at  Rodney  Square  North, 1100 North Market Street, Wilmington, DE
19890,  except  that, with respect to presentation of the Securities for payment
or registration of transfers or exchanges and the location of the register, such
term  means  the office or agency of the Trustee at which at any particular time
its  corporate  agency  business  shall  be  conducted.

     "Custodian" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Book-Entry Securities, the
Person  designated  as  Custodian  for  such  series  by the Company pursuant to
Section  301  or Section 305; if at any time there is more than one such Person,
"Custodian"  as used with respect to the Securities of any series shall mean the
Custodian  with  respect  to  the  Securities  of  such  series.

     "Daily  Market  Price"  means  the  price of a share of Common Stock on the
relevant  date,  determined  (a)  on  the  basis of the last reported sale price
regular  way  of  the  Common  Stock  as  reported  on the Nasdaq Stock Market's
National  Market  (the  "NNM"), or if the Common Stock is not then listed on the
NNM,  as  reported  on  such  national securities exchange upon which the Common
Stock  is  listed,  or  (b)  if  there  is  no  such reported sale on the day in
question,  on  the  basis of the average of the closing bid and asked quotations
regular  way as so reported, or (c) if the Common Stock is not listed on the NNM
or  on any national securities exchange, on the basis of the average of the high
bid  and  low  asked  quotations  regular  way  on  the  day  in question in the
over-the-counter  market  as  reported by the National Association of Securities
Dealers Automated Quotation System, or if not so quoted, as reported by National
Quotation  Bureau,  Incorporated,  or  a  similar  organization.

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

     "Depositary"  means,  with respect to the Securities of any series issuable
or  issued in whole or in part in the form of one or more Book-Entry Securities,
the  Person  designated as Depositary for such series by the Company pursuant to
Section  301  or Section 305, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934; and if at any time there is more than
one  such  Person,  "Depositary"  as  used with respect to the Securities of any
series  shall mean the Depositary with respect to the Securities of such series.

     "Designated Senior Debt" means (i) any Senior Debt which, as of the date of
this  Indenture,  has  an aggregate principal amount outstanding of at least $15
million,  and  (ii)  any Senior Debt which, at the date of determination, has an
aggregate principal amount outstanding of, or commitments to lend up to, a least
$15  million  and  is  specifically  designated by the Company in the instrument
evidencing  or  governing  such  Senior  Debt  as  "Designated  Senior

                                        3
<PAGE>

Debt"  for  purposes of this Indenture (provided, that such instrument may place
limitations  and  conditions  on  the  right of such Senior Debt to exercise the
rights  of  Designated  Senior  Debt).

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

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

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

     "Indebtedness"  means, with respect to any person, all obligations, whether
or  not contingent, of such person (i)(a) for borrowed money (including, but not
limited  to,  any indebtedness secured by a security interest, mortgage or other
lien  on  the  assets of such person which is (1) given to secure all or part of
the  purchase  price of property subject thereto, whether given to the vendor of
such  property  or  to  another,  or  (2)  existing  on  property at the time of
acquisition  thereof),  (b)  evidenced  by  a  note,  debenture, bond or written
instrument, (c) under a lease required to be capitalized on the balance sheet of
the  lessee  under  GAAP  or  under  any  lease or related document (including a
purchase  agreement)  which provides that such person is contractually obligated
to  purchase  or to cause a third party to purchase such leased property, (d) in
respect of letters of credit, bank guarantees or bankers' acceptances (including
reimbursement  obligations  with  respect  to  any  of  the foregoing), (e) with
respect to Indebtedness secured by a mortgage, pledge, lien, encumbrance, charge
or  adverse  claim  affecting  title or resulting in an encumbrance to which the
property  or  assets  of  such person are subject, whether or not the obligation
secured  thereby  shall have been assumed or Guaranteed by or shall otherwise be
such person's legal liability, (f) in respect of the balance of the deferred and
unpaid  purchase price of any property or assets, and (g) under interest rate or
currency  swap  agreements,  cap,  floor and collar agreements, spot and forward
contracts  and  similar  agreements  and  arrangements; (ii) with respect to any
obligation  of others of the type described in the preceding clause (i) or under
clause  (iii)  below assumed by or guaranteed in any manner by such person or in
effect  guaranteed  by  such person through an agreement to purchase (including,
without  limitation,  "take  or  pay"  and  similar arrangements), contingent or
otherwise  (and  the  obligations  of  such  person  under any such assumptions,
guarantees  or  other  such  arrangements);  and  (iii)  any  and all deferrals,
renewals,  extensions,  refinancings  and  refundings  of,  or  amendments,
modifications  or  supplements  to,  any  of  the  foregoing.

     "Indenture"  means this instrument as originally executed or as it may from
time  to  time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all  purposes  of  this  instrument,  and  any  such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this  instrument  and  any  such  supplemental indenture, respectively. The term
"Indenture"  shall  also  include  the  forms  and terms of particular series of
Securities  established  as  contemplated  by  Section  301.

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

                                        4
<PAGE>

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

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

     "Issuance  Date"  means  the  date  on  which  the  Securities  are  first
authenticated  and  issued.

     "Material  Subsidiary"  means  any  Subsidiary of the Company which, at the
date  of determination, is a "significant subsidiary" as defined in Rule 1-02(w)
of  Regulation  S-X  under  the  Securities  Act  and  the Exchange Act (as such
Regulation  is  in  effect  on  the  date  hereof).

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

     "Obligations"  means  any  principal,  interest,  penalties,  fees,
indemnifications,  reimbursements,  damages  and other liabilities payable under
the  documentation  governing  any  Indebtedness.

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

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

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

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

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

     (ii)  Securities  for  whose  payment  or redemption money in the necessary
amount  has  been  theretofore  deposited  with  the Trustee or any Paying Agent
(other  than  the  Company) in trust or set aside and segregated in trust by the
Company  (if  the  Company shall act as its own Paying Agent) for the Holders of
such Securities; provided, that if such Securities are to be redeemed, notice of
such  redemption  has been duly given pursuant to Section 1104 of this Indenture
or  provision  therefor  satisfactory  to  the  Trustee  has  been  made;

                                        5
<PAGE>

     (iii)  Securities, except to the extent provided in Sections 1502 and 1503,
with respect to which the Company has effected defeasance or covenant defeasance
as  provided  in  Article  Fifteen;  and

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

provided,  however,  that  in  determining  whether the Holders of the requisite
principal  amount  of  the  Outstanding Securities have given, made or taken any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action  hereunder,  or  whether sufficient funds are available for redemption or
for  any  other purpose, and for the purpose of making the calculations required
by  Section  313  of  the  Trust  Indenture  Act, (i) the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the date
of  such  determination  upon  acceleration  of the Maturity thereof pursuant to
Section  502, (ii) the principal amount of a Security denominated in one or more
foreign  currencies  or  currency  units  shall  be  the U.S. dollar equivalent,
determined  in the manner provided as contemplated by Section 301 on the date of
original  issuance of such Security, of the principal amount (or, in the case of
an  Original  Issue Discount Security, the U.S. dollar equivalent on the date of
original  issuance  of such Security of the amount determined as provided in (i)
above) of such Security, (iii) the principal amount of any Indexed Security that
may  be  counted  in  making such determination or calculation and that shall be
deemed  to  be Outstanding for such purpose shall be equal to the principal face
amount  of such Indexed Security at original issuance, unless otherwise provided
with  respect  to such Security pursuant to Section 301, and (iv) except for the
purpose  of  making  the  calculations  required  by  Section  313  of the Trust
Indenture  Act,  Securities  owned  by the Company or any other obligor upon the
Securities  or  any  Affiliate  of the Company or of such other obligor shall be
disregarded  and  deemed  not  to  be  Outstanding,  except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization,  direction,  notice,  consent,  waiver  or  other  action,  only
Securities  which  a  Responsible Officer of the Trustee actually knows to be so
owned  shall  be  so disregarded. Securities so owned which have been pledged in
good  faith  may  be  regarded  as Outstanding if the pledgee establishes to the
satisfaction  of  the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities  or  any  Affiliate  of  the  Company  or  of  such  other  obligor.

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

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

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

                                        6
<PAGE>

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

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

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

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

     "Responsible  Officer",  when  used  with respect to the Trustee, means any
officer  assigned  by the Trustee to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom  such matter is referred because of his or her knowledge of and familiarity
with  the  particular  subject.

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

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

     "Senior  Debt" means the principal of, interest on and other amounts due on
Indebtedness of the Company, whether outstanding on the date of the Indenture or
thereafter  created,  incurred, assumed or Guaranteed by the Company; unless, in
the  instrument  creating  or  evidencing  or  pursuant to which Indebtedness is
outstanding,  it  is  expressly provided that such Indebtedness is not senior in
right  of  payment  to the Securities. Senior Debt includes, with respect to the
obligations  described  above,  interest accruing, pursuant to the terms of such
Senior  Debt,  on  or  after  the  filing  of  any petition in bankruptcy or for
reorganization  relating  to the Company, whether or not post-filing interest is
allowed  in  such  proceeding, at the rate specified in the instrument governing
the  relevant  obligation.  Notwithstanding  anything  to  the  contrary  in the
foregoing, Senior Debt shall not include: (a) Indebtedness of or amounts owed by
the  Company  for compensation to employees, or for goods, services or materials
purchased in the ordinary course of business; (b) Indebtedness of the Company to
a  Subsidiary  of  the  Company;  (c) any liability for Federal, state, local or
other taxes owed or owing by the Company; or (d) Indebtedness of or amounts owed
by  the  Company  under  the Company's 4 1/2% Convertible Subordinated Notes due
2002  and  the  Company's  5%  Convertible  Subordinated  Notes  due  2004.

     "Senior  Subordinated Debt" means the Securities and any other Indebtedness
of  the  Company  that  specifically provides that it is to rank pari passu with
other  Senior  Subordinated  Debt  of the Company and is not subordinated to any
Indebtedness  of  the  Company  that  is  not  Senior  Debt.

                                        7
<PAGE>

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

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

     "Subsidiary"  means  any  corporation  of  which at least a majority of the
outstanding  stock  having  by  the  terms thereof ordinary voting power for the
election of directors of such corporation (irrespective of whether or not at the
time stock of any other class or classes of such corporation shall have or might
have  voting power by reason of the happening of any contingency) is at the time
directly  or  indirectly  owned  by  the  Company,  or  by  one  or  more  other
Subsidiaries,  or  by  the  Company  and  one  or  more  other  Subsidiaries.

     "Trading  Day"  means each Monday, Tuesday, Wednesday, Thursday and Friday,
other  than  any  day  on  which  securities  are  not  traded on the applicable
securities  exchange  or  in  the  applicable  securities  market.

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

     "Trust  Indenture  Act"  or "TIA" means the Trust Indenture Act of 1939, as
amended  and  as  in force at the date as of which this instrument was executed,
except  as  provided in Section 905 hereof; provided, however, that in the event
the  Trust  Indenture  Act  of 1939 is amended after such date, "Trust Indenture
Act"  means,  to  the extent required by any such amendment, the Trust Indenture
Act  of  1939  as  so  amended.

     "U.S.  Government  Obligations"  has the meaning specified in Section 1504.

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

     Section  102.  Compliance  Certificates  and  Opinions.
                    ---------------------------------------

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

                                        8
<PAGE>

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

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

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

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

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

     Section  103.  Form  of  Documents  Delivered  to  Trustee.
                    -------------------------------------------

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

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

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

     Section  104.  Acts  of  Holders;  Record  Dates.
                    ---------------------------------

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
          or  other  action provided or permitted by this Indenture to be given,
          made  or  taken  by Holders may be embodied in and evidenced by one or
          more instruments of substantially similar tenor signed by such Holders
          in person or by agent duly appointed in writing; and, except as herein
          otherwise

                                        9
<PAGE>

          expressly  provided,  such  action  shall  become  effective when such
          instrument  or  instruments are delivered to the Trustee and, where it
          is  hereby  expressly  required,  to  the  Company. Such instrument or
          instruments  (and  the  action embodied therein and evidenced thereby)
          are  herein  sometimes referred to as the "Act" of the Holders signing
          such  instrument  or  instruments.  Proof  of  execution  of  any such
          instrument  or  of  a  writing  appointing  any  such  agent  shall be
          sufficient  for  any purpose of this Indenture and (subject to Section
          601)  conclusive  in  favor of the Trustee and the Company, if made in
          the  manner  provided  in  this  Section.

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

     (c)  The  Company  may  fix  any  day as the record date for the purpose of
          determining  the  Holders of Securities of any series entitled to give
          or  take  any  request,  demand,  authorization,  direction,  notice,
          consent,  waiver or other action, or to vote on any action, authorized
          or  permitted  to  be  given or taken by Holders of Securities of such
          series. If not set by the Company prior to the first solicitation of a
          Holder  of  Securities of such series made by any Person in respect of
          any such action, or, in the case of any such vote, prior to such vote,
          the record date for any such action or vote shall be the 30th day (or,
          if  later,  the date of the most recent list of Holders required to be
          provided  pursuant to Section 701) prior to such first solicitation or
          vote, as the case may be. With regard to any record date for action to
          be  taken by the Holders of one or more series of Securities, only the
          Holders  of  Securities  of  such  series  on such date (or their duly
          designated proxies) shall be entitled to give or take, or vote on, the
          relevant  action.

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

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

                                       10
<PAGE>

     Section  105.  Notices,  Etc.,  to  Trustee  and  Company.
                    ------------------------------------------
     Any  request,  demand, authorization, direction, notice, consent, waiver or
Act  of  Holders or other document provided or permitted by this Indenture to be
made  upon,  given  or  furnished  to,  or  filed  with,

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

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

     Section  106.  Notice  to  Holders;  Waiver.
                    ----------------------------

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

     In case by reason of the suspension of regular mail service or by reason of
any other 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.

     Any notice or communication shall also be so mailed to any Person described
in  TIA  313(c),  to  the  extent  required  by  the  TIA.

     Section  107.  Conflict  with  Trust  Indenture  Act.
                    -------------------------------------

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

                                       11
<PAGE>

     Section  108.  Effect  of  Headings  and  Table  of  Contents.
                    ----------------------------------------------

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

     Section  109.  Successors  and  Assigns.
                    ------------------------

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

     Section  110.  Separability  Clause.
                    --------------------

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

     Section  111.  Benefits  of  Indenture.
                    -----------------------

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

     Section  112.  Governing  Law.
                    --------------

     THIS  INDENTURE  AND  THE  SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS  PRINCIPLES  THEREOF.

     Section  113.  Legal  Holidays.
                    ---------------
     In  any  case  where  any  Interest  Payment  Date, Redemption Date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment,  then  (notwithstanding any other provision of this Indenture or of the
Securities  (other  than  a  provision  of  the  Securities  of any series which
specifically  states  that  such provision shall apply in lieu of this Section))
payment  of interest or principal (and premium, if any) need not be made at such
Place  of  Payment on such date, but may be made on the next succeeding Business
Day  at  such  Place of Payment with the same force and effect as if made on the
Interest  Payment  Date,  the  Redemption  Date,  or  at  the Stated Maturity or
Maturity;  provided,  that  no interest shall accrue for the intervening period.

                              ARTICLE  TWO

                            Security  Forms

Section  201.     Forms  Generally.
                  ----------------

     The  Securities of each series shall be in substantially the form set forth
in  Exhibit  A hereto, which is hereby incorporated in and expressly made a part
of  this Indenture, or in such

                                       12
<PAGE>

other  form  as  shall be established by or pursuant to a Board Resolution or in
one  or  more indentures supplemental hereto, in each case with such appropriate
insertions,  omissions,  substitutions  and  other variations as are required or
permitted  by  this  Indenture.

     The Securities may have notations, legends or endorsements required by law,
stock  exchange  rule,  agreements  to  which the Company is subject, if any, or
usage  (provided  that  any  such  notation,  legend or endorsement is in a form
acceptable  to  the  Company) or as may, consistently herewith, be determined by
the  officers  executing such Securities, as evidenced by their execution of the
Securities. The Company shall furnish any such legend not contained in Exhibit A
to  the  Trustee  in  writing  at  or prior to the delivery of the Company Order
contemplated  by  Section  303  for  the  authentication  and  delivery  of such
Securities.  The  terms  and provisions of the Securities set forth in Exhibit A
are  part  of  the  terms  of  this  Indenture and to the extent applicable, the
Company  and  the  Trustee,  by  their execution and delivery of this Indenture,
expressly  agree  to  such  terms and provisions and to be bound thereby. To the
extent  any provision of any Securities conflicts with the express provisions of
this  Indenture,  the  provisions  of  this  Indenture  shall  govern  and  be
controlling.  If  the  form of Securities of any series is established by, or by
action taken pursuant to, a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company  and delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated  by  Section 303 for the authentication and delivery of such
Securities.

     Section  202.  Additional  Provisions  Required  in  Book-Entry  Security.
                    ----------------------------------------------------------

     Each  Book-Entry  Security  issued  hereunder  shall  represent such of the
outstanding Securities as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Securities from
time  to  time  endorsed  thereon  and  that  the  aggregate principal amount of
outstanding  Securities  represented thereby may from time to time be reduced or
increased,  as  appropriate,  to  reflect  exchanges  and  redemptions.  Any
endorsement  of  a  Book-Entry Security to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Securities represented
thereby  shall  be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by  Section  305  hereof.

     Any  Book-Entry  Security  issued  hereunder  shall,  in  addition  to  the
provisions  contained in Exhibit A and in addition to any legend required by the
Depositary,  bear  a  legend  in  substantially  the  following  form:

     "Unless  this  certificate  is presented by an authorized representative of
the  Depository  Trust  Company,  a  New York Corporation ("DTC"), New York, New
York,  to  the  Company  or  its agent for registration of transfer, exchange or
payment,  and  any certificate issued is registered in the name of Cede & Co. or
in  such  other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co., or to such other entity as is requested by an
authorized  representative  of DTC) any transfer, pledge or other use hereof for
value  or  otherwise  by or to any person is wrongful inasmuch as the registered
owner  hereof,  Cede  &  Co.,  has  an  interest  herein.

                                       13
<PAGE>

     Transfers  of  this global security shall be limited to transfers in whole,
but  not  in  part,  to  nominees  of  DTC  or  to  a  successor thereof or such
successor's  nominee  and transfers of portions of this global security shall be
limited  to  transfers made in accordance with the restrictions set forth in the
indenture  referred  to  on  the  reverse  hereof."

     Section  203.  Form  of  Trustee's  Certificate  of  Authentication.
                    ----------------------------------------------------

     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.

Dated:

                                             WILMINGTON  TRUST
                                             COMPANY  ,
                                             As  Trustee


                                             By
                                             --------------------
                                             Authorized  Signatory


                               ARTICLE  THREE

                              The  Securities

     Section  301.  Amount  Unlimited;  Issuable  in  Series.
                    ----------------------------------------

     The  aggregate principal amount of Securities that may be authenticated and
delivered  under  this  Indenture  is  unlimited  (except  as  may be limited by
applicable  law).

     The Securities may be issued from time to time in one or more series. There
shall  be  established  in  or  pursuant  to  a Board Resolution and, subject to
Section  303,  set  forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to  the  issuance  of  Securities  of  any  series,

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

     (2)  any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except for
Securities

                                       14
<PAGE>

authenticated  and  delivered  upon  registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305,
306,  906  or  1107 and except for any Securities that, pursuant to Section 303,
are  deemed  never  to  have  been  authenticated  and  delivered  hereunder);

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

     (4) the date or dates on which the principal of and premium, if any, on the
Securities  of  the  series  is  payable or the method of determination thereof;

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

     (6)  if  other than the Corporate Trust Office of the Trustee, the place or
places  where the principal of and any premium and interest on Securities of the
series  shall  be  payable;

     (7)  the  period or periods within which, the price or prices at which, the
currency  or  currencies (including currency units) in which and the other terms
and  conditions upon which Securities of the series may be redeemed, in whole or
in  part,  at  the  option  of  the  Company;

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

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

     (10)  the  currency,  currencies  or currency units in which payment of the
principal  of and any premium and interest on any Securities of the series shall
be  payable  if  other than the currency of the United States of America and the
manner  of  determining  the  equivalent  thereof  in the currency of the United
States  of  America  for  purposes of the definition of "Outstanding" in Section
101;

     (11)  if  the amount of payments of principal of or any premium or interest
on  any  Securities  of the series may be determined with reference to an index,
formula  or  other  method,  the  index,  formula  or other method by which such
amounts  shall  be  determined;

                                       15
<PAGE>

     (12)  if  the amount Outstanding of an Indexed Security for purposes of the
definition  of  "Outstanding"  is  to be other than the principal face amount at
original  issuance,  the  method  of  determination  of  such  amount;

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

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

     (15)  if  either  or  both  of  Section  1502 or 1503 does not apply to the
Securities  of  any  series;

     (16)  whether  the  Securities of the series shall be issued in whole or in
part  in  the  form  of one or more Book-Entry Securities and, in such case, the
Depositary  and Custodian with respect to such Book-Entry Security or Securities
if other than as set forth in Section 305, and the circumstances under which any
Book-Entry Security may be registered for transfer or exchange, or authenticated
and  delivered,  in  the  name  of  a  Person  other than such Depositary or its
nominee,  if  other  than  as  set  forth  in  Section  305;

     (17) the rights, if any, to defer payments of interest on any Securities of
the  series  by  extending the interest payment period, and the duration of such
extensions;

     (18)  any  additional, modified or different covenants or Events of Default
applicable  to  one  or  more  particular  series  of  Securities;

     (19)  the application, if any, of Article Fourteen to the Securities of any
Series;

     (20)  the  Person appointed as the Paying Agent, if other than as set forth
in  Section  1002;  and

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

     All Securities of any one series shall be substantially identical except as
to  denomination  and  except as may otherwise be provided in or pursuant to the
Board  Resolution  referred  to above and (subject to Section 303) set forth, or
determined  in  the  manner  provided,  in the Officers' Certificate referred to
above  or  in  any such indenture supplemental hereto. All Securities of any one
series  need  not  be  issued at the same time and, unless otherwise provided, a
series  may  be  reopened,  without the consent of the Holders, for issuances of
additional  Securities  of  such  series.

                                       16
<PAGE>

     If  any of the terms of the series are established by action taken pursuant
to  a  Board Resolution, a copy of an appropriate record of such action shall be
certified  by  the  Secretary  or  an  Assistant  Secretary  of  the Company and
delivered  to  the  Trustee  at  or  prior  to  the  delivery  of  the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the  series.

     Section  302.  Denominations.
                    -------------

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

     Section  303.  Execution,  Authentication,  Delivery  and  Dating.
                    --------------------------------------------------

     The  Securities shall be executed on behalf of the Company by two Officers,
under  its corporate seal reproduced thereon attested by its Secretary or one of
its  Assistant  Secretaries.  The  signature  of  any  of  these officers on the
Securities  may  be  manual  or  facsimile.

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

     At  any time and from time to time after the execution and delivery of this
Indenture,  the  Company  may  deliver  Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and  delivery  of such Securities, and the Trustee in accordance
with  the  Company  Order  shall  authenticate and deliver or make available for
delivery such Securities; provided, however, that in the case of Securities of a
series  that  are  not  to  be  originally issued at one time, the Trustee shall
authenticate  and  deliver  or  make available for delivery such Securities from
time  to  time  in  accordance  with  such  other procedures (including, without
limitation,  the  receipt  by  the  Trustee  of electronic instructions from the
Company or its duly authorized agents, promptly confirmed in writing) acceptable
to  the  Trustee as may be specified by or pursuant to a Company Order delivered
to  the  Trustee  prior to the time of the first authentication of Securities of
such  series. If the form or forms or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions as permitted by
Sections  201  and  301,  in  authenticating  such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the  Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully  protected  in  relying  upon,  an  Opinion  of  Counsel  stating,

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

          (b)  if  the  terms  of  such  Securities have been, or in the case of
               Securities  of  a  series that are not to be originally issued at
               one  time,  will  be  established

                                       17
<PAGE>

               by  or  pursuant to Board Resolution as permitted by Section 301,
               that  such  terms  have  been,  or in the case of Securities of a
               series  that are not to be originally issued at one time, will be
               established  in conformity with the provisions of this Indenture,
               subject, in the case of Securities of a series that are not to be
               originally  issued  at  one  time, to any conditions specified in
               such  Opinion  of  Counsel;  and

          (c)  that  such  Securities,  when  authenticated and delivered by the
               Trustee  and  issued  by  the  Company, will constitute valid and
               legally  binding  obligations  of  the  Company  enforceable  in
               accordance  with  their terms, subject to bankruptcy, insolvency,
               fraudulent  transfer, reorganization, moratorium and similar laws
               of  general  applicability  relating  to  or affecting creditors'
               rights  and  to  general  equity  principles; provided, that such
               Opinion  of Counsel need express no opinion as to whether a court
               in  the  United  States would render a money judgment in currency
               other  than  that  of  the  United  States.

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

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

     If  the Company shall establish pursuant to Section 301 that the Securities
of  a  series  are  to  be issued in whole or in part in the form of one or more
Book-Entry  Securities,  then  the  Company  shall execute and the Trustee, upon
receipt  of  a  Company  Order,  shall,  in accordance with this Section and the
Company  Order  with  respect  to  such series, authenticate and deliver or make
available  for  delivery  one  or  more  Securities  in such form that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount  of  the  Outstanding Securities of such series to be represented by such
Book-Entry  Security  or Securities, (ii) shall be registered in the name of the
Depositary  for  such  Book-Entry  Security or Securities or the nominee of such
Depositary,  (iii)  shall  be  delivered  by  the  Trustee to such Depositary or
pursuant  to  such  Depositary's  instruction and (iv) shall bear the legend set
forth  in  Section  204.

     Unless otherwise established pursuant to Section 301, the Company initially
appoints  The  Depositary  Trust  Company  ("DTC")  to act as Depositary and the
Trustee  to act as Custodian. Each Depositary designated pursuant to Section 301
for  a Book-Entry Security must, at the time of its designation and at all times
while  it  serves  as  Depositary,  be  a  clearing  agency

                                       18
<PAGE>

registered  under  the  Securities Exchange Act of 1934 and any other applicable
statute  or regulation. The Trustee shall have no responsibility to determine if
the  Depositary  is so registered. Each Depositary shall enter into an agreement
with  the  Trustee governing the respective duties and rights of such Depositary
and  the  Trustee  with  regard  to  Book-Entry  Securities.

     Each  Security  shall  be  dated  the  date  of  its  authentication.

     No  Security  shall  be  entitled to any benefit under this Indenture or be
valid  or  obligatory  for  any  purpose unless there appears on such Security a
certificate  of  authentication  substantially  in  the form provided for herein
executed  by  the  Trustee by manual signature of an authorized officer thereof,
and  such  certificate  upon  any Security shall be conclusive evidence, and the
only  evidence,  that  such  Security  has been duly authenticated and delivered
hereunder.  Notwithstanding  the  foregoing,  if  any  Security  shall have been
authenticated  and delivered hereunder but never issued and sold by the Company,
and  the  Company shall deliver such Security to the Trustee for cancellation as
provided  in Section 309, for all purposes of this Indenture such Security shall
be  deemed  never  to  have been authenticated and delivered hereunder and shall
never  be  entitled  to  the  benefits  of  this  Indenture.

     Section  304.  Temporary  Securities.
                    ---------------------

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

     If  temporary  Securities  of any series are issued, the Company will cause
definitive  Securities of that series to be prepared without unreasonable delay.
After  the  preparation  of  definitive Securities of such series, the temporary
Securities  of  such  series  shall be exchangeable for definitive Securities of
such  series  upon  surrender  of the temporary Securities of such series at the
office  or  agency of the Company in a Place of Payment for that series, without
charge  to  the  Holder.  Upon  surrender  for  cancellation  of any one or more
temporary  Securities  of  any series the Company shall execute and the Trustee,
upon  receipt  of  a  Company  Order,  shall  authenticate  and  deliver or make
available for delivery in exchange therefor one or more definitive Securities of
the  same  series,  of  any  authorized  denominations  and  of a like aggregate
principal  amount and tenor. Until so exchanged, the temporary Securities of any
series  shall  in  all  respects  be  entitled  to  the same benefits under this
Indenture  as  definitive  Securities  of  such  series  and  tenor.

     Section  305.  Registration,  Registration  of  Transfer  and  Exchange.
                    --------------------------------------------------------

     The  Company  shall  cause  to be kept at the Corporate Trust Office of the
Trustee  a  register  (the  register  maintained in such office and in any other
office  or  agency  of  the Company in a Place of Payment being herein sometimes
collectively  referred  to as the "Security Register")

                                       19
<PAGE>

in  which,  subject  to  such  reasonable  regulations  as it may prescribe, the
Company  shall  provide  for  the registration of Securities and of transfers of
Securities  and  shall  otherwise  comply with TIA 312(a). The Trustee is hereby
appointed  "Security  Registrar"  for  the purpose of registering Securities and
transfers  of  Securities  as  herein  provided.

     Notwithstanding  anything  herein  to the contrary, there shall be only one
Security  Register  with  respect  to  each  series  of  Securities.

     Upon  surrender  for registration of transfer of any Security of any series
at  the  office  or agency of the Company in a Place of Payment for that series,
the  Company  shall  execute,  and  the Trustee shall, upon receipt of a Company
Order,  authenticate  and deliver or make available for delivery, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and  tenor.

     At  the option of the Holder, Securities of any series may be exchanged for
other  Securities  of  the same series, of any authorized denominations and of a
like  aggregate  principal amount and tenor, upon surrender of the Securities to
be  exchanged  at  such  office  or  agency.  Whenever  any  Securities  are  so
surrendered for exchange, the Company shall execute, and the Trustee shall, upon
receipt  of  a  Company  Order,  authenticate  and deliver or make available for
delivery,  the  Securities  that  the  Holder making the exchange is entitled to
receive.

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

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

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

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

     Notwithstanding  the  foregoing,  any  Book-Entry  Security  shall  be
exchangeable pursuant to this Section 305 for Securities registered in the names
of  Persons  other  than the

                                       20
<PAGE>

Depositary for such Security or its nominee only if (i) such Depositary notifies
the  Company  that  it is unwilling or unable to continue as Depositary for such
Book-Entry  Security  or  if at any time such Depositary ceases to be a clearing
agency  registered under the Securities Exchange Act of 1934, as amended and the
Company  does not appoint a successor Depositary within 90 days after receipt by
it  of such notice or after it becomes aware of such cessation, (ii) the Company
executes  and  delivers  to  the  Trustee  a  Company Order that such Book-Entry
Security  shall be so exchangeable or (iii) there shall not have occurred and be
continuing  an  Event  of Default with respect to the Securities. Any Book-Entry
Security  that  is  exchangeable  pursuant  to  the  preceding sentence shall be
exchangeable  for  Securities  registered in such names as such Depositary shall
direct.

     In  connection  with all transfers and exchanges of beneficial interests in
Book-Entry  Securities,  the transferor of such beneficial interest must deliver
to  the  Registrar  a  written  order  from  a Holder given to the Depositary in
accordance  with the Applicable Procedures directing the Depositary to credit or
cause  to be credited a beneficial interest in another Book-Entry Security in an
amount  equal  to  the  beneficial  interest  to be transferred or exchanged and
instructions  given  in  accordance  with  the  Applicable Procedures containing
information regarding the Holder account to be credited with such increase. Upon
satisfaction  of  all of the requirements for transfer or exchange of beneficial
interests  in  Book-Entry  Securities  contained  in  this  Indenture  and  the
Securities  or  otherwise applicable under the Securities Act, the Trustee shall
adjust  the  principal  amount  of  the relevant Book-Entry Security pursuant to
Section  310  hereof.

     Notwithstanding  any other provision in this Indenture, unless and until it
is  exchanged  in  whole or in part for Securities that are not in the form of a
Book-Entry  Security,  a Book-Entry Security may not be transferred or exchanged
except  as a whole by the Depositary with respect to such Book-Entry Security to
a  nominee  of  such  Depositary  or  by  a  nominee  of such Depositary to such
Depositary  or  another  nominee  of  such  Depositary.

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

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

     If  any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee, upon receipt of a Company Order, shall authenticate and
deliver  or  make  available for delivery in exchange therefor a new Security of
the  same series and of like tenor and principal amount and bearing a number not
contemporaneously  outstanding.

     If  there shall be delivered to the Company and the Trustee (i) evidence to
their  satisfaction  of  the destruction, loss or theft of any Security and (ii)
such  security  or indemnity as may be required by them to save each of them and
any  agent  of  either  of  them harmless, then, in the absence of notice to the
Company  or  the  Trustee  that  such  Security has been acquired by a bona fide
purchaser,  the Company shall execute and the Trustee, upon receipt of a Company
Order,  shall  authenticate  and deliver, in lieu of any such destroyed, lost or
stolen  Security,  a  new

                                       21
<PAGE>

Security of the same series and of like tenor and principal amount and bearing a
number  not  contemporaneously  outstanding.

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

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

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

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

     Section  307.  Payment  of  Interest;  Interest  Rights  Preserved.
                    ---------------------------------------------------

     Except as otherwise provided as contemplated by Section 301 with respect to
any  series  of  Securities,  interest  on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to  (or,  in the case of additional Securities issued pursuant to any payment in
kind  provision,  issued  in the name of) 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 at the office or agency maintained
for  such purpose pursuant to Section 301; provided, however, that at the option
of the Company, interest on Securities of any series that bear cash interest may
be  paid (i) by check mailed to the address of the Person entitled thereto as it
shall  appear  on  the  Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security Register;
provided,  that  such  Person  shall  have  given  the Paying Agent written wire
instructions  at  least  five  Business  Days  prior  to the applicable Interest
Payment  Date.

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

     (1)  The Company may elect to make payment of any Defaulted Interest to the
Persons  in  whose  names  the  Securities  of  such series (or their respective
Predecessor  Securities)  are  registered  at the close of business on a Special
Record  Date for the payment of such Defaulted Interest, which shall be fixed in
the  following  manner.  The  Company shall notify the Trustee in writing of the
amount  of  Defaulted  Interest  proposed  to  be  paid  on  each  Security  of

                                       22
<PAGE>

such  series  and  the  date  of  the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money or, in the case of any
Securities  designated  by  their  terms  as Pay-in-Kind, additional Securities,
equal  to  the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior  to the date of the proposed payment, such money or additional Securities,
as applicable, when deposited to be held in trust for the benefit of the Persons
entitled  to  such  Defaulted Interest as in this Clause provided. Thereupon the
Company  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 Company shall promptly
notify  the  Trustee  of  such  Special  Record Date and, in the name and at the
expense  of  the Company, the Trustee shall cause notice of the proposed payment
of  such  Defaulted  Interest and the Special Record Date therefor to be mailed,
first-class  postage prepaid, to each Holder of Securities of such series at his
address  as  it appears in the Security Register, not less than 10 days prior to
such  Special  Record  Date.  Notice  of  the proposed payment of such Defaulted
Interest  and  the  Special  Record  Date  therefor  having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such  series  (or their respective Predecessor Securities) are registered at the
close  of  business  on  such Special Record Date and shall no longer be payable
pursuant  to  the  following  Clause  (2).

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

     In  the  case  of  any Security which is converted after any Regular Record
Date  and  on  or prior to the next succeeding Interest Payment Date (other than
any  Security  whose  Maturity is prior to such Interest Payment Date), interest
whose  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 Security (or one or more Predecessor 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 Security which is converted, interest whose Stated Maturity is after the
date  of  conversion  of  such  Security  shall  not  be  payable.

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

     Section  308.  Persons  Deemed  Owners.
                    -----------------------

     Prior  to  due  presentment of a Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person  in  whose name such Security is registered as the owner of such Security
for  the  purpose  of  receiving  payment  of

                                       23
<PAGE>

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

     Section  309.  Cancellation.
                    ------------

     All  Securities  surrendered  for  payment,  redemption,  registration  of
transfer  or  exchange  or for credit against any sinking fund payment shall, if
surrendered  to  any Person other than the Trustee, be delivered to the Trustee.
All  Securities  so  delivered  and  any  Securities surrendered directly to the
Trustee  for any such purpose shall be promptly canceled by the Trustee and such
cancellation shall be noted conspicuously on each such Security. The Company may
at  any  time  deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner  whatsoever,  and  may deliver to the Trustee (or to any other Person for
delivery  to  the  Trustee)  for  cancellation  any  Securities  previously
authenticated  hereunder  which  the  Company  has  not issued and sold, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall  be authenticated in lieu of or in exchange for any Securities canceled as
provided  in this Section, except as expressly permitted by this Indenture.  All
canceled  Securities  held  by the Trustee shall be disposed of as directed by a
Company  Order  or after 90 days, if not in receipt of such Company Order, shall
be  disposed  of  in  accordance  with  the  Trustee's  customary  procedures.

     Section  310.  Cancellation  and/or  Adjustment  of  Book-Entry Securities.
                    ------------------------------------------------------------

     At  such  time  as  a  particular  Book-Entry  Security  has been redeemed,
repurchased  or canceled in whole and not in part, each such Book-Entry Security
shall  be returned to or retained and canceled by the Trustee in accordance with
Section  309  hereof.  At any time prior to such cancellation, if any beneficial
interest  in  a  Book-Entry Security is exchanged for or transferred to a Person
who  will  take delivery thereof in the form of a beneficial interest in another
Book-Entry  Security,  the  principal  amount  of Securities represented by such
Book-Entry  Security  shall  be  reduced accordingly and an endorsement shall be
made  on  such  Book-Entry  Security  by the Trustee or by the Depositary at the
direction  of  the  Trustee  to  reflect  such  reduction; and if the beneficial
interest  is  being  exchanged  for  or  transferred  to  a Person who will take
delivery  thereof  in  the  form  of a beneficial interest in another Book-Entry
Security,  such  other Book-Entry Security shall be increased accordingly and an
endorsement  shall  be made on such Book-Entry Security by the Trustee or by the
Depositary  at  the  direction  of  the  Trustee  to  reflect  such  increase.

     Section  311.  Computation  of  Interest.
                    -------------------------

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

     Section  312.  CUSIP  Numbers.
                    --------------

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

                                       24
<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 CUSIP numbers. The Company will promptly notify the Trustee of
any  change  in  the  CUSIP  numbers.

                                 ARTICLE  FOUR

                         Satisfaction  and  Discharge

     Section  401.  Satisfaction  and  Discharge  of  Indenture.
                    -------------------------------------------

     This  Indenture  shall  upon  Company Request cease to be of further effect
with  respect  to Securities of any series (except as to any surviving rights of
registration  of  transfer,  exchange  or  replacement of such Securities herein
expressly  provided  for), and the Trustee, at the expense of the Company, shall
execute  proper  instruments  acknowledging  satisfaction  and discharge of this
Indenture  with  respect  to  such  Securities,  including,  but not limited to,
Article  Thirteen  hereof,  when

     (1)  either

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

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

          (i)  have  become  due  and  payable,  or

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

          (iii)  are  to  be  called  for  redemption  within  one  year  under
     arrangements  satisfactory  to  the  Trustee  for  the  giving of notice of
     redemption  by the Trustee in the name, and at the expense, of the Company,
     and  the Company, in the case of (B)(i), (ii) or (iii) above, has deposited
     or  caused to be deposited with the Trustee as trust funds in trust for the
     purpose  an  amount in the currency or currencies or currency unit or units
     in  which  such  Securities are payable sufficient to pay and discharge the
     entire  indebtedness  on  such  Securities not theretofore delivered to the
     Trustee for cancellation, for principal and any premium and interest to the
     date  of  such deposit (in the case of Securities which have become due and
     payable)  or to the Stated Maturity or Redemption Date, as the case may be;

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

                                       25
<PAGE>

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

     Notwithstanding  the  satisfaction  and  discharge  of  this Indenture, the
obligations  of  the  Company  to  the  Trustee  under  Section  607  and to any
Authenticating  Agent  under Section 615 and, if money shall have been deposited
with  the  Trustee  pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402, Article Six and the last paragraph
of  Section  1003  shall  survive.

     Section  402.  Application  of  Trust  Money.
                    -----------------------------

     Subject  to  provisions  of  the  last paragraph of Section 1003, all money
deposited  with  the  Trustee pursuant to Section 401 shall be held in trust and
applied  by  it,  in  accordance  with the provisions of the Securities and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting  as  its  own  Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest  for  whose  payment  such  money  has been deposited with the Trustee.

                                   ARTICLE  FIVE

                                     Remedies

     Section  501.  Events  of  Default.
                    -------------------

     "Event  of Default", wherever used herein with respect to Securities of any
series,  means  any  one of the following events (unless it is inapplicable to a
particular series or is specifically deleted or modified in the Board Resolution
(or  action  taken pursuant thereto), or supplemental indenture under which such
series of Securities is issued or has been modified in an indenture supplemental
hereto):

     (1) default in the payment of any interest upon any Security of that series
when  it becomes due and payable (whether or not prohibited by the subordination
provisions  of  this Indenture), and continuance of such default for a period of
30  days;  or

     (2) default in the payment of the principal of (or premium, if any, on) any
Security  of  that  series  at  its  Maturity  (whether or not prohibited by the
subordination  provisions  of  this  Indenture);  or

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

     (4)  default  in the performance, or breach, of any covenant or warranty of
the  Company  in this Indenture with respect to Securities of that series (other
than  a  covenant  or warranty a default in whose performance or whose breach is
elsewhere  in  this  Section  specifically  dealt with), and continuance of such
default  or  breach  for  a  period  of  60  days after there has been given, by
registered  or  certified  mail,  to  the  Company  by  the  Trustee  or  to the

                                       26
<PAGE>

Company  and  the  Trustee by the Holders of at least 25% in principal amount of
the  Outstanding  Securities  of  that  series  a written notice specifying such
default  or  breach and requiring it to be remedied and stating that such notice
is  a  "Notice  of  Default"  hereunder;  or

     (5)  the  Company  or  any  Material  Subsidiary  pursuant to or within the
meaning  of any Bankruptcy Law: (i) commences a voluntary case, (ii) consents to
the  entry  of an order for relief against it in an involuntary case in which it
is the debtor, (iii) consents to the appointment of a Custodian of it or for all
or  substantially  all  of its property, (iv) makes a general assignment for the
benefit  of  its  creditors,  or  (v)  makes  the  admission  in writing that it
generally  is  unable  to  pay  its  debts  as  the  same  become  due;  or

     (6)  a  court of competent jurisdiction enters an order or decree under any
Bankruptcy  Law  that:  (i)  is  for  relief against the Company or any Material
Subsidiary  of  the Company in an involuntary case, (ii) appoints a Custodian of
the  Company  or  any  Material  Subsidiary  of  the  Company  or  for  all  or
substantially  all of its property, and the order or decree remains unstayed and
in  effect  for  60  days  or (iii) orders the liquidation of the Company or any
Material Subsidiary of the Company, and the order or decree remains unstayed and
in  effect  for  60  days;  or

     (7)  default  under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money  borrowed by the Company or any Material Subsidiary of the Company (or the
payment  of which is guaranteed by the Company or any Material Subsidiary of the
Company),  whether such Indebtedness or guarantee now exists or is created after
the  Issuance  Date,  which  default  (i) is caused by a failure to pay when due
principal  of  or interest on such Indebtedness within the grace period provided
for  in  such  Indebtedness (which failure continues beyond any applicable grace
period)(a  "Payment  Default")  or  (ii)  results  in  the  acceleration of such
Indebtedness  prior  to  its  express  maturity (without such acceleration being
rescinded  or  annulled)  and,  in  each  case, the principal amount of any such
Indebtedness,  together with the principal amount of any such Indebtedness under
which  there  is  a  Payment  Default  or  the  maturity  of  which  has been so
accelerated,  aggregates  $10  million  or  more;  or

     (8)  a  final,  non-appealable  judgment  or final non-appealable judgments
(other  than any judgment as to which a reputable insurance company has accepted
full  liability)  for  the  payment of money are entered by a court or courts of
competent  jurisdiction  against  the  Company or any Material Subsidiary of the
Company  and  remain undischarged for a period (during which execution shall not
be  effectively  stayed)  of  60  days,  provided that the aggregate of all such
judgments  exceeds  $5  million;  or

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

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

                                       27
<PAGE>

     Section  502.  Acceleration  of  Maturity;  Rescission  and  Annulment.
                    -------------------------------------------------------

     If  an Event of Default (other than an Event of Default described in clause
5  or  6  of  Section  501) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders  of  not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities of
that  series  are Original Issue Discount Securities or Indexed Securities, such
portion  of  the  principal amount of such Securities as may be specified in the
terms  thereof)  of  all  of the Securities of that series to be due and payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by  Holders),  and  upon  any such declaration such principal amount (or, in the
case of Original Issue Discount Securities or Indexed Securities, such specified
amount)  shall  become  immediately  due  and  payable.

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

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

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

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

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

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

     and

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

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

     If  an  Event  of Default described in clause 5 or 6 of Section 501 occurs,
the  Outstanding  Securities shall ipso facto become immediately due and payable
without  need  of any declaration or other act on the part of the Trustee or any
Holder.

                                       28
<PAGE>

     Section  503.  Collection  of  Indebtedness  and  Suits  for  Enforcement
                    By Trustee.
                    ------------------------------------------------------------

     The  Company  covenants  that  if

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

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

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

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

     Section  504.  Trustee  May  File  Proofs  of  Claim.
                    -------------------------------------

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

     No  provision of this Indenture shall be deemed to authorize the Trustee to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or  the  rights  of  any  Holder  thereof or to authorize the Trustee to vote in
respect  of  the  claim of any Holder in any such proceeding; provided, however,
that  the  Trustee  may,  on  behalf  of the Holders, vote for the election of a
trustee in bankruptcy or similar official and may be a member of a creditors' or
other  similar  committee.

                                       29
<PAGE>

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

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

     Section  506.  Application  of  Money  Collected.
                    ---------------------------------

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

     FIRST:  To the payment of all amounts due the Trustee (including its agents
and  counsel)  under  Section  607;

     SECOND:  To  the  holders  of Senior Debt to the extent required by Article
Thirteen;

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

     FOURTH:  The  balance,  if  any, to the Company or to such other party as a
final  order  of  a  court  of  competent  jurisdiction  shall  direct.

     Section  507.  Limitation  on  Suits.
                    ---------------------

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

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

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

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

                                       30
<PAGE>

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

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

it  being understood and intended that no one or more of such Holders shall have
any  right in any manner whatever by virtue of, or by availing of, any provision
of  this  Indenture  to  affect,  disturb  or  prejudice the rights of any other
Holders, 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  Holders.

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

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

     Section  509.  Restoration  of  Rights  and  Remedies.
                    --------------------------------------

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

     Section  510.  Rights  and  Remedies  Cumulative.
                    ---------------------------------

     Except  as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306  and  as  otherwise  provided  in  Section  507,  no  right or remedy herein
conferred  upon  or  reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent  permitted by law, be cumulative and in addition to every other right and
remedy  given  hereunder  or  now  or  hereafter existing at law or in equity or
otherwise.  The  assertion  or  employment  of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate  right  or  remedy.

     Section  511.  Delay  or  Omission  Not  Waiver.
                    --------------------------------

     No  delay  or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such  right  or remedy or

                                       31
<PAGE>

constitute  a  waiver  of  any such Event of Default or an acquiescence therein.
Every  right and remedy given by this Article or by law to the Trustee or to the
Holders  may  be  exercised  from  time  to  time, and as often as may be deemed
expedient,  by  the  Trustee  or  by  the  Holders,  as  the  case  may  be.

     Section  512.  Control  by  Holders.
                    --------------------

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

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

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

     (3)  subject  to  the provisions of Section 601, the Trustee shall have the
right  to  decline  to  follow  any  such direction if the Trustee in good faith
shall, by a Responsible Officer of the Trustee, determine that the proceeding so
directed  would  involve  the  Trustee  in  personal  liability.

     Section  513.  Waiver  of  Past  Defaults.
                    --------------------------

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

     (1)  in  the  payment of the principal of or any premium or interest on any
Security  of  such  series,  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 such waiver shall extend to any subsequent or other
default  or  impair  any  right  consequent  thereon.

     Section  514.  Undertaking  for  Costs.
                    -----------------------

     In  any  suit  for  the  enforcement  of  any  right  or  remedy under this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file  an  undertaking  to  pay  the  costs  of  such suit, and may assess costs,
including  counsel  fees  and  expenses, against any such party litigant, in the
manner

                                       32
<PAGE>

and  to  the  extent provided in the Trust Indenture Act; provided, that neither
this  Section nor the Trust Indenture Act shall be deemed to authorize any court
to  require  such  an  undertaking  or  to  make  such an assessment in any suit
instituted  by  the  Company,  the  Trustee  or  the Holders of 10% in aggregate
principal  amount  of  the  Outstanding  Securities  of  any  series.


                                   ARTICLE SIX

                                   The Trustee

     Section 601.  Certain  Duties  and  Responsibilities.
                    --------------------------------------

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

     Section 602.   Notice  of  Defaults.
                    --------------------

     If  a default occurs hereunder with respect to Securities of any series and
if  it  is  known  to  the  Trustee, the Trustee shall, within 90 days, give the
Holders of Securities of such series notice of such default as and to the extent
provided  by the Trust Indenture Act; provided, however, that in the case of any
default  in  the  payment  on  any  Securities  of  such series, the Trustee may
withhold  notice if and so long as the Trustee in good faith determines that the
withholding  of such notice is in the interests of the Holders.  For the purpose
of this Section, the term "default" means any event which is, or after notice or
lapse  of  time  or  both  would  become,  an  Event  of Default with respect to
Securities  of  such  series.

     Section 603. Certain  Rights  of  Trustee.
                  ----------------------------
     Subject  to  the  provisions  of  Section  601:

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

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

                                       33
<PAGE>

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

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

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

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

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

          (h)  the  Trustee shall not be liable for any action it takes or omits
               to take in good faith that it believes to be authorized or within
               the  rights  or  powers  conferred  upon  it  by  this Indenture;
               provided  that  the Trustee's conduct does not constitute willful
               misconduct  or  negligence.

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

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

                                       34
<PAGE>

     Section  605.  May  Hold  Securities  and  Serve  as  Trustee  Under  Other
                    Indentures.
                    ------------------------------------------------------------

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

     Subject to the provisions of Section 608, the Trustee may become and act as
trustee  under other indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding in
the  same  manner  as  if  it  were  not  Trustee.

     Section  606.  Money  Held  in  Trust.
                    ----------------------

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

     Section  607.  Compensation  and  Reimbursement.
                    --------------------------------

     The  Company  agrees

     (1) to pay to the Trustee from time to time such reasonable compensation as
shall  be  agreed  in  writing  between  the  Company  and  the  Trustee for its
acceptance  of  this  Indenture and all services rendered by it hereunder (which
compensation  shall  not  be  limited  by  any provision of law in regard to the
compensation  of  a  trustee  of  an  express  trust);

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

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

     (4)  the  payment  and  reimbursement terms and conditions set forth in the
Schedule of Fees executed and delivered by the Company to the Trustee, including
the  hourly  charges  for  default  administration,  are  reasonable.

                                       35
<PAGE>

     The  Company  shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate legal counsel and if the Company does not
defend the claim, the Company shall pay the reasonable fees and expenses of such
counsel, provided, that, if there may be legal defenses available to the Trustee
which  are  different  from or additional to those available to the Company, the
Trustee  shall  have  the  right to select separate counsel to assert such legal
defenses  and  to  participate  in  the  defense of such action on behalf of the
Trustee  with the costs and expenses of Trustee's separate counsel to be paid by
the  Company.  The  Company  need  not  pay  for any settlement made without its
consent,  which  consent  shall  not  be  unreasonably  withheld.

     The Trustee shall have a lien prior to the Securities upon all property and
funds  held  by  it hereunder for any amount owing it or any predecessor Trustee
pursuant  to this Section 607, except with respect to funds held in trust to pay
principal  and  interest  of  particular  Securities.

     Without  limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of  Default  specified  in  Section  501(6)  or  Section  501(7),  the  expenses
(including  the  reasonable  charges and expenses of its agents and counsel) and
the  compensation  for  the  services  are  intended  to  constitute expenses of
administration  under  any applicable federal or state bankruptcy, insolvency or
other  similar  law.

     The provisions of this Section shall survive the satisfaction and discharge
of  this  Indenture  and  the  resignation  or  removal  of  the  Trustee.

     Section  608.  Disqualification;  Conflicting  Interests.
                    -----------------------------------------

     If  the  Trustee  has  or  shall  acquire a conflicting interest within the
meaning  of  the  Trust  Indenture  Act, the Trustee shall either eliminate such
interest  or resign, to the extent and in the manner provided by, and subject to
the  provisions  of,  the  Trust Indenture Act and this Indenture; provided that
there shall be excluded from the operation of this Section 608: any indenture or
indentures  under  which  other  securities,  or  certificates  of  interest  or
participation  in  other  securities, of the Company are outstanding if (i) this
Indenture  and such other indenture or indentures are wholly unsecured, and such
other  indenture  or  indentures  are hereafter qualified under the Trust Act of
1939,  unless  the Commission shall have found and declared by order pursuant to
subsection  (b)  of  Section  305  or subsection (c) of Section 307 of the Trust
Indenture  Act  of  1939  that differences exists between the provisions of such
other indenture or indentures which are so likely to involve a material conflict
of interest as to make it necessary in the public interest or for the protection
of investors to disqualify the Trustee  from acting as such under this Indenture
or such other indenture or indentures, or (ii)  the Company shall have sustained
the  burden  of  proving, on application to the Commission and after opportunity
for  hearing  thereon,  that  trusteeship  under  this  Indenture and such other
indenture  or  indentures  is  not  so  likely to involve a material conflict of
interest as to make it necessary in the public interest or for the protection of
investors  to disqualify the Trustee from acting as such under this Indenture or
such  other  indenture  or  indentures.

                                       36
<PAGE>

     Section  609.  Corporate  Trustee  Required;  Eligibility.
                    ------------------------------------------

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

     Section  610  Resignation  and  Removal;  Appointment  of  Successor.
                   ------------------------------------------------------

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

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

     (c)  The  Trustee may be removed at any time with respect to the Securities
          of  any series by Act of the Holders of a majority in principal amount
          of the Outstanding Securities of such series, delivered to the Trustee
          and  to  the  Company.  If the instrument of acceptance by a successor
          Trustee  required  by Section 611 shall not have been delivered to the
          Trustee within 30 days after the giving of such notice of removal, the
          Trustee being removed may petition, at the expense of the Company, any
          court  of  competent  jurisdiction  for the appointment of a successor
          Trustee  with  respect  to  the  Securities  of  such  series.

     (d)  If  at  any  time:

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

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

                                       37
<PAGE>

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

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

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

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

                                       38
<PAGE>

     Section 611.  Acceptance  of  Appointment  by  Successor.
                   ------------------------------------------

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

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

                                       39
<PAGE>

          those  series  to  which  the  appointment  of  such successor Trustee
          relates;  provided, however, that to the extent that such property and
          money  is  not  held  by  the  Trustee in trust for the benefit of the
          Holders of particular Securities, such retiring Trustee shall transfer
          and  deliver  to  such  successor Trustee such property and money upon
          payment  of  its  charges  hereunder.

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

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

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

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

     Section 613  Preferential  Collection  of  Claims  Against  Company.
                  ------------------------------------------------------

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

     Section 614  Investment  of  Certain  Payments  Held  by  the  Trustee.
                  ---------------------------------------------------------

     Any  amounts  held by the Trustee hereunder, other than pursuant to Article
Thirteen  hereof,  shall  be  invested  by  the Trustee from time to time at the
written  direction of the Company in such investments as may be specified by the
Company and reasonably agreed to by the Trustee from time to time; provided that
in  investing  trust funds pursuant to the terms of this Section and liquidating
any  investments  held  in  trust  hereunder,  the  Trustee  may,  to the extent
permitted  by  law,  purchase  securities  (including  for  the purposes of this
paragraph  securities as to which the Trustee or a Trustee Affiliate (as defined
below)  is  the issuer or guarantor) from, and sell securities to, itself or any
Trustee  Affiliate and purchase securities underwritten by, or in which a market
is  made  by,  the  Trustee  or a Trustee Affiliate.  For the purposes hereof, a

                                       40
<PAGE>

"Trustee  Affiliate"  shall  mean an entity that directly, or indirectly through
one  or  more  intermediaries, controls, or is controlled by, or is under common
control  with, the Trustee.  Any income or gain realized as a result of any such
investment  shall  be  promptly  distributed  (in  no  event later than the next
Business  Day)  to  the Company after any intended amounts have been paid to the
Holders entitled thereto, except after the occurrence and during the continuance
of  an Event of Default.  The Trustee shall have no liability to the Company for
any loss resulting from any investment made in accordance with this Section, and
shall  bear  no  expense  in  connection  with  any  investment pursuant to this
Section.  Any  such  investment may be sold (without regard to maturity date) by
the  Trustee  whenever  necessary  to  make  any  distribution  required by this
Indenture.  Nothing  herein shall require the Trustee to invest funds held by it
pursuant  to  the  last  paragraph  of  Section  1003.

     Section 615.  Appointment  of  Authenticating  Agent.
                   --------------------------------------

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

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

     An  Authenticating  Agent  may  resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the  agency  of an Authenticating Agent by giving written notice thereof to such
Authenticating  Agent  and  to  the

                                       41
<PAGE>

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

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

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

                                       42
<PAGE>

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

Dated:

                                        WILMINGTON  TRUST  COMPANY
                                        As  Trustee



                                        By
                                        -------------------------
                                        As  Authenticating  Agent



                                        By
                                        -------------------------
                                        Authorized  Signatory


                                 ARTICLE  SEVEN

            Holders'  Lists  and  Reports  by  Trustee  and  Company

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

     The  Company  will  furnish  or  cause  to  be furnished to the Trustee (a)
semi-annually,  not  later  than May 15 and November 15 in each year, a list, in
such  form  as the Trustee may reasonably require, of the names and addresses of
the  Holders  as of the preceding November 15 or May 15, as the case may be, and
(b)  at  such  other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list in similar form and
content  as  of  a  date  not  more  than 15 days prior to the time such list is
furnished;  excluding  from  any  such  list names and addresses received by the
Trustee  in  its  capacity  as  Security  Registrar.

     Section  702.  Preservation  of  Information;  Communications  to  Holders.
                    -----------------------------------------------------------

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

     (b)  The  rights  of  the  Holders  to  communicate with other Holders with
          respect  to their rights under this Indenture or under the Securities,
          and  the

                                       43
<PAGE>

          corresponding  rights  and  privileges  of  the  Trustee,  shall be as
          provided  by  the  Trust  Indenture  Act.

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

     Section  703.  Reports  by  Trustee.
                    --------------------

     (a)  The  Trustee  shall  transmit  to  Holders such reports concerning the
          Trustee  and  its  actions  under  this  Indenture  as may be required
          pursuant  to  the  Trust  Indenture Act at the times and in the manner
          provided  pursuant thereto. If required by Section 313(a) of the Trust
          Indenture  Act, the Trustee shall, within sixty days after each May 15
          following  the  date  of  the  first  issuance of Securities hereunder
          deliver  to  Holders  a  brief  report, dated as of such May 15, which
          complies  with  the  provisions  of  such  Section  313(a).

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

     Section  704.  Reports  by  Company.
                    --------------------

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

                                  ARTICLE  EIGHT

                                    Successors

     Section  801.  Merger,  Consolidation  or  Sale  of  Assets.
                    --------------------------------------------

     The  Company  may not consolidate or merge with or into any person (whether
or  not  the  Company  is  the surviving corporation),or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or  assets  unless:

     (a)  the  Company  is  the surviving corporation or the Person formed by or
          surviving any such consolidation or merger (if other than the Company)
          or

                                       44
<PAGE>

          to  which  such sale, assignment, transfer, lease, conveyance or other
          disposition  shall  have  been  made  is  a  corporation  organized or
          existing under the laws of the United States, any state thereof or the
          District  of  Columbia;

     (b)  the  corporation  formed  by  or  surviving  any such consolidation or
          merger  (if  other  than the Company) or the corporation to which such
          sale,  assignment,  transfer,  lease,  conveyance or other disposition
          will  have  been  made  assumes  all  the  Obligations of the Company,
          pursuant to a supplemental indenture in a form reasonably satisfactory
          to  the  Trustee,  under  the  Securities  and  the  Indenture;

     (c)  any  such  sale,  assignment,  transfer,  lease,  conveyance  or other
          disposition of all or substantially all of the Company's properties or
          assets  shall  be  as  an  entirety or virtually as an entirety to one
          corporation;

     (d)  immediately  after  such  transaction  no  Default or Event of Default
          exists;  and

     (e)  the Company or such corporation shall have delivered to the Trustee an
          Officers'  Certificate  and  an  Opinion of Counsel, each stating that
          such  transaction  and  the  supplemental  indenture  comply  with the
          Indenture  and that all conditions precedent in the Indenture relating
          to  such  transaction  have  been  satisfied.

     Section  802.  Successor  Substituted.
                    ----------------------

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company  in accordance with Section 801 hereof, the successor corporation formed
by  such  consolidation  or  into  or  with  which  the Company is merged or the
corporation to which such sale, assignment, transfer, lease, conveyance or other
disposition  is  made  shall succeed to, and be substituted for and may exercise
every  right and power of, the Company under this Indenture with the same effect
as  if  such  successor  person  has been named as the Company herein; provided,
however,  that  the  predecessor  Company  in  the  case  of a sale, assignment,
transfer,  lease, conveyance or other disposition shall not be released from the
obligation  to  pay  the  principal  of  and  interest  on  the  Securities.

                                 ARTICLE  NINE

                           Supplemental  Indentures

     Section  901.  Supplemental  Indentures  Without  Consent  of  Holders.
                    -------------------------------------------------------

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

                                       45
<PAGE>

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

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

     (3)  to  add  any  additional  Events of Default with respect to all or any
series  of  Securities;  or

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

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

     (6)  to  secure  the  Securities;  or

     (7) to establish the form or terms of Securities of any series as permitted
by Sections 201 and 301 and/or to add to the rights of the Holders of Securities
of  any  series,  as  provided  in  Article  Three;  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  611(b);  or

     (9)  if  allowed, without penalty under applicable laws and regulations, to
permit payment in the United States (including any of the States thereof and the
District  of Columbia), its territories, its possessions and other areas subject
to  its  jurisdiction  of  principal,  premium,  if any, or interest, if any, on
Securities  in  bearer  form  or  coupons,  if  any;  or

     (10)  to  cure any ambiguity, to correct or supplement any provision herein
which  may  be  defective  or inconsistent with any other provision herein or to
make  any  other  provisions  with respect to matters or questions arising under
this  Indenture,  provided  that such action pursuant to this clause (10), other
than  with  respect  to  a  defective  provision, shall not adversely affect the
interests  of  the  Holders  of  Securities  of  any  series;  or

                                       46
<PAGE>

     (11)  to  qualify this Indenture under the Trust Indenture Act or to comply
with  the  requirements of the Commission in order to maintain the qualification
of  the  Indenture  under  the  Trust  Indenture  Act;  or

     (12)  to  comply  with  Section  1414  hereof.

     Section  902.  Supplemental  Indentures  with  Consent  of  Holders.
                    ----------------------------------------------------

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

     (1)  change  the Stated Maturity of the principal of, or any installment of
principal  of  or  interest  on,  any  Security,  or reduce the principal amount
thereof  or  the  rate  of  interest  thereon  or  any  premium payable upon the
redemption  thereof,  or reduce the amount of the principal of an Original Issue
Discount  Security  that  would  be  due  and  payable  upon  a  declaration  of
acceleration  of  the  Maturity  thereof  pursuant to Section 502, or change any
Place  of  Payment  where, or the coin or currency in which, any Security or any
premium  or  interest  thereon is payable, or impair the right to institute suit
for  the enforcement of any such payment on or after the Stated Maturity thereof
(or,  in  the case of redemption, on or after the Redemption Date), or adversely
affect  any  right  of  the  Holder  of  any  Security to require the Company to
repurchase  such Security, or adversely affect the right to convert any Security
as contemplated by Article Fourteen or modify the provisions of Article Thirteen
or  the  definition  of  "Senior  Debt" in a manner adverse to the Holder of any
Security  in  any  material  respect,  or

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

     (3) modify any of the provisions of this Section 513 except to increase any
percentage  set  forth  in  such  Sections  or  to  provide  that  certain other
provisions of this Indenture cannot be modified or waived without the consent of
the  Holder  of  each  Outstanding Security affected thereby; provided, however,
that  this  clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this  Section  or  the  deletion  of  this  proviso,  in  accordance  with  the
requirements  of  Sections  611(b)  and  901(8).

     A  supplemental indenture which changes or eliminates any covenant or other
provision  of  this  Indenture  which has expressly been included solely for the
benefit  of  one  or more particular series of Securities, or which modifies the
rights  of  the  Holders  of  Securities  of

                                       47
<PAGE>

such  series  with  respect to such covenant or other provision, shall be deemed
not  to  affect  the rights under this Indenture of the Holders of Securities of
any  other  series.

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

     Section  903.  Execution  of  Supplemental  Indentures.
                    ---------------------------------------

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

     Section  904.  Effect  of  Supplemental  Indentures.
                    ------------------------------------

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

     Section  905.  Conformity  with  Trust  Indenture  Act.
                    ---------------------------------------

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

     Section  906.  Reference  in  Securities  to  Supplemental  Indentures.
                    -------------------------------------------------------

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

                                 ARTICLE  TEN

                                  Covenants

     Section  1001.  Payment  of  Securities.
                     -----------------------

     The  Company  shall  pay the principal of and interest on the Securities on
the  dates and in the manner provided in the Securities.  Principal and interest
shall  be  considered  paid  on the date due if the Paying Agent (other than the
Company or an Affiliate of the Company) holds

                                       48
<PAGE>

on  that  date money or, in the case of any Securities designated by their terms
as  Pay-in-Kind, additional Securities, designated for and sufficient to pay all
principal  and  interest  then  due and such Paying Agent is not prohibited from
paying  such  money  or  additional Securities, as applicable, to the Holders on
that  date  pursuant  to  the terms of this Indenture. To the extent lawful, the
Company  shall  pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any  applicable  grace  period)  at the rate borne by the Securities, compounded
semiannually.

     Section  1002.  Maintenance  of  Office  or  Agency.
                     -----------------------------------

     The  Company  will  maintain  in  each  Place  of Payment for any series of
Securities  an office or agency where Securities of that series may be presented
or  surrendered  for payment, where Securities of that series may be surrendered
for  registration  of  transfer  or exchange and where notices and demands to or
upon  the Company in respect of the Securities of that series and this Indenture
may  be served.  The Trustee is hereby initially appointed Paying Agent, and the
Corporate  Trust  Office of the Trustee is initially designated as the office or
agency  for the foregoing purposes.  The Company will give prompt written notice
to  the  Trustee of the location, and any change in the location, of such office
or  agency.  If at any time the Company shall fail to maintain any such required
office  or agency or shall fail to furnish the Trustee with the address thereof,
or  in  the  case that the Company files for protection under federal bankruptcy
laws  or  reorganization  proceedings  are  initiated  against the Company, such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office  of  the  Trustee,  and the Company hereby appoints the
Trustee  as its agent to receive all such presentations, surrenders, notices and
demands.

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

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

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

     Whenever the Company shall have one or more Paying Agents for any series of
Securities,  it  will,  on  or  before  each  due  date of the principal of (and
premium,  if  any)  or interest on any Securities of that series, deposit with a
Paying  Agent  a  sum  sufficient  to pay the principal (and premium, if any) or
interest  so  becoming  due,  such  sum  to  be held in trust for the benefit of

                                       49
<PAGE>

the  Persons  entitled  to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action  or  failure  so  to  act.

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

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

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

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

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

     Any  money  deposited  with the Trustee or any Paying Agent, or received by
the  Trustee  in  respect  of obligations deposited with the Trustee pursuant to
Article  Fifteen,  or  then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Security of any series and
remaining  unclaimed for two years after such principal (and premium, if any) or
interest  has  become  due  and  payable shall be paid to the Company on Company
Request (unless otherwise required by mandatory provisions of applicable escheat
or  abandoned  or unclaimed property law, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as  an  unsecured general creditor, look only to the Company for payment thereof
(unless  the  Company  has  remitted  required  moneys  or other property to the
appropriate  governmental authority under any applicable escheat or abandoned or
unclaimed  property  laws,  or  has otherwise been discharged under such laws or
laws  of  similar  applicability, in which case such Holder shall look solely to
its remedies (if any) under such laws and not to the Company), and all liability
of  the  Trustee  or such Paying Agent with respect to such trust money, and all
liability  of  the  Company as trustee thereof, shall thereupon cease; provided,
however,  that  the  Trustee or such Paying Agent, before being required to make
any  such  repayment,  shall at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each  Business Day and of general circulation in the City of New York, including
without  limitation  the  Wall  Street  Journal,  notice that such money remains
unclaimed  and  that,  after  a  date  specified  therein,

                                       50
<PAGE>

which  shall  not  be  less  than 30 days from the date of such publication, any
unclaimed  balance  of  such money then remaining will be repaid to the Company.

     Section  1004.  Commission  Reports.
                     -------------------

     Whether  or not required by the rules and regulations of the Commission, so
long  as  any  Securities  are  outstanding,  the  Company  will  file  with the
Commission  and  furnish  to  the  Trustee  and to the holders of Securities all
quarterly  and annual financial information required to be contained in a filing
with the Commission on Forms 10-Q and 10-K, including a "Management's Discussion
and  Analysis  of  Financial  Conditions  and  Results  of Operations" and, with
respect  to annual information only, a report thereon by the Company's certified
independent  accountants.  The  Trustee  will provide, at the Company's expense,
copies  of any such documents to any Holders that request such copies.  Delivery
of  such  documents  to  the  Trustee  is for information purposes only, and the
Trustee's  receipt  of  such  shall  not  constitute  constructive notice of any
information  contained  therein  or  determinable  from  information  contained
therein,  including the Company's compliance with any of its covenants hereunder
(as  to  which  the  Trustee  is  entitled  to  rely on Officers' Certificates).

     Section  1005.  Compliance  Certificate.
                    -----------------------

     The  Company  shall deliver to the Trustee, within 90 days after the end of
each  fiscal year of the Company, an Officers' Certificate stating that a review
of  the  activities  of  the  Company  and its subsidiaries during the preceding
fiscal  year  has been made under the supervision of the signing Officers with a
view  to  determining  whether  the  Company  has  kept, observed, performed and
fulfilled  its obligations under, and complied with the covenants and conditions
contained  in,  this  Indenture,  and  further  stating, as to each such Officer
signing  such  certificate,  that  to  the  best of such Officer's knowledge the
Company has kept, observed, performed and fulfilled each and every covenant, and
complied  with  the  covenants and conditions contained in this Indenture and is
not  in default in the performance or observance of any of the terms, provisions
and conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which such Officer may have
knowledge)  and  that  to  the  best  of  such  Officer's knowledge no event has
occurred  and remains in existence by reason of which payments on account of the
principal  or  of  interest,  if  any,  on  the  Securities  are  prohibited.

     One  of the Officers signing such Officers' Certificate shall be either the
Company's  principal executive officer, principal financial officer or principal
accounting  officer.

     The Company will, so long as any of the Securities are outstanding, deliver
to  the  Trustee,  forthwith  upon  becoming  aware  of:

     (a)  any  Default,  Event  of  Default or default in the performance of any
          covenant,  agreement  or  condition  contained  in  this Indenture; or

     (b)  any event of default under any other mortgage, indenture or instrument
          as  that  term  is  used  in  Section 501(7), an Officers' Certificate
          specifying  such  Default,  Event  of  Default  or  default.

                                       51
<PAGE>

     Section  1006.  Stay,  Extension  and  Usury  Law.
                     ---------------------------------

     The  Company  covenants  (to the extent that it may lawfully do so) that it
will  not  at  any time insist upon, plead, or in any manner whatsoever claim or
take  the  benefit  or  advantage  of, any stay, extension or usury law wherever
enacted,  now  or at any time hereafter in force, which may affect the covenants
or  the  performance  of  this  Indenture; and the Company (to the extent it may
lawfully  do  so)  hereby  expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, 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 has been
enacted.

     Section  1007.  Corporate  Existence.
                     --------------------

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

     Section  1008.  Taxes.
                     ------

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

     Section  1009.  Investment  Company  Act.
                     -------------------------

     As  long  as  any  Securities are outstanding, the Company will conduct its
business  and  operations so as not to become an "investment company" within the
meaning  of  the  Investment  Company  Act  of 1940, as amended (the "Investment
Company  Act"), and will take all steps required in order for it to continue not
to  be an "investment company" and not to be required to be registered under the
Investment  Company  Act, including, if necessary, redeployment of the assets of
the  Company.

                                 ARTICLE  ELEVEN

                          Redemption  of  Securities

     Section  1101.  Applicability  of  Article.
                     --------------------------

     Securities  of  any  series which are redeemable in whole or in part before
their  Stated  Maturity  shall  be redeemable in accordance with their terms and
(except  as otherwise

                                       52
<PAGE>

specified  as  contemplated  by  Section  301  for  Securities of any series) in
accordance  with  this  Article.

     Section 1102.  Election  to  Redeem:  Notice  to  Trustee.
                    ------------------------------------------

     In  case of any redemption at the election of the Company of the Securities
of  any series, the Company shall, at least 60 days prior to the Redemption Date
fixed  by  the  Company  (unless  a  shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities  to  be  redeemed.

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

     If  less  than  all the Securities of any series are to be redeemed (unless
all of the Securities of such series and of a specified tenor are to be redeemed
or  unless  such  redemption  affects  only  a  single Security), the particular
Securities  to  be redeemed shall be selected not less than 30 days and not more
than  60  days prior to the Redemption Date by the Trustee, from the Outstanding
Securities  of  such series not previously called for redemption, by such method
as  the  Trustee  shall  deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security of
such series, provided that the unredeemed portion of the principal amount of any
Security  shall  be  in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.  If less than all of the
Securities  of  such  series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not less than 30 days and not more than 60 days prior
to  the  Redemption Date by the Trustee, from the Outstanding Securities of such
series  and  specified  tenor not previously called for redemption in accordance
with  the  preceding  sentence.

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

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

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

     Section  1104.  Notice  of  Redemption.
                     ----------------------

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

                                       53
<PAGE>

     All  notices  of  redemption  shall  identify the Securities to be redeemed
(including  CUSIP  numbers)  and  shall  state:

     (1)  the  Redemption  Date,

     (2)  the  Redemption  Price,

     (3)  in  the  case  of  partial redemption of any Securities, the principal
amounts  of  the  particular  Securities  to  be  redeemed,

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

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

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

     (7)  that there exists a conversion privilege, if such is the case, and the
current  Conversion  Price  and  the  date  on  which  the right to convert such
securities  or  portions  thereof  will  expire,  if  applicable.

     Notice  of  redemption  of Securities to be redeemed at the election of the
Company  shall  be given by the Company or, at the Company's Request received by
the Trustee at least 45 days prior to the Redemption Date, by the Trustee in the
name  and  at  the  expense  of  the  Company  and  shall  be  irrevocable.

     Section  1105.  Deposit  of  Redemption  Price.
                     ------------------------------

     On  or  prior  to  10:00  a.m.  (New York time) on the Redemption Date, the
Company  shall  deposit  with  the  Trustee  or  with a Paying Agent (or, if the
Company  is  acting  as  its  own  Paying  Agent, segregate and hold in trust as
provided  in  Section  1003) an amount of money in the 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
Redemption  Price  of,  and  (except if the Redemption Date shall be an Interest
Payment  Date) accrued interest on, all the 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
Company  shall  default  in  the  payment  of  the  Redemption Price and accrued
interest)  such  Securities shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be  paid  by the Company at the Redemption Price, together with accrued interest
to  the  Redemption Date; provided, however, that, unless otherwise specified as
contemplated  by  Section 301, installments of interest whose Stated Maturity is
on  or  prior  to  the  Redemption  Date

                                       54
<PAGE>

shall  be  payable to the Holders of such Securities, or one or more Predecessor
Securities,  registered  as such at the close of business on the relevant Record
Dates  according  to  their  terms  and  the  provisions  of  Section  307.

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

     Section 1107.  Securities  Redeemed  in  Part.
                    ------------------------------

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



                                  ARTICLE TWELVE

                                  Sinking Funds

     Section 1201.  Applicability  of  Article.
                    --------------------------

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

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

     Section 1202.  Satisfaction  of  Sinking  Fund  Payments  with  Securities.
                    -----------------------------------------------------------

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

                                       55
<PAGE>

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

     Section 1203.  Redemption  of  Securities  for  Sinking  Fund.
                    ----------------------------------------------

     Not  less  than  45  days  prior  to each sinking fund payment date for any
series  of  Securities,  the  Company  will  deliver to the Trustee an Officers'
Certificate  specifying  the amount of the next ensuing sinking fund payment for
that  series  pursuant to the terms of that series, the portion thereof, if any,
which  is  to  be  satisfied by payment of cash and the portion thereof, if any,
which  is  to be satisfied by delivering and crediting Securities of that series
pursuant  to  Section  1202  and stating the basis for such credit and that such
Securities  have  not  been  previously so credited and will also deliver to the
Trustee  any  Securities  to be so delivered.  Not less than 30 days before each
such  sinking  fund  payment  date the Trustee shall select the Securities to be
redeemed  upon such sinking fund payment date in the manner specified in Section
1103  and  cause notice of the redemption thereof to be given in the name of and
at  the  expense  of  the  Company in the manner provided in Section 1104.  Such
notice  having  been duly given, the redemption of such Securities shall be made
upon  the  terms  and  in  the  manner  stated  in  Sections  1106  and  1107.

                               ARTICLE THIRTEEN

                      Subordination  of  Securities

     Section 1301.  Agreement  to  Subordinate.
                    ---------------------------

     The  Company,  for  itself  and  its  successors,  and  each Holder, by his
acceptance of Securities, agree that the payment of the principal of or interest
on  or  any  other  amounts  due  on  the Securities is subordinated in right of
payment, to the extent and in the manner stated in this Article Thirteen, to the
prior  payment  in  full of all existing and future Senior Debt.  The Securities
shall  rank pari passu among each other and shall rank senior to the Company's 4
1/2%  Convertible  Subordinated  Notes due 2002 and the Company's 5% Convertible
Subordinated  Notes  due  2004.

     Section 1302.  No  Payment  on  Securities  if  Senior  Debt  in  Default.
                    ----------------------------------------------------------

     Anything  in  this Indenture to the contrary notwithstanding, no payment on
account  of  principal  of or redemption of, interest on or other amounts due on
the Securities (including the making of a deposit pursuant to Section 1105), and
no  redemption,  purchase, or other acquisition of the Securities, shall be made
by  or  on behalf of the Company (i) unless full payment of amounts then due for
principal  and interest and of all other amounts then due on all Senior Debt has
been made or duly provided for pursuant to the terms of the instrument governing
such  Senior Debt, (ii) if, at the time of such payment, redemption, purchase or
other acquisition, or immediately after giving effect thereto, there shall exist
under  any  Senior  Debt,  or any agreement pursuant to which any Senior Debt is
issued, any default, which default shall not have been cured or waived and which
default  shall  have  resulted  in  the  full  amount  of such

                                       56
<PAGE>

Senior  Debt  being  declared  due  and payable or (iii) if, at the time of such
payment,  redemption,  purchase  or  other  acquisition,  the Trustee shall have
received  written  notice  from  the Representative of the holders of Designated
Senior  Debt  (a  "Payment  Blockage  Notice")  that  there  exists  under  such
Designated  Senior  Debt,  or  any  agreement  pursuant to which such Designated
Senior  Debt  is issued, any default, which default shall not have been cured or
waived, permitting the holders thereof to declare any amounts of such Designated
Senior  Debt  due  and  payable,  but only for the period (the "Payment Blockage
Period")  commencing  on  the date of receipt of the Payment Blockage Notice and
ending  (unless  earlier  terminated  by  notice  given  to  the  Trustee by the
Representative  of the holders of such Designated Senior Debt) on the earlier of
(a)  the  date on which such event of default shall have been cured or waived or
(b)  180  days  from the receipt of the Payment Blockage Notice. Notwithstanding
the  provisions  described  in the immediately preceding sentence (other than in
clauses  (i) and (ii)), unless the holders of such Designated Senior Debt or the
Representative  of  such  holders  shall  have  accelerated the maturity of such
Designated  Senior Debt, the Company may resume payments on the Securities after
the  end  of  such  Payment  Blockage Period. Not more than one Payment Blockage
Notice  may  be  given  in  any  consecutive 365-day period, irrespective of the
number  of  defaults  with  respect  to  Senior  Debt  during  such  period.

     In  the  event  that,  notwithstanding the provisions of this Section 1302,
payments  are  made  by  or  on  behalf  of  the Company in contravention of the
provisions of this Section 1302, such payments shall be held by the Trustee, any
Paying  Agent  or  the  holders, as applicable, in trust for the benefit of, and
shall  be  paid  over  to and delivered to, the Representative of the holders of
Senior  Debt  or  the  trustee  under the indenture or other agreement (if any),
pursuant  to  which  any  instruments  evidencing  any Senior Debt may have been
issued  for  application  to the payment of all Senior Debt ratably according to
the aggregate amounts remaining unpaid to the extent necessary to pay all Senior
Debt  in  full  in  accordance  with the terms of such Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

     The  Company shall give prompt written notice to the Trustee and any Paying
Agent  of  any  default  or  event of default under any Senior Debt or under any
agreement  pursuant  to  which  any  Senior  Debt  may  have  been  issued.

     Section 1303.  Distribution on Acceleration of Securities; Dissolution
                    and Reorganization; Subrogation  of  Securities.
                    -----------------------------------------------------

     (a)  If  the  Securities  are  declared  due  and  payable  because  of the
          occurrence  of  an  Event  of  Default,  the Company shall give prompt
          written  notice to the holders of all Senior Debt or to the trustee(s)
          for such Senior Debt of such acceleration. The Company may not pay the
          principal of or interest on or any other amounts due on the Securities
          until  five  Business  Days after such holders or trustee(s) of Senior
          Debt  receive  such  notice  and,  thereafter, the Company may pay the
          principal of or interest on or any other amounts due on the Securities
          only  if  the  provisions  of  this  Article  permit  such  payment.

     (b)  Upon  (i)  any  acceleration  of  the  principal  amount  due  on  the
          Securities  because  of  an  Event  of  Default  or (ii) any direct or
          indirect  distribution  of

                                       57
<PAGE>

          assets of the Company upon any dissolution, winding up, liquidation or
          reorganization  of  the  Company (whether in bankruptcy, insolvency or
          receivership  proceedings  or  upon  an  assignment for the benefit of
          creditors  or  any  other  dissolution,  winding  up,  liquidation  or
          reorganization  of  the  Company):

     (1)     the  holders  of all Senior Debt shall first be entitled to receive
payment  in  full  of  the principal thereof, the interest thereon and any other
amounts  due  thereon  before  the  holders  are  entitled to receive payment on
account  of  the  principal  of  or  interest on or any other amounts due on the
Securities;

     (2)  any  payment  or  distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of the
Company  as  reorganized or readjusted or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of  which  is  subordinate, at least to the extent provided in this Article with
respect  to  the  Securities,  to  the  payment  in  full  without diminution or
modification  by  such  plan  of  all  Senior Debt), to which the holders or the
Trustee  would  be  entitled  (other  than  in respect of amounts payable to the
Trustee  pursuant  to  Section  607)  except for the provisions of this Article,
shall  be paid by the liquidating trustee or agent or other person making such a
payment  or  distribution,  directly  to  the  holders  of Senior Debt (or their
representative(s)  or  trustee(s)  acting on their behalf), ratably according to
the  aggregate  amounts  remaining  unpaid  on  account  of  the principal of or
interest  on  and  other  amounts  due on the Senior Debt held or represented by
each,  to  the  extent  necessary  to  make  payment  in full of all Senior Debt
remaining  unpaid, after giving effect to any concurrent payment or distribution
to  the  holders  of  such  Senior  Debt;  and

     (3)  in  the  event  that,  notwithstanding  the  foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property  or  securities (other than securities of the Company as reorganized or
readjusted,  or  securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment the payment of which is subordinate,
at  least to the extent provided in this Article with respect to the Securities,
to the payment in full without diminution or modification by such plan of Senior
Debt),  shall  be  received  by  the  Trustee  (other than in respect of amounts
payable to the Trustee pursuant to Section 607) or the holders before all Senior
Debt  is  paid  in full, such payment or distribution shall be held in trust for
the benefit of, and be paid over to upon request by a holder of the Senior Debt,
the  holders  of  the Senior Debt remaining unpaid (or their representatives) or
trustee(s)  acting on their behalf, ratably as aforesaid, for application to the
payment  of  such Senior Debt until all such Senior Debt shall have been paid in
full,  after  giving  effect  to  any  concurrent payment or distribution to the
holders  of  such  Senior  Debt.

     Subject  to  the  payment  in full of all Senior Debt, the holders shall be
subrogated  to  the  rights of the holders of Senior Debt to receive payments or
distributions  of  cash, property or securities of the Company applicable to the
Senior  Debt until the principal of and interest on the Securities shall be paid
in full and, for purposes of such subrogation, no such payments or distributions
to  the  holders  of Senior Debt of cash, property or securities which otherwise
would  have  been  payable  or  distributable  to  holder  shall, as between the
Company,  its  creditors other than the holders of Senior Debt, and the holders,
be  deemed  to  be  a  payment  by  the  Company  to

                                       58
<PAGE>

or  on  account  of  the Senior Debt, it being understood that the provisions of
this  Article  are  and  are  intended  solely  for  the purpose of defining the
relative rights of the holders, on the one hand, and the holders of Senior Debt,
on  the  other  hand.

     Nothing  contained in this Article or elsewhere in this Indenture or in the
Securities  is  intended  to or shall (i) impair, as between the Company and its
creditors  other than the holders of Senior Debt, the obligation of the Company,
which  is absolute and unconditional, to pay to the holders the principal of and
interest  on the Securities as and when the same shall become due and payable in
accordance  with the terms of the Securities, (ii) affect the relative rights of
the  holders  and creditors of the Company other than holders of Senior Debt or,
as  between  the  Company and the Trustee, the obligations of the Company to the
Trustee,  or  (iii)  prevent  the  Trustee  or  the  holders from exercising all
remedies  otherwise  permitted  by  applicable  law  upon  default  under  this
Indenture,  subject  to the rights, if any, under this Article of the holders of
Senior  Debt in respect of cash, property and securities of the Company received
upon  the  exercise  of  any  such  remedy.

     Upon distribution of assets of the Company referred to in this Article, the
Trustee,  subject to the provisions of Section 601 hereof, and the holders shall
be  entitled  to  rely upon a certificate of the liquidating trustee or agent or
other  person  making  any distribution to the Trustee or to the holders for the
purpose  of  ascertaining  the  persons  entitled  to  participate  in  such
distribution,  the  holders  of  the  Senior  Debt and other indebtedness of the
Company,  the  amount  thereof or payable thereon, the amount or amounts paid or
distributed  thereon  and  all other facts pertinent thereto or to this Article.
The  Trustee,  however,  shall  not  be  deemed to owe any fiduciary duty to the
holders  of  Senior Debt. Nothing contained in this Article or elsewhere in this
Indenture, or in any of the Securities, shall prevent the good faith application
by  the  Trustee  of any moneys which were deposited with it hereunder, prior to
its  receipt  of  written notice of facts which would prohibit such application,
for  the purpose of the payment of or on account of the principal of or interest
on,  the  Securities unless, prior to the date on which such application is made
by  the  Trustee,  the Trustee shall be charged with actual notice under Section
1303(d) hereof of the facts which would prohibit the making of such application.

     (c)  The  provisions  of  this Article shall not be applicable to any cash,
          properties or securities received by the Trustee or by any holder when
          received  as a holder of Senior Debt and nothing in Section 613 hereof
          or  elsewhere  in  this  Indenture  shall  deprive the Trustee or such
          holder  of  any  of  its  rights  as  such  holder.

     (d)  The  Company  shall  give  prompt written notice to the Trustee of any
          fact  known  to  the  Company  which  would prohibit the making of any
          payment  of  money  to  or by the Trustee in respect of the Securities
          pursuant  to  the  provisions of this Article. The Trustee, subject to
          the provisions of Section 601 hereof, shall be entitled to assume that
          no such fact exists unless the Company or any holder of Senior Debt or
          any  trustee  therefor  has  given  notice  thereof  to  the  Trustee.
          Notwithstanding the provisions of this Article or any other provisions
          of  this Indenture, the Trustee shall not be charged with knowledge of
          the  existence  of  any  fact  which  would prohibit the making of any
          payment  of  moneys  to  or  by  the  Trustee  in

                                       59
<PAGE>

          respect  of the Securities pursuant to the provisions in this Article,
          unless,  and  until  three Business Days after, the Trustee shall have
          received  written  notice  thereof  from  the Company or any holder or
          holders of Senior Debt or from any trustee therefor; and, prior to the
          receipt  of  any  such  written  notice,  the  Trustee, subject to the
          provisions  of  Section  601 hereof, shall be entitled in all respects
          conclusively to assume that no such facts exist; provided that if on a
          date  not less than three Business Days immediately preceding the date
          upon  which,  by  the terms hereof, any such moneys may become payable
          for  any  purpose  (including, without limitation, the principal of or
          interest  on  any  Security), the Trustee shall not have received with
          respect  to  such  moneys  the  notice  provided  for  in this Section
          1303(d),  then  anything  herein  contained  to  the  contrary
          notwithstanding,  the  Trustee  shall have full power and authority to
          receive  such  moneys  and  to apply the same to the purpose for which
          they  were  received,  and  shall not be affected by any notice to the
          contrary  which  may  be  received  by it on or after such prior date.

     The Trustee shall be entitled to rely conclusively on the delivery to it of
a  written notice by a person representing himself to be a holder of Senior Debt
(or  a  trustee on behalf of such holder) to establish that such notice has been
given  by  a holder of Senior Debt (or a trustee on behalf of any such holder or
holders).  In  the  event that the Trustee determines in good faith that further
evidence  is  required  with  respect  to the right of any person as a holder of
Senior  Debt  to  participate  in  any  payment or distribution pursuant to this
Article,  the  Trustee  may  request  such  person  to  furnish  evidence to the
reasonable  satisfaction  of the Trustee as to the amount of Senior Debt held by
such  person, the extent to which such person is entitled to participate in such
payment  or  distribution  and  any  other facts pertinent to the rights of such
person  under  this Article, and, if such evidence is not furnished, the Trustee
may  defer  any  payment to such person pending judicial determination as to the
right  of  such person to receive such payment; nor shall the Trustee be charged
with  knowledge  or  the  curing  or  waiving  of  any  default of the character
specified  in  Section 1302 hereof or that any event or any condition preventing
any  payment in respect of the Securities shall have ceased to exist, unless and
until  the  Trustee  shall  have  received  written  notice  to  such  effect.

     (e)  The  provisions  of  this Section 1303 applicable to the Trustee shall
          (unless the context requires otherwise) also apply to any Paying Agent
          for  the  Company.

     Section 1304.  Reliance  by  Senior  Debt  on  Subordination  Provisions.
                    ---------------------------------------------------------

     Each  holder  of  any  Security  by his acceptance thereof acknowledges and
agrees  that the foregoing subordination provisions are, and are intended to be,
an  inducement  and  a consideration for each holder of any Senior Debt, whether
such  Senior  Debt  was  created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Debt, and such holder of Senior Debt shall be deemed conclusively to have relied
on  such  subordination  provisions  in  acquiring and continuing to hold, or in
continuing  to  hold, such Senior Debt.  Notice of any default in the payment of
any  Senior  Debt,  except  as  expressly  stated in this Article, and notice of
acceptance  of  the  provisions  hereof  are

                                       60
<PAGE>

hereby  expressly  waived.  Except  as  otherwise  expressly provided herein, no
waiver,  forbearance  or  release by any holder of Senior Debt under such Senior
Debt  or under this Article shall constitute a release of any of the obligations
or  liabilities  of  the  Trustee  or holders of the Securities provided in this
Article.

     Section 1305.  No  Waiver  of  Subordination  Provisions.
                    -----------------------------------------

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

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

     Section 1306.  Trustee's  Relation  to  Senior  Debt.
                    -------------------------------------

     The  Trustee in its individual capacity shall be entitled to all the rights
set  forth in this Article in respect of any Senior Debt at any time held by it,
to  the  same  extent  as  any holder of Senior Debt, and nothing in Section 613
hereof  or  elsewhere  in this Indenture shall deprive the Trustee of any of its
rights  as  such  holder.  Anything  in  this  Indenture  to  the  contrary
notwithstanding,  amounts  payable  to the Trustee from time to time pursuant to
Section  607  shall  be  treated for purposes of this Article as if such amounts
constituted  holdings  of  Senior  Debt  hereunder.

With respect to the holders of Senior Debt, the Trustee undertakes to perform or
to  observe  only such of its covenants and obligations, as are specifically set
forth  in  this Article, and no implied covenants or obligations with respect to
the  holders  of  Senior  Debt  shall  be  read  into this Indenture against the
Trustee.  The  Trustee shall not owe any fiduciary duty to the holders of Senior
Debt  but  shall have only such obligations to such holders as are expressly set
forth  in  this  Article.

Each  holder  of a Security by his acceptance thereof authorizes and directs the
Trustee  on his behalf to take such action as may be necessary or appropriate to
effectuate  the  subordination provided in this Article and appoints the Trustee
his  attorney-in-fact  for any and

                                       61
<PAGE>

all  such  purposes,  including,  in the event of any dissolution, winding up or
liquidation or reorganization under any applicable bankruptcy law of the Company
(whether  in  bankruptcy,  insolvency or receivership proceedings or otherwise),
the  timely filing of a claim for the unpaid balance of such holder's Securities
in  the  form  required  in such proceedings and the causing of such claim to be
approved.  If  the  Trustee  does  not file a claim or proof of debt in the form
required  in such proceedings prior to 30 days before the expiration of the time
to  file  such  claims  or  proofs, then any holder or holders of Senior Debt or
their representative or representatives shall have the right to demand, sue for,
collect,  receive  and  receipt for the payments and distributions in respect of
the  Securities  which  are  required  to be paid or delivered to the holders of
Senior  Debt  as  provided  in  this  Article  and  to file and prove all claims
therefor  and  to  take  all  such  other  action  in the name of the holders or
otherwise,  as  such  holders  of  Senior  Debt  or  representative  thereof may
determine  to  be necessary or appropriate for the enforcement of the provisions
of  this  Article.  Anything  in this Indenture to the contrary notwithstanding,
amounts  payable  to the Trustee from time to time pursuant to Section 607 shall
be  treated  for  purposes of this Article as if such amounts constituted Senior
Debt  hereunder.

     Section 1307.  Other  Provisions  Subject  Hereto.
                    ----------------------------------

     Except  as  expressly  stated  in  this  Article,  notwithstanding anything
contained  in  this  Indenture  to  the  contrary,  all  the  provisions of this
Indenture  and  the  Securities  are  subject to the provisions of this Article.
However,  nothing  in this Article shall apply to or adversely affect the claims
of,  or  payment  to,  the Trustee pursuant to Section 607.  Notwithstanding the
foregoing,  the failure to make a payment on account of principal of or interest
on  the Securities by reason of any provision of this Article Thirteen shall not
be  construed  as preventing the occurrence of an Event of Default under Section
501.

     Section  1308.  Limitation  on  Issuance  of  Other  Subordinated  Debt.
                     -------------------------------------------------------

     The  Company  shall not issue, assume, guarantee, incur or otherwise become
liable,  directly  or  indirectly, for any Indebtedness Subordinate or junior in
ranking  in  any  respect  to any Senior Debt unless such Indebtedness is Senior
Subordinated  Debt  or  is  expressly subordinated in right of payment to Senior
Subordinated  Debt.

                            ARTICLE  FOURTEEN

                       Conversion  of  Securities

     Section  1401.  Applicability  of  Article.
                    --------------------------

     If  pursuant  to  Section  301  provision  is  made  for  the conversion of
Securities  pursuant  to  this  Article  Fourteen,  then  the provisions of this
Article  Fourteen,  with such modifications thereto as may be specified pursuant
to  Section  301  with  respect  to  any  Securities, shall be applicable to the
Securities  of  such  series.

     Section  1402.  Conversion  Privilege  and  Conversion  Price.
                     ---------------------------------------------

     A  holder  of  a  Security may convert the principal amount thereof (or any
portion  thereof  that  is  an integral multiple of $1,000 or such other minimum
amount  as may be specified

                                       62
<PAGE>

for  such  Security) into fully paid and nonassessable shares of Common Stock of
the  Company  at  any time following the Issuance Date and prior to the close of
business  on  the  Business  Day  immediately preceding the maturity date of the
Security  at  the  Conversion Price then in effect, except that, with respect to
any Security called for redemption, such conversion right shall terminate at the
close  of business on the Business Day immediately preceding the redemption date
(unless  the  Company  shall  default  in  making the redemption payment when it
becomes due, in which case the conversion right shall terminate on the date such
default is cured), The number of shares of Common Stock issuable upon conversion
of  a  Security  is  determined by dividing the principal amount of the Security
converted  by  the  conversion  price  in  effect  on  the  Conversion Date (the
"Conversion  Price").

     The  initial  Conversion  Price  shall  be  set  forth  in  the  applicable
Securities  and  is  subject to adjustment as provided in this Article Fourteen.

     Provisions  of this Indenture that apply to conversion of all of a Security
also  apply  to  conversion  of  a  portion of it, A holder of Securities is not
entitled  to  any  rights  of  a  holder  of  Common  Stock until such holder of
Securities  has  converted  such  Securities  into Common Stock, and only to the
extent  that such Securities are deemed to have been converted into Common Stock
under  this  Article  Fourteen.

     Section  1403.  Conversion  Procedure.
                     ---------------------

     To  convert a Security, a holder must satisfy the requirements set forth in
the  Securities,  The  date  on  which  the  holder  satisfies  all  of  those
requirements  is  the  conversion  date  (the  "Conversion  Date").  As  soon as
practicable  after  the Conversion Date, the Company shall deliver to the holder
through  the  Conversion  Agent  a certificate for the number of whole shares of
Common  Stock  issuable upon the conversion and a check for any fractional share
determined  pursuant  to Section 1404,  The person in whose name the certificate
is registered shall become the stockholder of record on the Conversion Date and,
as  of such date, such person's rights as a Holder with respect to the converted
Security  shall cease; provided, however, that no surrender of a Security on any
date  when  the  stock  transfer  books  of the Company shall be closed shall be
effective  to  constitute  the  person  entitled to receive the shares of Common
Stock upon such conversion as the stockholder of record of such shares of Common
Stock  on  such  date,  but  such surrender shall be effective to constitute the
person  entitled  to  receive  such shares of Common Stock as the stockholder of
record  thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided further, however, that
such conversion shall be at the Conversion Price in effect on the date that such
Security  shall  have  been surrendered for conversion, as if the stock transfer
books  of  the  Company  had  not  been  closed.

     No  payment or adjustment will be made for accrued and unpaid interest on a
converted  Security  or for dividends or distributions on shares of Common Stock
issued  upon  conversion  of a Security, but if any holder surrenders a Security
for conversion after the close of business on the record date for the payment of
an  installment  of  interest  and  prior to the opening of business on the next
interest  payment  date,  then,  notwithstanding  such  conversion, the interest
payable  on  such  interest  payment  date  shall  be paid to the holder of such
Security  on  such  record  date.  In  such event, unless such Security has been
called  for  redemption  on  or  prior  to  such

                                       63
<PAGE>

interest  payment  date, such Security, when surrendered for conversion, must be
accompanied  by payment in funds acceptable to the Company of an amount equal to
the  interest payable on such interest payment date on the portion so converted.

     If a holder converts more than one Security at the same time, the number of
whole  shares of Common Stock issuable upon the conversion shall be based on the
total  principal  amount  of  Securities  converted.

     Upon  surrender  of a Security that is converted in part, the Trustee shall
authenticate  for  the  holder  a  new Security equal in principal amount to the
unconverted  portion  of  the  Security  surrendered,

     Section  1404.  Fractional  Shares.
                     ------------------

     The  Company  will  not  issue  fractional  shares  of  Common  Stock  upon
conversion  of  a  Security.  In lieu thereof, the Company will pay an amount in
cash  based  upon  the Daily Market Price of the Common Stock on the trading day
prior  to  the  date  of  conversion.

     Section  1405.  Taxes  on  Conversion.
                     ---------------------

     The issuance of certificates for shares of Common Stock upon the conversion
of  any  Security shall be made without charge to the converting Holder for such
certificates or for any tax in respect of the issuance of such certificates, and
such  certificates  shall be issued in the respective names of, or in such names
as  may  be  directed  by,  the  holder  or  holders  of the converted Security;
provided,  however,  that  in  the  event that certificates for shares of Common
Stock  are  to  be  issued  in  a  name other than the name of the holder of the
Security  converted,  such  Security,  when surrendered for conversion, shall be
accompanied  by an instrument of assignment or transfer, in form satisfactory to
the  Company,  duly  executed  by  the  registered  holder  thereof  or his duly
authorized  attorney;  and provided further, however, that the Company shall not
be  required  to  pay  any  tax  which may be payable in respect of any transfer
involved  in  the issuance and delivery of any such certificates in a name other
than  that of the holder of the converted Security, and the Company shall not be
required  to  issue  or  deliver such certificates unless or until the person or
persons  requesting  the  issuance  thereof  shall  have paid to the Company the
amount  of such tax or shall have established to the satisfaction of the Company
that  such  tax  has  been  paid  or  is  not  applicable.

     Section  1406.  Company  to  Provide  Stock.
                     ---------------------------

     The  Company  shall  at  all  times  reserve  and keep available, free from
preemptive  rights,  out of its authorized but unissued Common Stock, solely for
the  purpose  of  issuance  upon  conversion of Securities as herein provided, a
sufficient  number  of  shares  of  Common Stock to permit the conversion of all
outstanding  Securities  for  shares  of  Common  Stock.

All shares of Common Stock which may be issued upon conversion of the Securities
shall  be  duly authorized, validly issued, fully paid and nonassessable when so
issued.

                                       64
<PAGE>

     Section  1407.  Adjustment  of  Conversion  Price.
                     ---------------------------------

     The  Conversion  Price  shall be subject to adjustment from time to time as
follows:

     (a)  In case the Company shall (1) pay a dividend in shares of Common Stock
          to  holders  of  Common  Stock,  (2)  make a distribution in shares of
          Common Stock to holders of Common Stock, (3) subdivide its outstanding
          shares of Common Stock into a greater number of shares of Common Stock
          or  (4)  combine its outstanding shares of Common Stock into a smaller
          number  of  shares  of  Common  Stock,  the Conversion Price in effect
          immediately  prior to such action shall be adjusted so that the holder
          of  any  Security  thereafter  surrendered  for  conversion  shall  be
          entitled  to  receive  the  number  of shares of Common Stock which he
          would have owned immediately following such action had such Securities
          been converted immediately prior thereto. Any adjustment made pursuant
          to  this  subsection  (a) shall become effective immediately after the
          record date in the case of a dividend or distribution and shall become
          effective  immediately  after  the  effective  date  in  the case of a
          subdivision  or  combination.

     (b)  In  case  the  Company shall issue rights or warrants to substantially
          all holders of Common Stock entitling them (for a period commencing no
          earlier  than  the  record  date  for  the determination of holders of
          Common  Stock entitled to receive such rights or warrants and expiring
          not  more  than  45  days  after such record date) to subscribe for or
          purchase shares of Common Stock (or securities convertible into Common
          Stock)  at  a  price  per share less than the Current Market Price (as
          determined  pursuant  to  subsection (f) below) of the Common Stock on
          such  record  date, the Conversion Price shall be adjusted so that the
          same  shall  equal  the price determined by multiplying the Conversion
          Price in effect immediately prior to such record date by a fraction of
          which  the  numerator  shall  be  the number of shares of Common Stock
          outstanding  on  such record date, plus the number of shares of Common
          Stock  which  the  aggregate  offering  price of the offered shares of
          Common  Stock  (or  the  aggregate conversion price of the convertible
          securities  so  offered)  would purchase at such Current Market Price,
          and  of  which the denominator shall be the number of shares of Common
          Stock  outstanding  on  such record date plus the number of additional
          shares  of  Common  Stock  offered  (or  into  which  the  convertible
          securities  so offered are convertible). Such adjustments shall become
          effective  immediately  after  such  record  date.

     (c)  In  case  the  Company shall distribute to all holders of Common Stock
          shares  of any class of Capital Stock of the Company other than Common
          Stock,  evidences  of  indebtedness  or  other assets (other than cash
          dividends out of current or retained earnings), or shall distribute to
          substantially  all  holders  of  Common  Stock  rights  or warrants to
          subscribe  for  securities (other than those Securities referred to in
          subsection  (b)  above),  then  in

                                       65
<PAGE>

          each such case the Conversion Price shall be adjusted so that the same
          shall  equal  the price determined by multiplying the Conversion Price
          in  effect  immediately  prior  to  the date of such distribution by a
          fraction  of  which  the  numerator  shall be the Current Market Price
          (determined  as  provided in subsection (f) below) of the Common Stock
          on the record date mentioned below less the then fair market value (as
          determined  by  the  Board  of Directors, whose determination shall be
          conclusive evidence of such fair market value and described in a Board
          Resolution)  of  the  portion  of the assets so distributed or of such
          subscription  rights  or  warrants  applicable  to one share of Common
          Stock, and of which the denominator shall be such Current Market Price
          of  the  Common  Stock.  Such  adjustment  shall  become  effective
          immediately after the record date for the determination of the holders
          of Common Stock entitled to receive such distribution. Notwithstanding
          the  foregoing,  in case the Company shall issue rights or warrants to
          subscribe  for additional shares of the Company's capital stock (other
          than  those  referred  to  in  subsection  (b)  above)  ("Rights")  to
          substantially all holders of Common Stock, the Company may, in lieu of
          making  any  adjustment  pursuant  to  this  Section 1407, make proper
          provision so that each holder of a Security who converts such Security
          (or  any  portion thereof) after the record date for such distribution
          and  prior  to  the  expiration  or  redemption of the Rights shall be
          entitled to receive upon such conversion, in addition to the shares of
          Common  Stock issuable upon such conversion (the "Conversion Shares"),
          a number of Rights to be determined as follows: (i) if such conversion
          occurs  on or prior to the date for the distribution to the holders of
          Rights  of  separate  certificates  evidencing  such  Rights  (the
          "Distribution Date"), the same number of Rights to which a holder of a
          number  of  shares  of  Common Stock equal to the number of Conversion
          Shares  is  entitled at the time of such conversion in accordance with
          the  terms and provisions of and applicable to the Rights; and (ii) if
          such conversion occurs after the Distribution Date, the same number of
          Rights  to which a holder of the number of shares of Common Stock into
          which  the  principal  amount  of  the  Security  so  converted  was
          convertible immediately prior to the Distribution Date would have been
          entitled  on  the  Distribution  Date in accordance with the terms and
          provisions  of  and  applicable  to  the  Rights.

     (d)  In  case  the  Company  shall,  by  dividend or otherwise, at any time
          distribute  to  all  holders  of  its Common Stock cash (including any
          distributions  of  cash  out  of  current  or retained earnings of the
          Company  but  excluding  any  cash  that  is  distributed as part of a
          distribution  requiring  a  Conversion  Price  adjustment  pursuant to
          paragraph  (c)  of this Section) in an aggregate amount that, together
          with the sum of (x) the aggregate amount of any other distributions to
          all  holders  of  its  Common  Stock  made in cash plus (y) all Excess
          Payments,  in  each  case made within the 12 months preceding the date
          fixed  for  determining the stockholders entitled to such distribution
          (the "Distribution Record Date") and in respect of which no Conversion
          Price  adjustment  pursuant  to  paragraphs  (c)  or  (e)  of

                                       66
<PAGE>

          this  Section  or this paragraph (d) has been made, exceeds 15% of the
          product  of the Current Market Price per share (determined as provided
          in  paragraph  (f)  of  this  Section)  of  the  Common  Stock  on the
          Distribution  Record Date multiplied by the number of shares of Common
          Stock  outstanding  on  the Distribution Record Date (excluding shares
          held  in  the  treasury of the Company), the Conversion Price shall be
          reduced  so  that  the  same  shall  equal  the  price  determined  by
          multiplying  such  Conversion Price in effect immediately prior to the
          effectiveness  of  the Conversion Price reduction contemplated by this
          paragraph  (d)  by  a  fraction  of  which  the numerator shall be the
          Current  Market  Price  per share (determined as provided in paragraph
          (f)  of  this  Section) of the Common Stock on the Distribution Record
          Date  less  the amount of such cash and other consideration (including
          any  Excess Payments) so distributed applicable to one share of Common
          Stock  (equal  to  the  aggregate  amount  of  such  cash  and  other
          consideration (including any Excess Payments) divided by the number of
          shares  of  Common  Stock outstanding on the Distribution Record Date)
          and  the  denominator  shall  be  such  Current Market Price per share
          (determined  as  provided  in  paragraph  (f)  of this Section) of the
          Common Stock on the Distribution Record Date, such reduction to become
          effective  immediately  prior  to  the  opening of business on the day
          following  the  Distribution  Record  Date.

     (e)  In  case  a  tender  offer or other negotiated transaction made by the
          Company or any Subsidiary of the Company for all or any portion of the
          Common  Stock  shall  be  consummated, if an Excess Payment is made in
          respect  of  such tender offer or other negotiated transaction and the
          amount  of  such  Excess  Payment,  together  with  the sum of (x) the
          aggregate  amount of all Excess Payments plus (y) the aggregate amount
          of  all  distributions to all holders of the Common Stock made in cash
          (including  any  distributions  of  cash  out  of  current or retained
          earnings  of  the  Company),  in  each  case made within the 12 months
          preceding  the  date of payment of such current negotiated transaction
          consideration  or expiration of such current tender offer, as the case
          may  be  (the "Purchase Date"), and as to which no adjustment pursuant
          to  paragraph  (c)  or paragraph (d) of this Section or this paragraph
          (e)  has  been  made, exceeds 15% of the product of the Current Market
          Price  per  share  (determined  as  provided  in paragraph (f) of this
          Section)  of  the  Common Stock on the Purchase Date multiplied by the
          number  of  shares of Common Stock outstanding (including any tendered
          shares but excluding any shares held in the treasury of the Company or
          any  Subsidiary  of  the Company) on the Purchase Date, the Conversion
          Price  shall  be  reduced  so  that  the  same  shall  equal the price
          determined  by multiplying such Conversion Price in effect immediately
          prior  to  the  effectiveness  of  the  Conversion  Price  reduction
          contemplated  by  this  paragraph  (e)  by  a  fraction  of  which the
          numerator  shall  be the Current Market Price per share (determined as
          provided  in paragraph (f) of this Section) of the Common Stock on the
          Purchase  Date  less  the amount of such Excess Payments and such cash

                                       67
<PAGE>

          distributions,  if any, applicable to one share of Common Stock (equal
          to  the  aggregate  amount  of  such  Excess  Payments  and  such cash
          distributions  divided  by  the  number  of  shares  of  Common  Stock
          outstanding  on  the  Purchase Date) and the denominator shall be such
          Current  Market  Price  per share (determined as provided in paragraph
          (f)  of  this  Section) of the Common Stock on the Purchase Date, such
          reduction  to  become  effective  immediately  prior to the opening of
          business  on  the  day  following  the  Purchase  Date.

     (f)  The "Current Market Price" per share of Common Stock on any date shall
          be deemed to be the average of the Daily Market Prices for the shorter
          of  (i)  30  consecutive Business Days ending on the last full Trading
          Day  on  the  exchange or market referred to in determining such Daily
          Market  Prices  prior  to the time of determination or (ii) the period
          commencing  on  the date next succeeding the first public announcement
          of  the  issuance  of  such  rights  or  such  warrants  or such other
          distribution  or  such  negotiated  transaction through such last full
          trading  day on the exchange or market referred to in determining such
          Daily  Market  Prices  prior  to  the  time  of  determination.

     (g)  "Excess Payment" means the excess of (A) the aggregate of the cash and
          fair market value of other consideration paid by the Company or any of
          its Subsidiaries with respect to the shares acquired in a tender offer
          or other negotiated transaction over (B) the Daily Market Price on the
          Trading  Day immediately following the completion of such tender offer
          or  other  negotiated transaction multiplied by the number of acquired
          shares.

     (h)  In  any  case  in  which  this  Section  1407  shall  require  that an
          adjustment  be  made immediately following a record date for an event,
          the  Company  may  elect  to  defer,  until such event, issuing to the
          holder  of any Security converted after such record date the shares of
          Common Stock and other Capital Stock of the Company issuable upon such
          conversion over and above the shares of Common Stock and other Capital
          Stock  of  the Company issuable upon such conversion only on the basis
          of  the  Conversion  Price  prior  to  adjustment; and, in lieu of the
          shares  the  issuance of which is so deferred, the Company shall issue
          or  cause  its transfer agents to issue due bills or other appropriate
          evidence  of  the  right  to  receive  such  shares.

     Section  1408.  No  Adjustment.
                    --------------

     No  adjustment  in  the Conversion Price shall be required until cumulative
adjustments  amount  to  1%  or  more  of the Conversion Price as last adjusted;
provided, however, that any adjustments which by reason of this Section 1408 are
not  required  to be made shall be carried forward and taken into account in any
subsequent  adjustment.  All  calculations  under this Article Fourteen shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may  be. No adjustment need be made for rights to purchase Common Stock pursuant
to

                                       68
<PAGE>

a  Company plan for reinvestment of dividends or interest. No adjustment need be
made  for  a  change  in  the  par  value  or  no par value of the Common Stock.

     Section  1409.  Other  Adjustments.
                     ------------------

     (a)  In  the  event  that,  as  a  result of an adjustment made pursuant to
          Section  1407 above, the holder of any Security thereafter surrendered
          for  conversion shall become entitled to receive any shares of Capital
          Stock of the Company other than shares of its Common Stock, thereafter
          the  Conversion  Price  of  such  other  shares  so  receivable  upon
          conversion  of any Securities shall be subject to adjustment from time
          to  time  in a manner and on terms as nearly equivalent as practicable
          to  the  provisions  with  respect  to  Common Stock contained in this
          Article  Fourteen.

     (b)  In  the  event that shares of Common Stock are not delivered after the
          expiration  of  any  of  the rights or warrants referred to in Section
          1407(b)  and  Section  1407(c)  hereof,  the Conversion Price shall be
          readjusted  to the Conversion Price which would otherwise be in effect
          had  the  adjustment made upon the issuance of such rights or warrants
          been  made  on  the  basis of delivery of only the number of shares of
          Common  Stock  actually  delivered.

     Section  1410.  Adjustments  for  Tax  Purposes.
                     -------------------------------

     The  Company  may,  at  its  option, make such reductions in the Conversion
Price,  in addition to those required by Section 1407 above, as it determines to
be  advisable  in  order  that  any  stock  dividend,  subdivision  of  shares,
distribution  of  rights  to  purchase  stock  or  securities or distribution of
securities convertible into or exchangeable for stock made by the Company to its
stockholders  will  not  be  taxable  to  the  recipients  thereof.

     Section  1411.  Adjustments  by  the  Company.
                     -----------------------------

     The  Company  from time to time may, to the extent permitted by law, reduce
the  Conversion Price by any amount for any period of at least 20 days, in which
case  the  Company  shall  give  at  least  15 days' notice of such reduction in
accordance with Section 1412, if the Board of Directors has made a determination
that  such  reduction  would  be  in  the  best  interests of the Company, which
determination  shall  be  conclusive.

     Section  1412.  Notice  of  Adjustment.
                     ----------------------

     Whenever  the Conversion Price is adjusted, the Company shall promptly mail
to Holders at the addresses appearing on the Security Registrar's books a notice
of  the  adjustment  and  file with the Trustee an Officers' Certificate briefly
stating  the facts requiring the adjustment and the manner of computing it.  The
certificate  shall be conclusive evidence of the correctness of such adjustment.

                                       69
<PAGE>

     Section  1413.  Notice  of  Certain  Transactions.
                     ---------------------------------

     In  the  event  that:

     (1)  the  Company takes any action which would require an adjustment in the
Conversion  Price;

     (2)  the  Company  takes  any  action  that  would  require  a supplemental
indenture  pursuant  to  Section  1414;  or

     (3)  there  is  a  dissolution or liquidation of the Company; a holder of a
Security  may wish to convert such Security into shares of Common Stock prior to
the  record  date  for  or  the effective date of the transaction so that he may
receive  the  rights, warrants, securities or assets which a holder of shares of
Common  Stock  on  that  date  may receive, Therefore, the Company shall mail to
Noteholders at the addresses appearing on the Security Registrar's books and the
Trustee  a notice stating the proposed record or effective date, as the case may
be.  The  Company  shall  mail  the  notice  at  least 15 days before such date;
however,  failure to mail such notice or any defect therein shall not affect the
validity  of  any  transaction  referred  to  in  clause (1), (2) or (3) of this
Section  1413.

     Section  1414.  Effect of  Reclassifications,  Consolidations,  Mergers  or
                    Sales on  Conversion  Privilege.
                    ------------------------------------------------------------

     If  any  of  the following shall occur, namely: (i) any reclassification or
change  of  outstanding  shares  of  Common  Stock  issuable  upon conversion of
Securities (other than a change in par value, or from par value to no par value,
or  from  no  par  value  to  par  value,  or  as  a  result of a subdivision or
combination),  (ii)  any consolidation or merger to which the Company is a party
other than a merger in which the Company is the continuing corporation and which
does  not  result  in any reclassification of, or change (other than a change in
name,  or  par value, or from par value to no par value, or from no par value to
par value or as a result of a subdivision or combination) in, outstanding shares
of  Common  Stock or (iii) any sale or conveyance of all or substantially all of
the  property  or  business  of the Company as an entirety, then the Company, or
such  successor  or  purchasing  corporation,  as  the  case may be, shall, as a
condition  precedent  to  such  reclassification, change, consolidation, merger,
sale  or conveyance, execute and deliver to the Trustee a supplemental indenture
in  form  satisfactory to the Trustee providing that the holder of each Security
then outstanding shall have the right to convert such Security into the kind and
amount  of  shares  of  stock and other securities and property (including cash)
receivable  upon  such  reclassification, change, consolidation, merger, sale or
conveyance  by a holder of the number of shares of Common Stock deliverable upon
conversion  of such Security immediately prior to such reclassification, change,
consolidation,  merger,  sale  or  conveyance. Such supplemental indenture shall
provide  for  adjustments  of  the  Conversion  Price  which  shall be as nearly
equivalent  as  may  be  practicable  to the adjustments of the Conversion Price
provided  for in this Article Fourteen. The foregoing, however, shall not in any
way  affect  the  right  a  holder of a Security may otherwise have, pursuant to
clause  (ii)  of the last sentence of subsection (c) of Section 1407, to receive
Rights upon conversion of a Security. If, in the case of any such consolidation,
merger,  sale  or  conveyance,  the  stock  or  other  securities  and  property
(including  cash)  receivable  thereupon  by  a  holder of Common Stock includes
shares  of  stock  or  other

                                       70
<PAGE>

securities  and property of a corporation other than the successor or purchasing
corporation,  as  the  case  may  be,  in  such  consolidation,  merger, sale or
conveyance,  then  such  supplemental  indenture  shall also be executed by such
other  corporation  and  shall contain such additional provisions to protect the
interests  of  the  holders  of  the Securities as the Board of Directors of the
Company  shall  reasonably  consider  necessary  by reason of the foregoing. The
provision  of  this  Section  1414  shall  similarly  apply  to  successive
consolidations,  mergers,  sales  or  conveyances.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 1414, the Company shall promptly file with the Trustee an Officers'
Certificate  briefly  stating the reasons therefor, the kind or amount of shares
of stock or securities or property (including cash) receivable by holders of the
Securities  upon  the  conversion  of  their  Securities  after  any  such
reclassification,  change,  consolidation,  merger,  sale  or conveyance and any
adjustment  to  be  made  with  respect  thereto.

     Section  1415.  Trustee's  Disclaimer.
                    ---------------------

     The  Trustee has no duty to determine when an adjustment under this Article
Fourteen  should  be  made, how it should be made or what such adjustment should
be,  but  may  accept  as  conclusive  evidence  of  the correctness of any such
adjustment,  and  shall  be  protected in relying upon the Officers' Certificate
with  respect  thereto  which  the Company is obligated to file with the Trustee
pursuant  to  Section  1412,  The  Trustee  makes  no  representation  as to the
validity  or  value  of  any  securities  or  assets  issued  upon conversion of
Securities,  and  the Trustee shall not be responsible for the Company's failure
to  comply  with  any  provisions  of  this  Article  Fourteen.

     The  Trustee  shall  not  be  under  any  responsibility  to  determine the
correctness  of  any provisions contained in any supplemental indenture executed
pursuant  to  Section  14.14,  but  may  accept  as  conclusive  evidence of the
correctness  thereof,  and  shall  be  protected  in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee  pursuant  to  Section  14.14.

                             ARTICLE  FIFTEEN

                 Defeasance  and  Covenant  Defeasance

     Section  1501.  Applicability  of  Article;  Company's  Option  to  Effect
                    Defeasance or  Covenant  Defeasance.
                    ------------------------------------------------------------

     Unless,  pursuant  to Section 301, provision is made that either or both of
(a)  defeasance of the Securities of a series under Section 1502 or (b) covenant
defeasance  of  the Securities of a series under Section 1503 shall not apply to
the  Securities of a series, then the provisions of such Section or Sections, as
the  case  may  be,  together with the other provisions of this Article Fifteen,
with such modifications thereto as may be specified pursuant to Section 301 with
respect to any Securities, shall be applicable to the Securities of such series,
and the Company may at its option by Board Resolution, at any time, with respect
to  the  Securities  of  such  series,  elect  to  have  either Section 1502 (if
applicable)  or  Section  1503  (if  applicable)

                                       71
<PAGE>

applied  to  the  Outstanding Securities of such series upon compliance with the
conditions  set  forth  below  in  this  Article  Fifteen.

     Section  1502.  Defeasance  and  Discharge.
                     --------------------------

     Upon  the  Company's exercise of its option to have this Section applied to
any  series  of  Securities, the Company shall be deemed to have been discharged
from  its obligations with respect to the Outstanding Securities of such series,
and  the  provisions  of Article Thirteen hereof shall cease to be effective, on
and  after  the  date  the  conditions  precedent  set forth below are satisfied
(hereinafter,  "defeasance").  For  this purpose, such defeasance means that the
Company  shall  be  deemed  to  have paid and discharged the entire indebtedness
represented  by the Outstanding Securities of such series which shall thereafter
be  deemed  to  be  "Outstanding"  only for the purposes of the Sections of this
Indenture  referred  to  in  clauses  (A)  and  (B) of this Section, and to have
satisfied  all  its  other  obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company,  shall  execute  proper instruments acknowledging the same), except for
the  following  which  shall  survive  until  otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive,  solely from the trust fund described in Section 1504 as more fully set
forth  in  such  Section, payments of the principal of (and premium, if any) and
interest  on  such  Securities  when  such  payments  are due, (B) the Company's
obligations  with  respect  to such Securities under Sections 305, 306, 1002 and
1003 and such obligations as shall be ancillary thereto, (C) the rights, powers,
trusts,  duties,  immunities  and  other  provisions  in  respect of the Trustee
hereunder  and  the  obligations  of the Company in connection therewith and (D)
this  Article  Fifteen.  Subject  to  compliance  with this Article Fifteen, the
Company  may  exercise  its  option  under this Section 1502 notwithstanding the
prior  exercise  of its option under Section 1503 with respect to the Securities
of  such  series.  Following a defeasance, payment of such Securities may not be
accelerated  because  of  an  Event  of  Default.

     Section  1503.  Covenant  Defeasance.
                     --------------------

     Upon  the  Company's  exercise  of its option (if any) to have this Section
applied  to  any  series  of  Securities, the Company shall be released from its
obligations  under  Section  801  (and  any  covenant  made  applicable  to such
Securities  pursuant  to  Section  301), the occurrence of an event specified in
Section 501(4) (with respect to Section 801 or any such covenant) (and any other
Event  of  Default applicable to such Securities that are determined pursuant to
Section  301 to be subject to this provision) shall not be deemed to be an Event
of  Default  with  respect  to the Outstanding Securities of such series and the
provisions  of  Article Thirteen hereof shall cease to be effective on and after
the  date  the  conditions set forth below are satisfied (hereinafter, "covenant
defeasance"),  and  such  Securities  shall  thereafter  be  deemed  not  to  be
"Outstanding"  for the purposes of any direction, waiver, consent or declaration
or  Act  of  Holders  (and  the  consequences of any thereof) in connection with
Section 801 (and any other covenant made applicable to such Security pursuant to
Section  301  and  any  such Events of Default), but shall continue to be deemed
"Outstanding" for all other purposes hereunder.  For this purpose, such covenant
defeasance  means  that,  with  respect  to  the  Outstanding Securities of such
series,  the  Company  may  omit  to  comply with and shall have no liability in
respect  of  any  term, condition or limitation set forth in any such Section or
such  other  covenant  whether directly or indirectly by reason of any reference
elsewhere  herein to any such Section or such other covenant or by

                                       72
<PAGE>

reason  of any reference in any such Section or such other covenant to any other
provision  herein  or in any other document, but the remainder of this Indenture
and  such Securities shall be unaffected thereby. Notwithstanding the defeasance
by  the  Company  of  its  obligations under Section 801, any successor shall be
required to assume the Company's obligations under Section 607 as a condition to
such  succession.

     Section  1504.  Conditions  to  Defeasance  or  Covenant  Defeasance.
                     ----------------------------------------------------

     The  following  shall  be the conditions precedent to application of either
Section  1502  or  Section  1503 to the Outstanding Securities of or within such
series:

     (1)  The Company shall irrevocably have deposited or caused to be deposited
with  the Trustee (or another trustee satisfying the requirements of Section 609
who shall agree to comply with the provisions of this Article Fifteen 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,  (A)  money  in an amount (in such currency,
currencies  or  currency  units  in  which such Securities are then specified as
payable  at  Maturity),  or  (B)  U.S.  Government Obligations which through the
scheduled  payment  of  principal  and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment,  money  in  an  amount,  or  (C)  a  combination  thereof in an amount,
sufficient, without reinvestment, 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, (i) the
principal of (and premium, if any) and interest on the Outstanding Securities of
such  series on the Maturity of such principal, premium, if any, or interest and
(ii)  any  mandatory  sinking fund payments applicable to such Securities on the
day  on  which such payments are due and payable in accordance with the terms of
this  Indenture  and such Securities. Before such a deposit the Company may make
arrangements  satisfactory  to the Trustee for the redemption of Securities at a
future  date  or  dates  in accordance with Article Eleven, which shall be given
effect  in  applying  the  foregoing.  For  this  purpose,  "U.S.  Government
Obligations"  means  securities  that  are  (x) direct obligations of the United
States  of America for the payment of which its full faith and credit is pledged
or  (y)  obligations  of  a  Person controlled or supervised by and acting as an
agency  or  instrumentality of the United States of America the payment of which
is  unconditionally  guaranteed  as  a  full  faith and credit obligation by the
United  States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depositary receipt
issued  by  a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as  amended) as custodian with respect to any such U.S. Government Obligation or
a  specific  payment  of  principal  of  or interest on any such U.S. Government
Obligation  held  by  such  custodian  for  the  account  of  the holder of such
depositary  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  depositary receipt from any amount received by the custodian in respect of
the  U.S.  Government  Obligation  or  the  specific  payment of principal of or
interest on the U.S. Government Obligation evidenced by such depositary receipt.

     (2) No Event of Default or event which with notice or lapse of time or both
would  become  an Event of Default with respect to the Securities of such series
shall  have

                                       73
<PAGE>

occurred  and  be  continuing  (A) on the date of such deposit or (B) insofar as
subsections  501(5)  and (6) are concerned, at any time during the period ending
on  the 91st day after the date of such deposit or, if longer, ending on the day
following  the  expiration  of  the  longest preference period applicable to the
Company  in  respect  of  such  deposit (it being understood that this condition
shall  not  be  deemed  satisfied  until  the  expiration  of  such  period).

     (3)  Such defeasance or covenant defeasance shall not (A) cause the Trustee
for  the  Securities of such series to have a conflicting interest as defined in
Section  608  or  for  purposes  of  the Trust Indenture Act with respect to any
Securities  of  the Company or (B) result in the trust arising from such deposit
to  constitute,  unless it is qualified as, a regulated investment company under
the  Investment  Company  Act  of  1940,  as  amended.

     (4)  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 Company is a party or by which it
is  bound.

     (5)  In  the case of an election under Section 1502, the Company shall have
delivered  to the Trustee an Opinion of Counsel stating that (x) the Company has
received  from,  or  there has been published by, the Internal Revenue Service a
ruling,  or  (y) since the date of this Indenture there has been a change in the
applicable  federal income tax law, in either case to the effect that, and based
thereon  such  opinion  shall  confirm  that,  the  Holders  of  the Outstanding
Securities  of  such  series 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.

     (6)  In  the case of an election under Section 1503, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the  Outstanding  Securities  of  such series 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.

     (7)  Such defeasance or covenant defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on the
Company  in  connection  therewith  pursuant  to  Section  301.

     (8)  The  Company  shall  have  delivered  to  the  Trustee  an  Officers'
Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all conditions
precedent  provided  for relating to either the defeasance under Section 1502 or
the  covenant  defeasance  under  Section  1503  (as  the case may be) have been
complied  with.

     Section  1505.  Deposited  Money  and  U.S.  Government  Obligations to  be
                    Held  in  Trust;  Other  Miscellaneous  Provisions.
                    ---------------------------------------------------

     Subject  to the provisions of the last paragraph of Section 1003, all money
and  U.S. Government Obligations (including the proceeds thereof) deposited with
the  Trustee  or  other  qualifying  trustee (collectively, for purposes of this
Section  1505,  the  "Trustee")  pursuant

                                       74
<PAGE>

to Section 1504 in respect of the Outstanding Securities of such series shall be
held  in  trust and applied by the Trustee, in accordance with the provisions of
such  Securities  and this Indenture, to the payment, either directly or through
any  Paying Agent (but not including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due
and  to  become  due  thereon  in respect of principal (and premium, if any) and
interest,  but  such money need not be segregated from other funds except to the
extent  required  by  law.  Money  so  held in trust shall not be subject to the
provisions  of  Article  Thirteen.

     The  Company  shall  pay  and indemnify the Trustee against any tax, fee or
other  charge  imposed  on  or  assessed  against  the  money or U.S. Government
Obligations  deposited  pursuant  to  Section 1504 or the principal and interest
received  in  respect  thereof.

     Anything  herein to the contrary notwithstanding, the Trustee shall deliver
or  pay  to the Company from time to time upon Company Request any money or U.S.
Government  Obligations  held  by  it  as  provided in Section 1504 which in the
opinion  of  a  nationally  recognized  firm  of  independent public accountants
expressed  in  a  written certification thereof delivered to the Trustee, are in
excess  of  the  amount  thereof which would then be required to be deposited to
effect  an  equivalent  defeasance  or  covenant  defeasance.

     Section  1506.  Reinstatement.
                     -------------

     If  the  Trustee  or  the  Paying  Agent  is  unable  to apply any money in
accordance  with Section 1505 by reason of any order or judgment or any court or
governmental  authority  enjoining,  restraining  or  otherwise prohibiting such
application,  then the Company's obligations under the Securities of such series
shall  be  revived  and reinstated as though no deposit had occurred pursuant to
this Article Fifteen until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 1505; provided, however, that
if  the  Company  makes  any  payment  of  principal of (and premium, if any) or
interest  on  any  such Security following the reinstatement of its obligations,
the  Company shall be subrogated to the rights of the Holders of such Securities
to  receive such payment from the money held by the Trustee or the Paying Agent.

     Section  1507.  Qualifying  Trustee.
                     -------------------

     Any  trustee  appointed pursuant to Section 1504 for the purpose of holding
trust  funds  deposited  pursuant  to  that Section shall be appointed under any
agreement  in  form acceptable to the Trustee and shall provide to the Trustee a
certificate  of  such  trustee,  upon  which  certificate  the  Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein
to the related defeasance or covenant defeasance have been complied with.  In no
event  shall  the  Trustee  be liable for any acts or omissions of said trustee.

                                       75
<PAGE>

                            ARTICLE  SIXTEEN

Immunity  of  Incorporators,  Stockholders,  Officers,  Directors  and Employees

     Section  1601.  Exemption  from  Individual  Liability.
                     --------------------------------------

     No  recourse  under  or  upon any obligation, covenant or agreement of this
Indenture,  or  of  any Security, or for any claim based thereon or otherwise in
respect  thereof,  shall  be had against any incorporator, stockholder, officer,
director,  or  employee,  as such, past, present or future, of the Company or of
any  successor  corporation,  either directly or through the Company, 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
of the Company, and that no such personal liability whatever shall attach to, or
is  or  shall  be  incurred  by,  the  incorporators,  stockholders,  officers,
directors,  or  employees,  as  such,  of  the  Company  or  of  any  successor
corporation,  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 of the Securities or implied therefrom;
and  that any and all such personal liability, 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, stockholder, officer, director, or employee,
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 of the Securities 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  issue  of  such  Securities.

                                      *****

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

                                       76
<PAGE>

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

                                   TALK  AMERICA  HOLDINGS,  INC.
                                   By:  /s/  Aloysius  T.  Lawn  IV
                                        ---------------------------
                                   Name:  Aloysius  T.  Lawn  IV
                                   Title: Executive  Vice  President-
                                          General  Counsel  and  Secretary

                                   WILMINGTON  TRUST  COMPANY
                                   By:  /s/  James  J.  McGinley
                                        ------------------------
                                   Name:  James  J.  McGinley
                                   Title:  Authorized  Signer

                                       77
<PAGE>

STATE  OF  NEW  YORK     )
)
COUNTY  OF  NEW  YORK     )

     On  April  4,  2002, before me, Maryanne Tyrrell, Notary Public, personally
appeared  James  J. McGinley, personally known to me to be the person whose name
is  subscribed  to  the  within  instrument  and  acknowledged to me that he/she
executed  the  same in his/her authorized capacity and that by his/her signature
on  the  instrument  the  person,  or the entity upon behalf of which the person
acted,  executed  the  instrument.

WITNESS  my  hand  and  official  seal.


     /s/  Maryanne  Tyrrell

     Notary  Public


STATE  OF  PENNSYLVANIA     )
)
COUNTY  OF  BUCKS     )

     On  the  4th day of April, 2002, before me personally came Aloysius T. Lawn
IV,  to me known, who, being by me duly sworn, did depose and say that he is the
Executive Vice President-General Counsel and Secretary of Talk America Holdings,
Inc.,  one  of  the  companies  described  in  and  which executed the foregoing
instrument;  that  it  was  so affixed by authority of the Board of Directors of
said  corporation,  and that he signed his name thereto by like authority of the
Board  of  Directors  of  said  corporation.

     /s/  Amy  McCusker

     Notary  Public

                                       78
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------
Form  of  Face  of  Security.
----------------------------
     [insert  any  legend  required  by  the  Internal  Revenue  Code  and  the
regulations  thereunder.]

     [if  the  Security  is  a  Book-Entry  Security,  insert  --  UNLESS  THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY,  A  NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN  THE  NAME  OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED  BY  AN  AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.,  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN AUTHORIZED
REPRESENTATIVE  OF  DTC)  ANY  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY  OR  TO  ANY  PERSON  IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF,  CEDE  &  CO.,  HAS  AN  INTEREST  HEREIN.

     TRANSFERS  OF  THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT  NOT  IN  PART,  TO  NOMINEES  OF  DTC  OR  TO  A  SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S  NOMINEE  AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED  TO  TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE  REFERRED  TO  ON  THE  REVERSE  HEREOF.]

                           TALK AMERICA HOLDINGS, INC.
                           ---------------------------
No.                                                                   $
                                                             CUSIP  No._________

Talk America Holdings, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person  under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or its registered assigns, the principal sum of [
]Dollars  on [ ] [if the Security is to bear interest prior to Maturity, insert,
and  to  pay  interest  thereon  from  the Issuance Date [or, if the Security is
designated  as  Pay-in-Kind,  insert  -- from the Interest Payment Date on which
such  Security is issued] or from the most recent Interest Payment Date to which
interest  has  been  paid  or duly provided for, semi-annually on [ ] and [ ] in
each  year,  commencing  [ ], at the rate of [ ]% per annum, until the principal
hereof  is  paid or made available for payment [if applicable, insert -- and (to
the  extent  that  the payment of such interest shall be legally enforceable) at
the  rate of % per annum on any overdue principal and premium and on any overdue
installment  of  interest].  [if  the  Security  is  designated  as Pay-in-Kind,
insert--  provided, however, that through and including [ ], 200[ ], the Company
may,  at its option and in its sole discretion, in lieu of the payment of [ ] of
the  interest  due  on  the

                                       A1
<PAGE>

Securities  on  any  interest  payment  date  through the issuance of additional
Securities  in  the  aggregate principal amount equal to such amount of interest
that  would otherwise be payable with respect to the Securities in cash. After [
], 200[ ], the Company shall pay interest on the Securities in cash. The Company
shall  notify  the  Trustee (as defined below) in writing of its election to pay
interest  on  the  Securities  through the issuance of additional Securities not
less  than  [ ] nor more than [ ] days prior to the record date for the interest
payment  date  on  which  additional  Securities  will  be  issued.  Additional
Securities  shall be governed by, and entitled to the benefits of, the Indenture
(as  defined below) and shall be subject to the terms of the Indenture and shall
be  subject  to the same terms (including the rate of interest from time to time
payable  thereon) as the Securities (except, as the case may be, with respect to
the issuance date and aggregate principal amount).] The interest so payable, and
punctually  paid  or  duly  provided  for, on any Interest Payment Date will, as
provided  in  such  Indenture, be paid to the Person in whose name this Security
(or  one  or more Predecessor Securities) is registered at the close of business
on  the  Regular  Record  Date  for such interest, which shall be the [ ] or [ ]
(whether  or  not  a  Business  Day),  as  the  case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor  Securities)  is  registered  at  the close of business on a Special
Record  Date  for  the  payment  of  such  Defaulted Interest to be fixed by the
Trustee,  notice  whereof shall be given to Holders of Securities of this series
not  less than 10 days prior to such Special Record Date, or be paid at any time
in  any  other  lawful  manner  not  inconsistent  with  the requirements of any
securities  exchange  on  which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in  said  Indenture].

     [If  the  Security is not to bear interest prior to Maturity, insert -- The
principal  of  this  Security  shall  not  bear interest except in the case of a
default  in payment of principal upon acceleration, upon redemption or at Stated
Maturity  and  in  such  case  the overdue principal of this Security shall bear
interest  at  the rate of [ ]% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default  in  payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. [Any
such  interest on any overdue principal that is not so paid on demand shall bear
interest  at  the rate of [ ]% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand  for  payment  to the date payment of such interest has been made or duly
provided  for,  and  such  interest  shall  also  be  payable  on  demand.]]

     Payment  of  the  principal  of  (and  premium, if any) and [if applicable,
insert  --  any  such]  interest  on this Security will be made at the office or
agency  of the Company maintained for that purpose in [ ], [if applicable in the
case  of  Pay-in-Kind  Securities,  insert  --  with  respect  to  cash interest
payments,]  in such coin or currency of [the United States of America] as at the
time  of  payment  is  legal  tender for payment of public and private debts [if
applicable,  insert  --;  provided,  however,  that at the option of the Company
payment of [if applicable, insert--cash] interest may be made by check mailed to
the  address  of the Person entitled thereto as such address shall appear in the
Security  Register  or  by  wire transfer to an account maintained by the Person
entitled  thereto  as  specified  in  the  Security Register, provided that such
Person  shall  have

                                       A2
<PAGE>

given the Trustee written wire instructions at least five Business Days prior to
the  applicable  Interest  Payment  Date.]

     [If  the  Security  is  payable  in  a  foreign  currency,  insert  --  the
appropriate  provision.]

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

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

     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  under  its  corporate  seal.

                                   TALK  AMERICA  HOLDINGS,  INC.

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

Attest:

----------------------
Title:


Form  of  Reverse  of  Security.
-------------------------------

     This  Security  is  one  of  a  duly  authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under  an  Indenture,  dated  as  of  April  2,  2002 (herein called the
"Indenture"),  between  the  Company  and  [              ],  as Trustee (herein
called  the  "Trustee",  which  term  includes  any  successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is  hereby made for a statement of the respective rights, limitations of rights,
duties  and  immunities  thereunder  of the Company, the Trustee, the holders of
Senior  Debt  and  the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of  the  series  designated  on the face hereof [,limited in aggregate principal
amount  to  $].

     [If  applicable,  insert  --  The  Securities of this series are subject to
redemption  upon not less than 30 nor more than 60 days' notice by mail, such 30
or  60  days,  as the case may be, to be counted from the date notice is mailed,
[if  applicable,  insert  -- (1) on [ ] in any year commencing with the year [ ]
and  ending  with  the  year  [ ] through operation of the sinking fund for this
series  at a Redemption Price equal to 100% of the principal amount, and (2)] at
any  time  [on or after [ ], 19 ], as a whole or in part, at the election of the
Company,  [at  Redemption  Prices  determined  as  follows:]  [at  the following
Redemption  Prices

                                       A3
<PAGE>

(expressed  as percentages of the principal amount): If redeemed [on or before [
]%,  and  if  redeemed]  during  the  12-month  period beginning [ ]of the years
indicated,

             Redemption                      Redemption
  Year         Price              Year          Price
  ----         -----              ----          -----


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

     [If  applicable  insert  --  The  Securities  of this series are subject to
redemption  upon not less than 30 nor more than 60 days' notice by mail, such 30
or  60  days,  as the case may be, to be counted from the date notice is mailed,
(1)  on  [  ]  in  any  year commencing with the year and ending with the year [
]through  operation of the sinking fund for this series at the Redemption Prices
for  redemption  through operation of the sinking fund (expressed as percentages
of  the  principal amount) set forth in the table below, and (2) at any time [on
or  after],  as  a  whole  or  in  part,  at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund  (expressed  as percentages of the principal amount) set forth in the table
below:  If redeemed during the 12-month period beginning of the years indicated,

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


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

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

     [The  sinking  fund  for  this series provides for the redemption on [ ] in
each  year beginning with the year [ ] and ending with the year [ ] of [not less
than  $

                                       A4
<PAGE>

("mandatory  sinking  fund")  and not more than] $ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [mandatory] sinking fund payments may be credited
against  subsequent  [mandatory]  sinking fund payments otherwise required to be
made  [in  the  inverse  order  in  which  they  become  due].]

     [If  the  Securities  do  not  have  a  sinking  fund,  then  insert -- the
Securities  do  not  have  the  benefit  of  any  sinking  fund  obligations.]

     The  indebtedness  evidenced by this Security is, to the extent provided in
the  Indenture, subordinate and subject in right of payment to the prior payment
in  full  of  all  Senior  Debt,  and  this  Security  is  issued subject to the
provisions  of the Indenture with respect thereto. Each Holder of this Security,
by  accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes  and  directs the Trustee on his behalf to take such action as may be
necessary  or  appropriate  to  effect  the  subordination  so  provided and (c)
appoints  the  Trustee  his  attorney-in-fact  for  any  and  all such purposes.

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

     [If  the Security is not subject to redemption, insert -- The Securities of
this  series  are  not  redeemable  prior  to  Stated  Maturity.]

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

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

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

     [If  the  Security  is  an  Indexed  Security,  insert  --  the appropriate
provision.]

                                       A5
<PAGE>

     [If  the  Security is convertible, insert -- Subject to and upon compliance
with  the  provisions of the Indenture, the Holder of this Security is entitled,
at  its option, at any time on or after the opening of business on [ ], 2002 and
on or before the close of business on [ ], or in case this Security or a portion
hereof  is  called  for  redemption,  then  in  respect of this Security or such
portion  hereof  until and including, but (unless the Company defaults in making
the  payment  due  upon  redemption)  not  after,  the  close of business on the
Redemption  Date,  to  convert  this  Security  (or any portion of the principal
amount  hereof which is $ [ ] or an integral multiple thereof), at the principal
amount  hereof,  or  of  such  portion, into fully paid and nonassessable shares
(calculated  as  to  each conversion to the nearest 1/100 of a share) of [Common
Stock]  [Preferred  Stock]  of  the  Company at a conversion price equal to $[ ]
aggregate  principal  amount  of  Securities  for  each  share of [Common Stock]
[Preferred  Stock] (or at the current adjusted conversion price if an adjustment
has  been made as provided in the Indenture) by surrender of this Security, duly
endorsed or assigned to the Company or in blank, to the Company at its office or
agency  in  [  ],  accompanied  by written notice to the Company that the Holder
hereof  elects  to  convert  this Security, of if less than the entire principal
amount  hereof  is  to be converted, the portion hereof to be converted, and, in
case  such  surrender shall be made during the period from the close of business
on  any  Regular  Record  Date  next  preceding any Interest Payment Date to the
opening  of  business on such Interest Payment Date (unless this Security of the
portion  hereof  being  converted has been called for redemption on a Redemption
Date  within  such period), also accompanied by payment in immediately available
funds  or  other  funds  acceptable  to  the  Company  of an amount equal to the
interest  payable  on such Interest Payment Date on the principal amount of this
Security  then being converted. Subject to the aforesaid requirement for payment
and,  in  the  case of a conversion after the Regular Record Date next preceding
any  Interest  Payment  Date and on or before such Interest Payment Date, to the
right  of the Holder of this Security (or any Predecessor Security) of record at
such  Regular  Record  Date  to receive an installment of interest (with certain
exceptions provided in the Indenture), no payment or adjustment is to be made on
conversion  for  interest  accrued  hereon  or for dividends on the Common Stock
issued  on conversion. No fractions of shares or scrip representing fractions of
shares  will be issued on conversion, but instead of any fractional interest the
Company shall pay a cash adjustment as provided in the Indenture. The conversion
price  is  subject  to adjustment as provided in the Indenture. In addition, the
Indenture  provides  that  in case of certain consolidations or mergers to which
the Company is a party or the transfer of substantially all of the assets of the
Company,  the  Indenture shall be amended, without the consent of any Holders of
Securities,  so  that  this  Security,  if then outstanding, will be convertible
thereafter,  during  the  period this Security shall be convertible as specified
above,  only  into  the  kind  and amount of securities, cash and other property
receivable  upon the consolidation, merger or transfer by a holder of the number
of  shares  of  [Common  Stock] [Preferred Stock] into which this Security might
have  been converted immediately prior to such consolidation, merger or transfer
(assuming such holder of [Common Stock] [Preferred Stock] failed to exercise any
rights of election and received per share the kind and amount received per share
by  a plurality of non-electing shares), assuming, if such consolidation, merger
or  transfer  is  prior  to  [insert date upon which the Securities first become
convertible],  that  this  Security  was  convertible  at  the  time  of  such
consolidation,  merger  or  transfer  at  the initial conversion price specified
above  as  adjusted  from  [date  of  issuance],  to  such  time pursuant to the
Indenture.]

                                       A6
<PAGE>

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

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

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

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

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

     No  recourse  shall be had for the payment of the principal of (or premium,
if  any)  or  the  interest  on this Security, or for any claim based hereon, or
otherwise  in  respect hereof, or based on or in respect of the Indenture or any
indenture  supplemental thereto, against any incorporator, stockholder, officer,
director  or  employee,  as such, past, present or future, of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law,  or  by the enforcement of any assessment or penalty or otherwise, all such
liability  being,  by the acceptance hereof and as part of the consideration for
the  issue  hereof,  expressly  waived  and  released.

                                       A7
<PAGE>

     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person  in  whose  name  this Security is registered as the owner hereof for all
purposes (subject to Section 307 of the Indenture), whether or not this Security
be  overdue,  and  neither  the Company, the Trustee nor any such agent shall be
affected  by  notice  to  the  contrary.

     All  terms  used  in this Security which are defined in the Indenture shall
have  the  meanings  assigned  to  them in the Indenture. The Indenture and this
Security  shall  be governed by and construed in accordance with the laws of the
State  of  New  York without regard to the conflicts of laws principles thereof.

                                       A8
<PAGE>