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                                                                     EXHIBIT 4.1

     INDENTURE  dated as of August 16, 2001,  between  Swift Energy  Company,  a
corporation  duly  organized  and existing  under the laws of the State of Texas
(hereinafter  sometimes  called  the  "Company"),  and Bank One,  NA, a national
banking association (hereinafter sometimes called 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  debentures,
notes,  bonds or other  evidences  of  indebtedness  to be issued in one or more
series unlimited as to principal  amount (herein called the "Debt  Securities"),
as in this Indenture provided.

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


                    NOW, THEREFORE, THIS INDENTURE WITNESSETH

     That in order to  declare  the terms  and  conditions  upon  which the Debt
Securities are authenticated,  issued and delivered, and in consideration of the
premises,  and of the  purchase and  acceptance  of the Debt  Securities  by the
holders thereof, the Company and the Trustee covenant and agree with each other,
for the  benefit  of the  respective  Holders  from  time  to  time of the  Debt
Securities or any series thereof, as follows:


                                    ARTICLE I

                                   Definitions

     SECTION 1.01. Certain Terms Defined. The terms defined in this Section 1.01
(except as herein otherwise  expressly  provided or unless the context otherwise
requires) for all purposes of this  Indenture and of any Indenture  supplemental
hereto shall have the  respective  meanings  specified in this Section 1.01. All
other terms used in this Indenture  which are defined in the Trust Indenture Act
or which are by  reference  therein  defined in the  Securities  Act  (except as
herein otherwise  expressly provided or unless the context otherwise  requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and in

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the  Securities  Act as in force as of the date of  original  execution  of this
Indenture.

     "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  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.

     "Authorized  Newspaper"  means a newspaper  in an official  language of the
country  of  publication   customarily  published  at  least  once  a  day,  and
customarily  published  for at least  five days in each  calendar  week,  and of
general  circulation in such city or cities  specified  pursuant to Section 2.03
with respect to the Debt Securities of any series. Where successive publications
are required to be made in Authorized  Newspapers,  the successive  publications
may be made in the same or in different  newspapers in the same city meeting the
foregoing requirements and in each case on any business day in such city.

     "Bank  Indebtedness"  means any and all amounts payable under or in respect
of (i) the Credit Agreement, as supplemented,  amended, modified,  refinanced or
replaced at any time from time to time, and (ii) any lines of credit and letters
of credit of the Company, in each case, including  principal,  premium (if any),
interest  (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization  relating to the Company whether or not a claim
for  post-filing  interest  is  allowed  in such  proceedings),  fees,  charges,
expenses,  reimbursement  obligations,  guarantees and all other amounts payable
thereunder or in respect thereof.

     "Banks" has the meaning specified in the Credit Agreement.

     "Board of Directors"  means either the Board of Directors of the Company or
any duly  authorized  committee  or  subcommittee  of such Board,  except as the
context may otherwise require.

     "business  day"  means,  when used  with  respect  to any Place of  Payment
specified pursuant to Section 2.03, any day that is not a Saturday,  a Sunday or
a legal holiday or a day on which  banking  institutions  or trust  companies in

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such Place of Payment are  authorized  or obligated  by law to close,  except as
otherwise specified pursuant to Section 2.03.

     "Capitalized  Lease  Obligation" means an obligation that is required to be
classified  and  accounted for as a  capitalized  lease for financial  reporting
purposes in accordance with GAAP; and the amount of Indebtedness  represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated  Maturity  thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without  payment of a
penalty.

     "Capital Stock" of any Person means any and all shares,  interests,  rights
to  purchase,  warrants,  options,  participations  or other  equivalents  of or
interests  (including  partnership  interests) in (however designated) equity of
such Person,  including any Preferred  Stock,  but excluding any debt securities
convertible into such equity.

     "Commodity Price Protection Agreement" means, in respect of any Person, any
forward contract, commodity swap agreement,  commodity option agreement or other
similar  agreement  or  arrangement  designed  to protect  such  Person  against
fluctuations in commodity prices.

     "Common  Stock" means the common  stock ($0.01 par value),  of the Company,
which stock is currently  listed on the New York Stock  Exchange and the Pacific
Stock Exchange.

     "Company" means Swift Energy Company, a Texas corporation, and, subject to
the provisions of Article X, shall also include its successors and assigns.

     "Company  Order"  means a  written  order  of the  Company,  signed  by its
Chairman of the Board,  President or any Vice  President  and by its  Treasurer,
Secretary, any Assistant Treasurer or any Assistant Secretary.

     "corporate  trust  office of the  Trustee" or other  similar term means the
office of the  Trustee at which the  corporate  trust  business  of the  Trustee
shall, at any particular time, be principally  administered in the United States
of America,  except that with respect to the presentation of Debt Securities for
payment or for registration of transfer and exchange,  such term shall also mean
the office of the Trustee or the  Trustee's  agent in the Borough of  Manhattan,



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the City and State of New York,  at which at any  particular  time its corporate
agency business shall be conducted.

     "Credit  Agreement" means the Credit Agreement dated as of August 18, 1998,
among the Company, the Banks party thereto, and [ ], as administrative agent, as
supplemented, amended, modified, refinanced or replaced at any time from time to
time.

     "Currency" means Dollars or Foreign Currency.

     "Currency Exchange  Protection  Agreement" means, in respect of any Person,
any foreign exchange contract, currency swap agreement, currency option or other
similar  agreement  or  arrangement  designed  to protect  such  Person  against
fluctuations in currency exchange rates.

     "Debt  Security" or "Debt  Securities"  has the meaning stated in the first
recital of this Indenture and more particularly  means any debt security or debt
securities,  as the case may be, of any series authenticated and delivered under
this Indenture.

     "Default"  means any event which is, or after  notice or passage of time or
both would be, an Event of Default.

     "Depositary"  means,  unless otherwise specified by the Company pursuant to
either Section 2.03 or 2.15,  with respect to registered  Debt Securities of any
series  issuable or issued in whole or in part in the form of one or more Global
Securities,  The Depository Trust Company,  New York, New York, or any successor
thereto  registered  as a  clearing  agency  under  the  Exchange  Act or  other
applicable statute or regulations.

     "Designated Senior  Indebtedness"  means (i) the Bank Indebtedness and (ii)
any other Senior Indebtedness of the Company.

     "Disqualified  Stock" of a Person means  Redeemable Stock of such Person as
to  which  the  maturity,  mandatory  redemption,   conversion  or  exchange  or
redemption at the option of the holder thereof occurs, or may occur, on or prior
to the Stated Maturity of the Debt Securities.

     "Dollar" or "$" means such  currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.




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     "Dollar Equivalent" means, with respect to any monetary amount in a Foreign
Currency,  at any time for the  determination  thereof,  the  amount of  Dollars
obtained by converting such Foreign  Currency  involved in such computation into
Dollars at the spot rate for the purchase of Dollars with the applicable Foreign
Currency  as quoted by  Citibank,  N.A.  (unless  another  comparable  financial
institution is designated by the Company) in New York, New York at approximately
11:00  a.m.  (New  York  time)  on the  date  two  business  days  prior to such
determination.

     "Event of Default" has the meaning specified in Section 6.01.

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

     "Floating  Rate  Security"  means a Debt  Security  that  provides  for the
payment of interest at a variable rate  determined  periodically by reference to
an interest rate index specified pursuant to Section 2.03.

     "Foreign  Currency" means a currency issued or adopted by the government of
any country  other than the United  States or a composite  currency the value of
which is determined by reference to the values of the currencies of any group of
countries.

     "GAAP" means generally accepted accounting  principles in the United States
as in  effect  as of the date on which  the Debt  Securities  of the  applicable
series are issued,  including those set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public
Accountants  and  statements  and  pronouncements  of the  Financial  Accounting
Standards Board or in such other  statements by such other entity as approved by
a significant segment of the accounting profession.  All ratios and computations
based on GAAP contained in this Indenture  shall be computed in conformity  with
GAAP consistently applied.

     "Global  Security"  means with  respect  to any  series of Debt  Securities
issued  hereunder,  a  Debt  Security  which  is  executed  by the  Company  and
authenticated  and delivered by the Trustee to the Depositary or pursuant to the
Depositary's  instruction,  all  in  accordance  with  this  Indenture  and  any
Indentures  supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate,  which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in




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

     "Government  Contract  Lien"  means  any  Lien  required  by any  contract,
statute,  regulation  or  order in order to  permit  the  Company  or any of its
Subsidiaries  to perform any contract or  subcontract  made by it with or at the
request of the United States or any State thereof or any  department,  agency or
instrumentality  of either  or to secure  partial,  progress,  advance  or other
payments by the Company or any of its  Subsidiaries  to the United States or any
State thereof or any department agency or  instrumentality of either pursuant to
the provisions of any contract, statute, regulation or order.

     "Guarantee"  means any obligation,  contingent or otherwise,  of any Person
directly or indirectly  guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply  funds for the purchase
or payment of) such  Indebtedness  or other  obligation  of such other Person or
(ii)  entered  into for  purposes of assuring in any other manner the obligee of
such  Indebtedness or other obligation of the payment thereof or to protect such
obligee  against  loss in  respect  thereof  (in  whole or in  part);  provided,
however, that the term "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business.  The term  "Guarantee"  used as a
verb has a corresponding meaning.

     "Hedging  Obligations"  of any Person means the  obligations of such Person
pursuant to any Interest Rate Protection Agreement, Currency Exchange Protection
Agreement or Commodity Price Protection Agreement or other similar agreement.

     "Holder,"  "Holder of Debt  Securities"  or other similar terms mean,  with
respect to a Registered Security, the Registered Holder.

     "Incur" means issue,  assume,  Guarantee,  incur or otherwise become liable
for;  provided,  however,  that any  Indebtedness  or Capital  Stock of a Person
existing  at the time such  Person  becomes a  Subsidiary  (whether  by  merger,
consolidation,  acquisition or otherwise) shall be deemed to be incurred by such
Subsidiary  at  the  time  it  becomes  a  Subsidiary.   The  terms  "Incurred",




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                                        7


"Incurrence" and "Incurring" shall each have a correlative meaning.

     "Indebtedness"   means,   with  respect  to  any  Person  on  any  date  of
determination (without duplication),

     (i) the principal of Indebtedness of such Person for borrowed money;

     (ii) the  principal  of  obligations  of such  Person  evidenced  by bonds,
debentures, notes or other similar instruments;

     (iii) all Capitalized Lease Obligations of such Person;

     (iv) all obligations of such Person to pay the deferred and unpaid purchase
price of property or services (except Trade Payables);

     (v) all  obligations  of such  Person in  respect  of  letters  of  credit,
banker's  acceptances  or  other  similar  instruments  or  credit  transactions
(including   reimbursement   obligations  with  respect  thereto),   other  than
obligations with respect to letters of credit securing  obligations  (other than
obligations  described in (i) through  (iv) above)  entered into in the ordinary
course of business  of such Person to the extent such  letters of credit are not
drawn upon or, if and to the extent drawn upon,  such drawing is  reimbursed  no
later than the third  business day following  receipt by such Person of a demand
for reimbursement following payment on the letter of credit;

     (vi) the  amount of all  obligations  of such  Person  with  respect to the
redemption,  repayment  or  other  repurchase  of any  Disqualified  Stock  (but
excluding, in each case, any accrued dividends);

     (vii) all  Indebtedness  of other Persons secured by a Lien on any asset of
such  Person,  whether  or not such  Indebtedness  is  assumed  by such  Person;
provided,  however,  that the amount of such Indebtedness shall be the lesser of
(A) the fair market  value of such asset at such date of  determination  and (B)
the amount of such Indebtedness of such other Persons; and

     (viii) all  Indebtedness of other Persons to the extent  Guaranteed by such
Person.

For purposes of this  definition,  the maximum  fixed  redemption,  repayment or
repurchase price of any Disqualified Stock or Preferred Stock that does not have




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a fixed  redemption,  repayment  or  repurchase  price  shall be  calculated  in
accordance  with the terms of such Stock as if such Stock were redeemed,  repaid
or  repurchased  on any  date on which  Indebtedness  shall  be  required  to be
determined pursuant to this Indenture.

     "Indenture" means this instrument as originally executed, or, if amended or
supplemented as herein provided, as so amended or supplemented and shall include
the form and terms of  particular  series  of Debt  Securities  as  contemplated
hereunder,  whether or not a supplemental Indenture is entered into with respect
thereto.

     "Interest Rate Protection  Agreement" means, in respect of any Person,  any
interest rate swap agreement,  interest rate option agreement, interest rate cap
agreement,  interest rate collar  agreement,  interest  rate floor  agreement or
other similar  agreement or arrangement  designed to protect such Person against
fluctuations in interest rates.

     "Lien" means any mortgage, pledge, security interest,  encumbrance, lien or
charge of any kind  (including  any  conditional  sale or other title  retention
agreement or lease in the nature thereof).

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board,  the  President  or  any  Vice  President  and by  the  Treasurer,  chief
accounting  officer,  the  Secretary  or any  Assistant  Treasurer  or Assistant
Secretary of the Company.  Each such  certificate  shall include the  statements
provided for in Section 13.05, if applicable.

     "Opinion of Counsel"  means an opinion in writing  signed by legal  counsel
for the Company  (which  counsel may be an employee of the Company),  or outside
counsel for the Company. Each such opinion shall include the statements provided
for in Section 13.05, if applicable.

     "Original  Issue  Discount Debt  Security"  means any Debt  Security  which
provides  for an amount  less than the  principal  amount  thereof to be due and
payable upon a declaration or acceleration of the maturity  thereof  pursuant to
Section 6.01.




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

     (i) Debt Securities of that series  theretofore  canceled by the Trustee or
delivered to the Trustee for cancelation;

     (ii) Debt  Securities of that series 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 Debt Securities;  provided, that, if such Debt Securities are to
be  redeemed,  notice of such  redemption  has been duly given  pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and

     (iii) Debt  Securities  of that  series  which have been paid  pursuant  to
Section 2.09 or in exchange for or in lieu of which other Debt  Securities  have
been authenticated and delivered pursuant to this Indenture, other than any such
Debt  Securities  in respect of which  there  shall have been  presented  to the
Trustee proof  satisfactory  to it that such Debt  Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid  obligations of the
Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization,  direction, notice, consent or waiver hereunder,
Debt  Securities  owned  by the  Company  or any  other  obligor  upon  the Debt
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 or waiver, only Debt Securities which
the Trustee  knows to be so owned shall be so  disregarded.  Debt  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 Debt  Securities  and that the pledgee is not the
Company or any other  obligor  upon the Debt  Securities  or an Affiliate of the
Company or of such other  obligor.  In  determining  whether  the Holders of the




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requisite  principal  amount  of  outstanding  Debt  Securities  have  given any
request, demand, authorization,  direction, notice, consent or waiver hereunder,
the principal  amount of an original  Issue Discount Debt Security that shall be
deemed to be Outstanding  for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such  determination upon
a declaration of acceleration of the maturity  thereof pursuant to Section 6.01.
In  determining  whether the Holders of the  requisite  principal  amount of the
Outstanding  Debt  Securities  of any  series  have given any  request,  demand,
authorization,  direction,  notice,  consent or waiver hereunder,  the principal
amount of a Debt  Security  denominated  in one or more  foreign  currencies  or
currency units that shall be deemed to be Outstanding for such purposes shall be
the Dollar  Equivalent,  determined in the manner  provided as  contemplated  by
Section  2.03 on the date of  original  issuance of such Debt  Security,  of the
principal amount (or, in the case of any Original Issue Discount  Security,  the
Dollar  Equivalent  on the date of  original  issuance  of such  Security of the
amount  determined  as provided in the  preceding  sentence  above) of such Debt
Security.

     "pari passu",  as applied to the ranking of any Indebtedness of a Person in
relation to other Indebtedness of such Person, means that each such Indebtedness
either (i) is not subordinate in right of payment to any Indebtedness or (ii) is
subordinate in right of payment to the same Indebtedness as is the other, and is
so subordinate to the same extent, and is not subordinate in right of payment to
each other or to any Indebtedness as to which the other is not so subordinate.

     "Permitted  Liens"  means,  with  respect  to any  Person,  (a)  pledges or
deposits by such Person under worker's compensation laws, unemployment insurance
laws,  social  security laws or similar  legislation,  or good faith deposits in
connection  with  bids,  tenders,  contracts  (other  than  for the  payment  of
Indebtedness)  or leases to which such Person is a party,  or deposits to secure
public or statutory  obligations  of such Person or deposits of cash or bonds to
secure  performance,  surety or appeal  bonds to which such Person is a party or
which are  otherwise  required of such  Person,  or  deposits  as  security  for
contested taxes or import duties or for the payment of rent or other obligations
of like nature,  in each case Incurred in the ordinary  course of business;  (b)
Liens   imposed  by  law,   such  as   carriers',   warehousemen's,   laborers',
materialmen's,   landlords',   vendors',  workmen's,   operators',  factors  and
mechanics  liens,  in each case for sums not yet due or being  contested in good




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faith by appropriate  proceedings;  (c) Liens for taxes,  assessments  and other
governmental  charges or levies not yet delinquent or which are being  contested
in good faith by appropriate proceedings;  (d) survey exceptions,  encumbrances,
easements or reservations of or with respect to, or rights of others for or with
respect to, licenses,  rights-of-way,  sewers,  electric and other utility lines
and usages, telegraph and telephone lines, pipelines,  surface use, operation of
equipment,  permits,  servitudes and other similar  matters,  or zoning or other
restrictions  as to the use of real property or Liens  incidental to the conduct
of the business of such Person or to the ownership of its properties  which were
not incurred in connection with  Indebtedness  and which do not in the aggregate
materially  adversely  affect the value of said properties or materially  impair
their use in the operation of the business of such Person; (e) Liens existing on
or  provided  for under  the  terms of  agreements  existing  on the Issue  Date
(including,  without  limitation,  under  the  Credit  Agreement);  (f) Liens on
property  at the  time  the  Company  or any of its  Subsidiaries  acquired  the
property or the entity owning such property,  including any acquisition by means
of a merger or consolidation with or into the Company;  provided,  however, that
any such Lien may not extend to any other  property  owned by the Company or any
of its  Subsidiaries,  (g) Liens  securing a Hedging  Obligation so long as such
Hedging  Obligation is of the type  customarily  entered into for the purpose of
limiting risk; (h) Purchase Money Liens; (i) Liens securing only Indebtedness of
a  Subsidiary  of the  Company  to the  Company  or one  or  more  wholly  owned
Subsidiaries  of the Company;  (j) Liens on any property to secure  Indebtedness
incurred in  connection  with the  construction,  installation  or  financing of
pollution control or abatement  facilities or other forms of industrial  revenue
bond financing or  Indebtedness  issued or Guaranteed by the United States,  any
state or any  department,  agency or  instrumentality  thereof;  (k)  Government
Contract Liens;  (l) Liens securing  Indebtedness of joint ventures in which the
Company or a Subsidiary has an interest to the extent such Liens are on property
or assets of, such joint ventures; (m) Liens resulting from the deposit of funds
or evidences of Indebtedness in trust for the purpose of defeasing  Indebtedness
of the Company or any of its Subsidiaries;  (n) legal or equitable  encumbrances
deemed to exist by reason of negative pledges or the existence of any litigation
or other legal  proceeding  and any related lis pendens  filing  (excluding  any
attachment  prior to judgment lien or  attachment  lien in aid of execution on a
judgment);  (o)  any  attachment  Lien  being  contested  in good  faith  and by
proceedings promptly initiated and diligently  conducted,  unless the attachment
giving rise thereto will not,  within sixty days after the entry  thereof,  have




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                                       12





been  discharged or fully bonded or will not have been  discharged  within sixty
days after the  termination of any such bond; (p) any judgment Lien,  unless the
judgment it secures will not,  within sixty days after the entry  thereof,  have
been  discharged or execution  thereof stayed pending  appeal,  or will not have
been  discharged  within sixty days after the  expiration of any such stay;  (q)
Liens to banks  arising  from the  issuance of letters of credit  issued by such
banks ("issuing  banks") on the following:  (i) any and all shipping  documents,
warehouse  receipts,  policies or  certificates  of insurance and other document
accompanying  or relative to drafts drawn under any credit,  and any draft drawn
thereunder  (whether or not such documents,  goods or other property be released
to or upon the order of the Company or any Subsidiary under a security agreement
or trust or bailee  receipt or  otherwise),  and the proceeds of each and all of
the  foregoing;  (ii) the balance of every deposit  account,  now or at the time
hereafter existing, of the Company or any Subsidiary with the issuing banks, and
any other claims of the Company or any Subsidiary against the issuing banks; and
all  property  claims and  demands and all rights and  interests  therein of the
Company or any  Subsidiary  and all evidences  thereof and all proceeds  thereof
which have been or at any time will be delivered  to or otherwise  come into the
issuing bank's possession,  custody or control, or into the possession,  custody
or  control  of any  bailee  for the  issuing  bank or of any of its  agents  or
correspondents for the account of the issuing bank, for any purpose,  whether or
not the express purpose of being used by the issuing bank as collateral security
or for the safekeeping or for any other or different  purpose,  the issuing bank
being deemed to have  possession or control of all of such property  actually in
transit to or from or set apart for the issuing bank, any bailee for the issuing
bank or any of its  correspondents  for  other  acting in its  behalf,  it being
understood  that the  receipt  at any time by the  issuing  bank,  or any of its
bailees,  agents or  correspondents,  or other  security,  of  whatever  nature,
including  cash, will not be deemed a waiver of any of the issuing bank's rights
or power  hereunder;  (iii) all  property  shipped  under or  pursuant  to or in
connection  with any credit or drafts  drawn  thereunder  or in any way  related
thereto,  and all proceeds thereof;  (iv) all additions to and substitutions for
any of the property enumerated above in this subsection;  (r) rights of a common
owner  of any  interest  in  property  held by  such  Person;  (s) any  defects,
irregularities  or  deficiencies in title to easements,  rights-of-way  or other
properties which do not in the aggregate  materially  adversely affect the value
of such  properties  or  materially  impair  their use in the  operation  of the
business of such  Person;  and (t) Liens to secure any  refinancing,  refunding,




<PAGE>


                                       13





extension,  renewal or  replacement  (or  successive  refinancings,  refundings,
extensions,  renewals  or  replacements),  as  a  whole,  or  in  part,  of  any
indebtedness  secured  by any Lien  referred  to in the  foregoing  clauses  (e)
through (l); provided,  however,  that (i) such new Lien shall be limited to all
or part of the same property  that secured the original Lien (plus  improvements
on such property) and (ii) the Indebtedness secured by such Lien at such time is
not  increased  to any  amount  greater  than  the  sum of (A)  the  outstanding
principal amount or, if greater,  committed amount of the indebtedness described
under  clauses (e) through (l) at the time the original  Lien became a Permitted
Lien  under  this  Indenture  and (B) an  amount  necessary  to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension,
renewal or replacement.

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

     "Place of Payment" means,  when used with respect to the Debt Securities of
any series, the place or places where the principal of, and premium, if any, and
interest  on,  the Debt  Securities  of that  series are  payable  as  specified
pursuant to Section 2.03.

     "Preferred Stock" as applied to the Capital Stock of any corporation, means
Capital Stock of any class or classes (however designated) which is preferred as
to the  payment  of  dividends,  or as to the  distribution  of assets  upon any
voluntary or involuntary  liquidation or dissolution of such  corporation,  over
shares of Capital Stock of any other class of such corporation.

     "Purchase  Money  Lien"  means a Lien  on  property  securing  Indebtedness
Incurred by the Company or any of its  Subsidiaries  to provide funds for all or
any  portion  of the  cost  of  acquiring,  constructing,  altering,  expanding,
improving  or repairing  such  property or assets used in  connection  with such
property.




<PAGE>


                                       14





     "Redeemable  Stock"  means,  with respect to any Person,  any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is  exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is  convertible  or  exchangeable  for  Indebtedness  (other than Preferred
Stock) or Disqualified  Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part.

     "Registered Holder" means the Person in whose name a Registered Security is
registered in the Debt Security Register (as defined in Section 2.07(a)).

     "Registered  Security"  means any Debt Security  registered as to principal
and interest in the Debt Security Register (as defined in Section 2.07(a)).

     "Registrar" has the meaning set forth in Section 2.07(a).

     "Representative" means the trustee, agent or representative (if any) for an
issue of Indebtedness.

     "responsible  officer"  when used with  respect to the  Trustee,  means any
officer  within the  Trustee,  including  any Vice  President,  any Second  Vice
President,  any trust  officer or any other  officer of the  Trustee  performing
functions  similar to those  performed  by the  persons who at the time shall be
such  officers,  and any other  officer of the Trustee to whom  corporate  trust
matters  are  referred  because of his  knowledge  of and  familiarity  with the
particular subject.

     "Restricted  Subsidiary"  means a Subsidiary  of the Company which shall at
the  time,  directly  or  indirectly,  through  one or more  Subsidiaries  or in
combination  with one or more  Subsidiaries  or the  Company,  owns or  leases a
Principal Property.

     "Secured  Indebtedness"  means any Indebtedness of the Company secured by a
Lien.

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

     "Senior   Indebtedness"   means,  as  to  any  series  of  Debt  Securities
subordinated  pursuant to the provisions of Article XII, the Indebtedness of the
Company  identified  as Senior  Indebtedness  in the  resolution of the Board of
Directors and  accompanying  Officers'  Certificate  or  supplemental  Indenture
setting forth the terms, including as to subordination, of such series.



<PAGE>


                                       15





     "Stated Maturity" means,  with respect to any security,  the date specified
in such  security  as the fixed date on which the payment of  principal  of such
security is due and  payable,  including  pursuant to any  mandatory  redemption
provision  (but  excluding  any provision  providing for the  repurchase of such
security  at  the  option  of the  holder  thereof  upon  the  happening  of any
contingency  beyond the  control  of the  issuer  unless  such  contingency  has
occurred).

     "Subsidiary" of any Person means any corporation,  association, partnership
or other  business  entity of which more than 50% of the total  voting  power of
shares of  Capital  Stock  entitled  (without  regard to the  occurrence  of any
contingency) to vote in the election of directors,  managers or trustees thereof
is at the time owned or controlled,  directly or indirectly, by (i) such Person,
(ii) such  Person and one or more  Subsidiaries  of such  Person or (iii) one or
more Subsidiaries of such Person.

     "Temporary Cash Investments" means any of the following: (i) investments in
U.S. Government  Obligations  maturing within 90 days of the date of acquisition
thereof, (ii) investments in time deposit accounts,  certificates of deposit and
money market deposits maturing within 90 days of the date of acquisition thereof
issued  by a bank or trust  company  which is  organized  under  the laws of the
United States, any State thereof or any foreign country recognized by the United
States having capital,  surplus and undivided  profits  aggregating in excess of
$500,000,000  (or the Dollar  Equivalent  thereof) and whose  long-term  debt is
rated "A" or higher  according  to  Moody's  Investors  Service,  Inc.  (or such
similar  equivalent  rating by at least one "nationally  recognized  statistical
rating  organization" (as defined in Rule 436 under the Securities Act)),  (iii)
repurchase  obligations  with a term  of not  more  than 7 days  for  underlying
securities  of the types  described in clause (i) above entered into with a bank
meeting the  qualifications  described in clause (ii) above and (iv) investments
in  commercial  paper,  maturing  not  more  than  90  days  after  the  date of
acquisition,  issued by a  corporation  (other than an Affiliate of the Company)
organized  and in existence  under the laws of the United  States or any foreign
country  recognized  by the United  States with a rating at the time as of which
any  investment  therein  is made of "P-1"  (or  higher)  according  to  Moody's
Investors  Service,  Inc. or "A-1" (or higher)  according to Standard and Poor's
Corporation.

     "Trade Payables" means, with respect to any Person, any accounts payable or
any Indebtedness or monetary  obligation to trade creditors created,  assumed or




<PAGE>


                                       16





Guaranteed  by such Person  arising in the  ordinary  course of business of such
Person in connection with the acquisition of goods or services.


     "Trustee" initially means Bank One, NA, a national banking association, and
any other  Person or Persons  appointed  as such from time to time  pursuant  to
Section 7.08,  and,  subject to the  provisions of Article VII,  includes its or
their successors and assigns. If at any time there is more than one such Person,
"Trustee" as used with respect to the Debt  Securities  of any series shall mean
the Trustee with respect to the Debt Securities of that series.


     "Trust Indenture Act" (except as herein otherwise expressly provided) means
the Trust  Indenture  Act of 1939 as in force at the date of this  indenture  as
originally executed and, to the extent required by law, as amended.

     "United  States" means the United States of America  (including  the States
and the District of Columbia), its territories,  its possessions and other areas
subject to its jurisdiction.

     "U.S.  Government   Obligations"  means  securities  that  are  (x)  direct
obligations  of the United  States  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,  the  payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United  States,  which,  in either case,  are not callable or  redeemable at the
option of the issuer thereof.

     "Yield to Maturity"  means the yield to maturity  calculated at the time of
issuance of a series of Debt Securities,  or, if applicable,  at the most recent
redetermination  of interest on such series and  calculated in  accordance  with
accepted financial practice.

     SECTION  1.02.  Incorporation  by Reference of Trust  Indenture  Act.  This
Indenture is subject to the  mandatory  provisions  of the Trust  Indenture  Act
which are  incorporated by reference in and made a part of this  indenture.  The
following Trust Indenture Act terms have the following meanings:

                  "indenture securities" means the Debt Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.



<PAGE>


                                       17





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

                    "obligor" on the indenture  securities means the Company and
                    any other obligor on the Debt Securities.

     All other Trust Indenture Act terms used in this Indenture that are defined
by the Trust indenture Act,  reference to another statute or defined by rules of
the Securities  and Exchange  Commission  have the meanings  assigned to them by
such definitions.

     SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular  include the plural and words in the
         plural include the singular;

                  (6)  if  the   applicable   series  of  Debt   Securities  are
         subordinated pursuant to Article XII, unsecured  indebtedness shall not
         be deemed to be subordinate or junior to Secured Indebtedness merely by
         virtue of its nature as unsecured indebtedness;

                  (7) the principal  amount of any noninterest  bearing or other
         discount  security at any date shall be the  principal  amount  thereof
         that would be shown on a balance  sheet of the  issuer  dated such date
         prepared in accordance with GAAP; and

                  (8) the principal  amount of any Preferred  Stock shall be the
         greater of (i) the maximum liquidation value of such Preferred Stock or
         (ii) the maximum  mandatory  redemption or mandatory  repurchase  price
         with respect to such Preferred Stock.





<PAGE>


                                       18



                                   ARTICLE II

                                 Debt Securities

     SECTION 2.01. Forms Generally.  The Debt Securities of each series shall be
in substantially  the form established  without the approval of any Holder by or
pursuant to a resolution of the Board of Directors 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,  and may have such letters,  numbers or other marks of identification
and  such  legends  or  endorsements  placed  thereon  as the  Company  may deem
appropriate  (and, if not contained in a supplemental  Indenture entered into in
accordance  with Article IX, as are not  prohibited  by the  provisions  of this
Indenture) or as may be required or  appropriate  to comply with any law or with
any rules made pursuant thereto or with any rules of any securities  exchange on
which such  series of Debt  Securities  may be listed,  or to conform to general
usage, or as may, consistently herewith, be determined by the officers executing
such Debt Securities as evidenced by their execution of the Debt Securities.

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

     SECTION  2.02.  Form  of  Trustee's  Certificate  of  Authentication.   The
Trustee's Certificate of Authentication on all Debt Securities  authenticated by
the Trustee shall be in substantially the following form:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                     ---------------------------
                                                     As Trustee

                                                     By
                                                       -------------------------
                                                       Authorized Signature

     SECTION 2.03. Principal Amount; Issuable in Series. The aggregate principal
amount  of  Debt  Securities  which  may  be  issued,  executed,  authenticated,
delivered and outstanding under this Indenture is unlimited.



<PAGE>


                                       19







     The Debt  Securities  may be issued in one or more  series.  There shall be
established, without the approval of any Holders, in or pursuant to a resolution
of the  Board  of  Directors  and set  forth  in an  Officers'  Certificate,  or
established in one or more Indentures supplemental hereto, prior to the issuance
of Debt Securities of any series any or all of the following:

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

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

                  (3) the date or dates on which the principal  and premium,  if
         any, of the Debt Securities of the series are payable;

                  (4) the rate or rates  (which  may be  fixed or  variable)  at
         which the Debt Securities of the series shall bear interest, if any, or
         the method of  determining  such rate or rates,  the date or dates from
         which such interest shall accrue,  the interest  payment dates on which
         such interest  shall be payable,  or the method by which such date will
         be determined,  in the case of Registered Securities,  the record dates
         for the  determination  of  Holders  thereof to whom such  interest  is
         payable;  and the basis upon which interest will be calculated if other
         than that of a 360-day year of twelve thirty-day months;

                  (5) the Place or Places of Payment,  if any, in addition to or
         instead  of the  corporate  trust  office  of  the  Trustee  where  the
         principal  of, and interest on, Debt  Securities of the series shall be
         payable;

                  (6) the price or prices at which, the period or periods within
         which and the terms and  conditions  upon which Debt  Securities of the
         series  may be  redeemed,  in whole or in part,  at the  option  of the
         Company or otherwise;




<PAGE>


                                       20





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

                  (8) the terms,  if any, upon which the Debt  Securities of the
         series may be convertible into or exchanged for Common Stock, Preferred
         Stock  (which may be  represented  by  depositary  shares),  other Debt
         Securities   or  warrants  for  Common   Stock,   Preferred   Stock  or
         Indebtedness  or other  securities  of any kind of the  Company  or any
         other  obligor or issuer and the terms and  conditions  upon which such
         conversion  or  exchange  shall  be  effected,  including  the  initial
         conversion or exchange price or rate, the conversion or exchange period
         and any other  provision  in addition to or in lieu of those  described
         herein;

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

                  (10) if the amount of  principal of or any premium or interest
         on Debt Securities of the series may be determined with reference to an
         index or pursuant to a formula,  the manner in which such  amounts will
         be determined;

                  (11) if the principal amount payable at the Stated Maturity of
         Debt Securities of the series will not be determinable as of any one or
         more dates  prior to such  Stated  Maturity,  the amount  which will be
         deemed to be such principal amount as of any such date for any purpose,
         including  the principal  amount  thereof which will be due and payable
         upon any  maturity  other  than the  Stated  Maturity  or which will be
         deemed to be Outstanding as of any such date (or, in any such case, the
         manner in which such deemed principal amount is to be determined);  and
         the manner of determining the equivalent thereof in the currency of the
         United  States of America  for  purposes  of the  definition  of Dollar
         Equivalent;

                  (12) any changes or  additions  to Article XI,  including  the
         addition of  additional  covenants  that may be subject to the covenant
         defeasance option pursuant to Section 11.02(b)(ii);



<PAGE>


                                       21





                  (13) if other than such coin or Currency of the United  States
         as at the time of  payment is legal  tender  for  payment of public and
         private  debts,  the coin or Currency or  Currencies or units of two or
         more  Currencies in which  payment of the principal of and premium,  if
         any, and interest on, Debt Securities of the series shall be payable;

                  (14) if other than the principal  amount thereof,  the portion
         of the principal amount of Debt Securities of the series which shall be
         payable  upon  declaration  of  acceleration  of the  maturity  thereof
         pursuant to Section 6.01 or provable in bankruptcy  pursuant to Section
         6.02;

                  (15) the terms, if any, of the transfer,  mortgage,  pledge or
         assignment  as security  for the Debt  Securities  of the series of any
         properties,  assets, moneys, proceeds,  securities or other collateral,
         including  whether  certain  provisions of the Trust  Indenture Act are
         applicable  and  any  corresponding   changes  to  provisions  of  this
         Indenture as currently in effect;

                  (16) any  addition to or change in the Events of Default  with
         respect  to the Debt  Securities  of the  series  and any change in the
         right of the  Trustee or the Holders to declare  the  principal  of and
         interest on, such Debt Securities due and payable;

                  (17) if the Debt  Securities  of the series shall be issued in
         whole or in part in the form of a Global  Security or  Securities,  the
         terms and  conditions,  if any,  upon which  such  Global  Security  or
         Securities  may be exchanged  in whole or in part for other  individual
         Debt Securities in definitive  registered  form; and the Depositary for
         such  Global  Security  or  Securities  and the form of any  legend  or
         legends  to be borne by any  such  Global  Security  or  Securities  in
         addition to or in lieu of the legend referred to in Section 2.15;

                  (18) any trustees,  authenticating or paying agents,  transfer
         agents or registrars;

                  (19) the  applicability  of, and any  addition to or change in
         the covenants and definitions  currently set forth in this Indenture or
         in the terms  currently set forth in Article X, including  conditioning
         any merger,  conveyance,  transfer or lease permitted by Article X upon
         the satisfaction of an Indebtedness coverage standard by  the   Company
         (as defined in Article X);


<PAGE>


                                       22

                  (20) the terms,  if any,  of any  Guarantee  of the payment of
         principal of, and premium,  if any, and interest on, Debt Securities of
         the series and any  corresponding  changes  to the  provisions  of this
         Indenture as currently in effect;

                  (21) the subordination,  if any, of the Debt Securities of the
         series  pursuant to Article XII and any changes or additions to Article
         XII;

                  (22) with regard to Debt  Securities of the series that do not
         bear interest,  the dates for certain  required reports to the Trustee;
         and

                  (23) any  other  terms of the Debt  Securities  of the  series
         (which  terms  shall  not be  prohibited  by  the  provisions  of  this
         Indenture).

          All Debt  Securities of any one series  appertaining  thereto shall be
     substantially  identical  except  as to  denomination  and  except  as  may
     otherwise  be provided in or  pursuant to such  resolution  of the Board of
     Directors  and as set forth in such  Officers'  Certificate  or in any such
     Indenture supplemental hereto.

          SECTION 2.04. Execution of Debt Securities.  The Debt Securities shall
     be signed on behalf of the Company by its  Chairman of the Board,  its Vice
     Chairman,  its  President  or a Vice  President  and by its  Secretary,  an
     Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures
     upon the Debt  Securities may be the manual or facsimile  signatures of the
     present or any future such  authorized  officers  and may be  imprinted  or
     otherwise  reproduced on the Debt Securities.  The seal of the Company,  if
     any,  may be in the  form of a  facsimile  thereof  and  may be  impressed,
     affixed, imprinted or otherwise reproduced on the Debt Securities.

          Only such Debt  Securities  as shall  bear  thereon a  certificate  of
     authentication  substantially  in the  form  hereinbefore  recited,  signed
     manually  by the  Trustee,  shall  be  entitled  to the  benefits  of  this
     Indenture or be valid or obligatory  for any purpose.  Such  certificate by
     the  Trustee  upon any  Debt  Security  executed  by the  Company  shall be
     conclusive  evidence that the Debt Security so authenticated  has been duly
     authenticated and delivered hereunder.




<PAGE>


                                       23





          In case any  officer of the  Company  who shall have signed any of the
     Debt  Securities  shall cease to be such officer before the Debt Securities
     so signed shall have been  authenticated  and delivered by the Trustee,  or
     disposed  of by the  Company,  such  Debt  Securities  nevertheless  may be
     authenticated  and delivered or disposed of as though the Person who signed
     such Debt Securities had not ceased to be such officer of the Company;  and
     any Debt  Security  may be signed on behalf of the Company by such  Persons
     as, at the actual date of the execution of such Debt Security, shall be the
     proper officers of the Company,  although at the date of such Debt Security
     or of the execution of this Indenture any such Person was not such officer.

          SECTION 2.05.  Authentication and Delivery of Debt Securities.  At any
     time and  from  time to time  after  the  execution  and  delivery  of this
     Indenture,  the Company may deliver Debt  Securities of any series executed
     by the  Company to the Trustee for  authentication,  and the Trustee  shall
     thereupon  authenticate  and  deliver  said  Debt  Securities  to or upon a
     Company Order.  In  authenticating  such Debt  Securities and accepting the
     additional  responsibilities  under this Indenture in relation to such Debt
     Securities,  the Trustee  shall be entitled  to  receive,  and  (subject to
     Section 7.01.) shall be fully protected in relying upon:

                  (1) a copy of any  resolution or  resolutions  of the Board of
         Directors,  certified by the  Secretary  or Assistant  Secretary of the
         Company,  authorizing  the  terms of  issuance  of any  series  of Debt
         Securities;

                  (2) an executed supplemental Indenture, if any;

                  (3) an Officers' Certificate; and

                  (4) an Opinion of Counsel  prepared in accordance with Section
         13.05 substantially to the effect that:

                           (a)  the  form  of  such  Debt  Securities  has  been
                  established  by or  pursuant to a  resolution  of the Board of
                  Directors  or by a  supplemental  Indenture  as  permitted  by
                  Section  2.01  in  conformity  with  the  provisions  of  this
                  Indenture;

                           (b) the  terms  of such  Debt  Securities  have  been
                  established  by or  pursuant to a  resolution  of the Board of
                  Directors  or by a  supplemental  Indenture  as  permitted  by
                  Section  2.03  in  conformity  with  the  provisions  of  this
                  Indenture;




<PAGE>


                                       24





                           (c) such  Debt  Securities,  when  authenticated  and
                  delivered  by the  Trustee  and  issued by the  Company in the
                  manner and subject to any conditions specified in such Opinion
                  of  Counsel,   will  constitute   valid  and  legally  binding
                  obligations  of the Company,  enforceable  in accordance  with
                  their terms  except as (i) the  enforceability  thereof may be
                  limited by  bankruptcy,  insolvency or similar laws  affecting
                  the enforcement of creditors' rights generally and (ii) rights
                  of acceleration and the availability of equitable remedies may
                  be limited by equitable principles of general applicability;

          Such  Opinion of Counsel need express no opinion as to whether a court
     in the United States would render a money judgment in a currency other than
     that of the United States.

          The  Trustee  shall  have the right to  decline  to  authenticate  and
     deliver any Debt Securities  under this Section 2.05 if the Trustee,  being
     advised by counsel,  determines  that such action may not lawfully be taken
     or if the  Trustee in good  faith by its board of  directors  or  trustees,
     executive  committee or a trust  committee of  directors,  trustees or vice
     presidents  shall  determine  that such action  would expose the Trustee to
     personal liability to existing Holders.

          The Trustee may appoint an authenticating agent reasonably  acceptable
     to the  Company to  authenticate  Debt  Securities  of any  series.  Unless
     limited  by the  terms of such  appointment,  an  authenticating  agent may
     authenticate Debt Securities whenever the Trustee may do so. Each reference
     in this Indenture to authentication by the Trustee includes  authentication
     by  such  agent.  An  authenticating  agent  has  the  same  rights  as any
     Registrar, paying agent or agent for service of notices and demands.

          Unless otherwise provided in the form of Debt Security for any series,
     each Debt Security shall be dated the date of its authentication.

          SECTION  2.06.  Denomination  of  Debt  Securities.  Unless  otherwise
     provided in the form of Debt Security for any series,  the Debt  Securities
     of each series  shall be issuable  only as  Registered  Securities  in such
     denominations as shall be specified or contemplated by Section 2.03. In the
     absence of any such  specification  with respect to the Debt  Securities of
     any  series,  the Debt  Securities  of such  series  shall be  issuable  in
     denominations of $1,000 and any integral multiple thereof.



<PAGE>


                                       25





          SECTION 2.07.  Registration of Transfer and Exchange.  (a) The Company
     shall keep or cause to be kept a  register  for each  series of  Registered
     Securities issued hereunder  (hereinafter  collectively  referred to as the
     "Debt Security Register"), in which, subject to such reasonable regulations
     as it may  prescribe,  the Company  shall provide for the  registration  of
     Registered  Securities and the transfer of Registered Securities as in this
     Article II provided.  At all  reasonable  times the Debt Security  Register
     shall be open for inspection by the Trustee.  Subject to Section 2.15, upon
     due presentment for registration of transfer of any Registered  Security at
     any office or agency to be maintained by the Company in accordance with the
     provisions of Section 4.02, the Company shall execute and the Trustee shall
     authenticate and deliver in the name of the transferee or transferees a new
     Registered  Security or Registered  Securities of authorized  denominations
     for a like aggregate principal amount.

     Unless and until  otherwise  determined by the Company by resolution of the
Board of Directors, the register of the Company for the purpose of registration,
exchange or registration of transfer of the Registered  Securities shall be kept
at the corporate trust office of the Trustee and, for this purpose,  the Trustee
shall be designated "Registrar".

     Registered  Securities of any series (other than a Global  Security) may be
exchanged for a like aggregate principal amount of Registered  Securities of the
same  series  of  other  authorized  denominations.  Subject  to  Section  2.15,
Registered  Securities  to be exchanged  shall be  surrendered  at the office or
agency to be  maintained  by the Company as provided  in Section  4.02,  and the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor  the  Registered  Security or  Registered  Securities  which the Holder
making the exchange shall be entitled to receive.

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

     All  Debt  Securities  issued  in  exchange  for or upon  transfer  of Debt
Securities  shall be the valid  obligations of the Company,  evidencing the same




<PAGE>


                                       26





debt,  and  entitled  to the same  benefits  under  this  Indenture  as the Debt
Securities surrendered for such exchange or transfer.

     No  service  charge  shall  be made for any  exchange  or  registration  of
transfer  of Debt  Securities  (except as  provided  by Section  2.09),  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental  charge that may be imposed in relation  thereto,  other than those
expressly  provided in this Indenture to be made at the Company's own expense or
without expense or without charge to the Holders.

     The Company shall not be required (a) to issue, register the transfer of or
exchange any Debt  Securities for a period of 15 days next preceding any mailing
of notice of redemption of Debt Securities of such series or (b) to register the
transfer of or exchange any Debt Securities selected, called or being called for
redemption.

     Prior to the due  presentation  for  registration  of  transfer of any Debt
Security,  the Company,  the Trustee, any paying agent or any Registrar may deem
and treat the Person in whose name a Debt Security is registered as the absolute
owner of such Debt  Security for the purpose of  receiving  payment of principal
of, and premium,  if any, and interest on, such Debt  Security and for all other
purposes  whatsoever,  whether or not such Debt Security is overdue, and none of
the  Company,  the Trustee,  any paying agent or Registrar  shall be affected by
notice to the contrary.

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

     SECTION  2.08.  Temporary  Debt  Securities.  Pending  the  preparation  of
definitive  Debt  Securities  of any  series,  the  Company  may execute and the
Trustee shall  authenticate  and deliver  temporary  Debt  Securities  (printed,
lithographed,  photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which  they are  issued,  in  registered  form and with such  omissions,
insertions and variations as may be appropriate  for temporary Debt  Securities,
all as may be  determined  by the Company with the  concurrence  of the Trustee.
Temporary  Debt  Securities may contain such reference to any provisions of this




<PAGE>


                                       27





Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Company and be  authenticated by the Trustee upon the same conditions and
in substantially  the same manner,  and with like effect, as the definitive Debt
Securities.

     If temporary  Debt  Securities  of any series are issued,  the Company will
cause  definitive  Debt  Securities  of  such  series  to  be  prepared  without
unreasonable  delay. After the preparation of definitive Debt Securities of such
series,  the temporary Debt Securities of such series shall be exchangeable  for
definitive  Debt  Securities of such series upon surrender of the temporary Debt
Securities  of such  series at the office or agency of the Company at a Place of
Payment  for such  series,  without  charge  to the  Holder  thereof,  except as
provided in Section 2.07 in connection  with a transfer,  and upon surrender for
cancelation  of any one or more  temporary  Debt  Securities of any series,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like  principal  amount of  definitive  Debt  Securities  of the same
series  of  authorized  denominations  and of like  tenor.  Until so  exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series,
except as otherwise  specified as contemplated by Section  2.03(17) with respect
to the payment of interest on Global Securities in temporary form.

     Upon any  exchange  of a  portion  of a  temporary  Global  Security  for a
definitive  Global Security or for the individual  Debt  Securities  represented
thereby  pursuant to Section 2.07 or this Section  2.08,  the  temporary  Global
Security  shall be  endorsed  by the  Trustee to reflect  the  reduction  of the
principal  amount  evidenced  thereby,  whereupon the  principal  amount of such
temporary  Global  Security  shall be reduced for all  purposes by the amount so
exchanged and endorsed.

     SECTION 2.09. Mutilated,  Destroyed, Lost or Stolen Debt Securities. If (i)
any mutilated Debt Security is surrendered to the Trustee at its corporate trust
office  (in the  case of  Registered  Securities)  or (ii) the  Company  and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Debt Security, and there is delivered to the Company and the Trustee such
security  or  indemnity  as may be required by them to save each of them and any
paying agent harmless,  and neither the Company nor the Trustee  receives notice
that such Debt  Security has been  acquired by a bona fide  purchaser,  then the
Company shall execute and, upon a Company Order, the Trustee shall  authenticate




<PAGE>


                                       28





and deliver, in exchange for or in lieu of any such mutilated,  destroyed,  lost
or stolen Debt  Security,  a new Debt Security of the same series of like tenor,
form,  terms  and  principal  amount,  bearing  a number  not  contemporaneously
Outstanding. Upon the issuance of any substituted Debt Security, 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  connected
therewith.  In case any Debt Security which has matured or is about to mature or
which has been called for  redemption  shall become  mutilated or be  destroyed,
lost or stolen, the Company may, instead of issuing a substituted Debt Security,
pay or authorize the payment of the same (without  surrender  thereof  except in
the case of a mutilated  Debt  Security) if the applicant for such payment shall
furnish the Company and the Trustee  with such  security or  indemnity as either
may require to save it harmless from all risk,  however remote,  and, in case of
destruction,  loss or theft, evidence to the satisfaction of the Company and the
Trustee  of the  destruction,  loss or theft of such  Debt  Security  and of the
ownership thereof.

     Every  substituted  Debt  Security  of any series  issued  pursuant  to the
provisions  of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed,  lost or stolen shall constitute an original  additional  contractual
obligation  of the Company,  whether or not the  destroyed,  lost or stolen Debt
Security  shall be found at any time,  and shall be entitled to all the benefits
of this  Indenture  equally  and  proportionately  with any and all  other  Debt
Securities of that series duly issued  hereunder.  All Debt Securities  shall be
held and owned upon the express  condition  that the  foregoing  provisions  are
exclusive with respect to the  replacement  or payment of mutilated,  destroyed,
lost or stolen Debt  Securities,  and shall preclude any and all other rights or
remedies,  notwithstanding  any law or statute existing or hereafter  enacted to
the  contrary  with  respect  to  the   replacement  or  payment  of  negotiable
instruments or other securities without their surrender.

     SECTION  2.10.  Cancelation  of  Surrendered  Debt  Securities.   All  Debt
Securities  surrendered  for payment,  redemption,  registration  of transfer or
exchange  shall,  if  surrendered  to the  Company  or  any  paying  agent  or a
Registrar,  be delivered to the Trustee for cancelation by it, or if surrendered
to the Trustee,  shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof  except as expressly  permitted by any of the provisions of this
Indenture.  All canceled Debt  Securities held by the Trustee shall be destroyed
(subject  to  the  record  retention  requirements  of  the  Exchange  Act)  and




<PAGE>


                                       29





certification of their  destruction  delivered to the Company,  unless otherwise
directed.  On request of the Company,  the Trustee  shall deliver to the Company
canceled Debt Securities  held by the Trustee.  If the Company shall acquire any
of the Debt  Securities,  however,  such  acquisition  shall  not  operate  as a
redemption or satisfaction of the  indebtedness  represented  thereby unless and
until the same are delivered or surrendered to the Trustee for cancelation.  The
Company may not issue new Debt  Securities  to replace  Debt  Securities  it has
redeemed, paid or delivered to the Trustee for cancelation.

     SECTION 2.11.  Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders. Nothing in this Indenture or in the Debt
Securities,  expressed  or implied,  shall give or be  construed  to give to any
Person,  other than the parties  hereto,  the Holders or any Registrar or paying
agent, any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant,  condition or provision herein contained;  all
its  covenants,  conditions  and  provisions  being for the sole  benefit of the
parties hereto, the Holders and any Registrar and paying agents.

     SECTION 2.12.  Payment of Interest;  Rights Preserved.  (a) Interest on any
Registered  Security that is payable and is punctually paid or duly provided for
on any  interest  payment  date  shall be paid to the  Person in whose name such
Registered Security is registered at the close of business on the regular record
date for such  interest  notwithstanding  the  cancellation  of such  Registered
Security upon any transfer or exchange  subsequent  to the regular  record date.
Payment of  interest on  Registered  Securities  shall be made at the  corporate
trust office of the Trustee (except as otherwise  specified  pursuant to Section
2.03),  or at the option of the  Company,  by check mailed to the address of the
Person  entitled  thereto  as such  address  shall  appear in the Debt  Security
Register  or, if  provided  pursuant  to  Section  2.03 and in  accordance  with
arrangements satisfactory to the Trustee, at the option of the Registered Holder
by wire transfer to an account designated by the Registered Holder.

     (b) Subject to the  foregoing  provisions  of this Section 2.12 and Section
2.17, each Debt Security of a particular  series  delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Debt
Security  of the same  series  shall  carry the rights to  interest  accrued and
unpaid, and to accrue, which were carried by such other Debt Security.



<PAGE>


                                       30





     SECTION 2.13. Securities  Denominated in Foreign Currencies.  (a) Except as
otherwise  specified  pursuant to Section 2.03 for Registered  Securities of any
series,  payment of the  principal  of, and  premium,  if any,  and interest on,
Registered Securities of such series will be made in Dollars.

     (b) For the purposes of calculating the principal amount of Debt Securities
of any  series  denominated  in a  Foreign  Currency  or in units of two or more
Foreign Currencies for any purpose under this Indenture, the principal amount of
such Debt  Securities at any time  Outstanding  shall be deemed to be the Dollar
Equivalent of such principal amount as of the date of any such calculation.

          In the event any  Foreign  Currency or  currencies  or units of two or
     more  Currencies  in which any payment  with  respect to any series of Debt
     Securities may be made ceases to be a freely convertible Currency on United
     States  Currency  markets,  for any date  thereafter  on which  payment  of
     principal of, or premium,  if any, or interest on, the Debt Securities of a
     series is due, the Company  shall select the Currency of payment for use on
     such date, all as provided in the Debt  Securities of such series.  In such
     event,  the  Company  shall,  as provided  in the Debt  Securities  of such
     series,  notify  the  Trustee  of the  Currency  which it has  selected  to
     constitute  the funds  necessary to meet the Company's  obligations or such
     payment  date and of the amount of such  Currency  to be paid.  Such amount
     shall be determined as provided in the Debt Securities of such series.  The
     payment to the Trustee  with  respect to such payment date shall be made by
     the Company solely in the Currency so selected.

          SECTION 2.14. Wire Transfers.  Notwithstanding  any other provision to
     the contrary in this Indenture,  the Company may make any payment of monies
     required to be deposited  with the Trustee on account of  principal  of, or
     premium,  if any, or interest on, the Debt Securities  (whether pursuant to
     optional or mandatory redemption payments,  interest payments or otherwise)
     by wire transfer of immediately available funds to an account designated by
     the Trustee on or before the date such moneys are to be paid to the Holders
     of the Debt Securities in accordance with the terms hereof.

          SECTION 2.15.  Securities  Issuable in the Form of a Global  Security.
     (a) If the Company shall establish  pursuant to Sections 2.01 and 2.03 that
     the Debt Securities of a particular  series are to be issued in whole or in




<PAGE>


                                       31





part in the  form of one or more  Global  Securities,  then  the  Company  shall
execute and the Trustee or its agent shall,  in  accordance  with Section  2.05,
authenticate  and deliver,  such Global Security or Securities,  which (i) shall
represent,  and  shall  be  denominated  in an  amount  equal  to the  aggregate
principal  amount of,  the  Outstanding  Debt  Securities  of such  series to be
represented by such Global  Security or Securities,  or such portion  thereof as
the Company shall specify in an Officers' Certificate,  (ii) shall be registered
in the name of the  Depositary  for such Global  Security or  securities  or its
nominee,  (iii) shall be delivered by the Trustee or its agent to the Depositary
or  pursuant  to the  Depositary's  instruction  and  (iv)  shall  bear a legend
substantially  to the  following  effect:  "Unless and until it is  exchanged in
whole or in part for the individual Debt  Securities  represented  hereby,  this
Global Security may not be transferred  except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another  nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor  Depositary",  or such other
legend as may then be required  by the  Depositary  for such Global  Security or
Securities.

                  (b)  Notwithstanding  any other provision of this Section 2.15
or of Section 2.07 to the contrary,  and subject to the  provisions of paragraph
(c) below,  unless the terms of a Global Security  expressly  permit such Global
Security to be exchanged in whole or in part for definitive  Debt  Securities in
registered form, a Global Security may be transferred,  in whole but not in part
and in the manner  provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the  Depositary,  or by the Depositary or a
nominee of the  Depositary to a successor  Depositary  for such Global  Security
selected  or  approved  by  the  Company,  or to a  nominee  of  such  successor
Depositary.

                  (c) (i) If at any time the Depositary for a Global Security or
Securities  notifies  the Company  that it is unwilling or unable to continue as
Depositary  for  such  Global  Security  or  Securities  or if at any  time  the
Depositary  for the Debt  Securities for such series shall no longer be eligible
or in good standing under the Exchange Act or other applicable statute,  rule or
regulation,  the Company  shall appoint a successor  Depositary  with respect to
such Global  Security or Securities.  If a successor  Depositary for such Global
Security or Securities is not appointed by the Company  within 90 days after the




<PAGE>


                                       32





Company receives such notice or becomes aware of such ineligibility, the Company
shall execute, and the Trustee or its agent, upon receipt of a Company order for
the  authentication  and delivery of such  individual  Debt  Securities  of such
series in exchange  for such Global  Security,  will  authenticate  and deliver,
individual  Debt Securities of such series of like tenor and terms in definitive
form in an  aggregate  principal  amount  equal to the  principal  amount of the
Global Security in exchange for such Global Security or securities.

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

                  (iii) If  specified by the Company  pursuant to Sections  2.01
and 2.03 with  respect to Debt  Securities  issued or  issuable in the form of a
Global  Security,  the  Depositary  for such Global  Security may surrender such
Global  Security in exchange in whole or in part for individual  Debt Securities
of such series of like tenor and terms in  definitive  form on such terms as are
acceptable  to the  Company,  the Trustee  and such  Depositary.  Thereupon  the
Company  shall  execute,  and the Trustee or its agent upon receipt of a Company
Order for the  authentication and delivery of definitive Debt Securities of such
series shall  authenticate  and deliver,  without  service  charge,  (1) to each
Person  specified by such  Depositary a new Debt  Security or  Securities of the
same  series  of like  tenor and terms  and of any  authorized  denomination  as
requested by such Person in aggregate  principal amount equal to and in exchange
for such Persons  beneficial  interest in the Global  Security;  and (2) to such
Depositary  a new Global  Security of like tenor and terms and in an  authorized
denomination  equal to the difference,  if any,  between the principal amount of
the  surrendered  Global  Security and the  aggregate  principal  amount of Debt
Securities delivered to Holders thereof.

                  (iv)  In any  exchange  provided  for in any of the  preceding
three  paragraphs,  the Company  will  execute and the Trustee or its agent will
authenticate and deliver  individual Debt  Securities.  Upon the exchange of the


<PAGE>


                                       33



entire  principal  amount of a Global Security for individual  Debt  Securities,
such Global  Security  shall be canceled by the Trustee or its agent.  Except as
provided in the preceding  paragraph,  Registered  Securities issued in exchange
for a Global Security  pursuant to this Section 2.15 shall be registered in such
names and in such  authorized  denominations  as the  Depositary for such Global
Security,  pursuant to instructions from its direct or indirect  participants or
otherwise,  shall  instruct  the  Trustee or the  Registrar.  The Trustee or the
Registrar shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.

                  (v)  Payments in respect of the  principal  of and interest on
any Debt Securities registered in the name of the Depositary or its nominee will
be payable to the  Depositary or such nominee in its capacity as the  registered
owner of such Global Security.  The Company and the Trustee may treat the Person
in whose name the Debt Securities, including the Global Security, are registered
as the owner thereof for the purpose of receiving  such payments and for any and
all other purposes whatsoever.  None of the Company, the Trustee, any Registrar,
the  paying  agent or any  agent of the  Company  or the  Trustee  will have any
responsibility  or  liability  for (a) any aspect of the records  relating to or
payments  made on account of the  beneficial  ownership  interests of the Global
Security by the Depositary or its nominee or any of the  Depositary's  direct or
indirect participants, or for maintaining,  supervising or reviewing any records
of the  Depositary,  its nominee or any of its direct or  indirect  participants
relating to the beneficial  ownership interests of the Global Security,  (b) the
payments to the beneficial  owners of the Global Security of amounts paid to the
Depositary or its nominee,  or (c) any other matter  relating to the actions and
practices  of the  Depositary,  its  nominee  or any of its  direct or  indirect
participants.  None of the Company, the Trustee or any such agent will be liable
for any delay by the Depositary,  its nominee,  or any of its direct or indirect
participants in identifying the beneficial  owners of the Debt  Securities,  and
the Company and the Trustee may  conclusively  rely on, and will be protected in
relying on,  instructions  from the  Depositary  or its nominee for all purposes
(including  with respect to the  registration  and delivery,  and the respective
principal amounts, of the Debt Securities to be issued).

          SECTION 2.16.  Medium Term  Securities.  Notwithstanding  any contrary
     provision  herein,  if  all  Debt  Securities  of a  series  are  not to be
     originally issued at one time, it shall not be necessary for the Company to




<PAGE>


                                       34





deliver to the Trustee an  Officers'  Certificate,  resolutions  of the Board of
Directors,  supplemental  Indenture,  Opinion of Counsel or written order or any
other document  otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05
at or prior to the time of  authentication  of each Debt Security of such series
if such  documents  are delivered to the Trustee or its agent at or prior to the
authentication  upon  original  issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Company to the
Trustee to authenticate  Debt  Securities of such series upon original  issuance
shall  constitute a  representation  and warranty by the Company that, as of the
date of such request, the statements made in the Officers' Certificate delivered
pursuant  to Section  2.05 or 13.05 shall be true and correct as if made on such
date and that the  Opinion  of  Counsel  delivered  at or prior to such  time of
authentication  of an original  issuance of Debt Securities  shall  specifically
state that it shall relate to all  subsequent  issuances of Debt  Securities  of
such  series  that are  identical  to the Debt  Securities  issued  in the first
issuance of Debt Securities of such series.

     A  Company   Order   delivered  by  the  Company  to  the  Trustee  in  the
circumstances  set  forth in the  preceding  paragraph,  may  provide  that Debt
Securities which are the subject thereof will be authenticated  and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or  written  order  of  Persons  designated  in such  written  order  (any  such
telephonic  instructions to be promptly confirmed in writing by such Person) and
that such Persons are  authorized  to determine,  consistent  with the Officers'
Certificate,  supplemental  Indenture  or  resolution  of the Board of Directors
relating  to such  written  order,  such  terms  and  conditions  of  such  Debt
Securities  as  are  specified  in  such  Officers'  Certificate,   supplemental
Indenture or such resolution.

     SECTION 2.17.  Defaulted  Interest.  Any interest on any Debt Security of a
particular series which is payable,  but is not punctually paid or duly provided
for,  on the dates and in the manner  provided  in the Debt  Securities  of such
series  and  in  this  Indenture  (herein  called  "Defaulted  Interest")  shall
forthwith  cease to be payable to the Registered  Holder thereof on the relevant
record date by virtue of having been such Registered  Holder, and such Defaulted
Interest may be paid by the Company,  at its election in each case,  as provided
in clause (i) or (ii) below:




<PAGE>
                                       35

               (i) The  Company  may  elect  to make  payment  of any  Defaulted
          Interest to the Persons in whose names the  Registered  Securities  of
          such  series  are  registered  at the close of  business  on a special
          record date for the payment of such Defaulted Interest, which shall be
          fixed in the following manner: The Company shall notify the Trustee in
          writing of the amount of  Defaulted  Interest  proposed  to be paid on
          each  such  Registered  Security  of 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 equal to the aggregate  amount proposed
          to be paid in  respect  of  such  Defaulted  Interest  or  shall  make
          arrangements satisfactory to the Trustee for such deposit prior to the
          date of the proposed payment,  such money when deposited to be held in
          trust  for the  benefit  of the  Persons  entitled  to such  Defaulted
          Interest as in this clause provided. Thereupon the Trustee shall fix a
          special record date for the payment of such  Defaulted  Interest which
          shall be not more than 15 days and not less than 10 days  prior to the
          date of the  proposed  payment  and not less  than 10 days  after  the
          receipt  by the  Trustee of the notice of the  proposed  payment.  The
          Trustee shall promptly  notify the Company of such special record date
          and, in the name and at the expense of the Company, shall cause notice
          of the  proposed  payment of such  Defaulted  Interest and the special
          record date  therefor to be mailed,  first class postage  prepaid,  to
          each  Holder  thereof at its  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  Registered
          Securities  of such series are  registered at the close of business on
          such special record date.

               (ii) The Company may make  payment of any  Defaulted  Interest on
          the  Registered  Securities  of such series in any other lawful manner
          not inconsistent  with the requirements of any securities  exchange on
          which the Registered Securities of such series 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.

     SECTION 2.18.  Judgments.  The Company may provide pursuant to Section 2.03
for Debt  Securities  of any  series  that (a) the  obligation,  if any,  of the
Company to pay the principal of, and premium,  if any, and interest on, the Debt




<PAGE>


                                       36





Securities  of any  series in a Foreign  Currency  or Dollars  (the  "Designated
Currency")  as may be  specified  pursuant to Section 2.03 is of the essence and
agrees that, to the fullest extent possible under  applicable law,  judgments in
respect  of Debt  Securities  of such  series  shall be given in the  Designated
Currency;  (b) the  obligation of the Company to make payments in the Designated
Currency of the  principal  of, and premium,  if any, and interest on, such Debt
Securities  shall,  notwithstanding  any payment in any other Currency  (whether
pursuant to a judgment or  otherwise),  be discharged  only to the extent of the
amount in the Designated Currency that the Holder receiving such payment may, in
accordance  with normal banking  procedures,  purchase with the sum paid in such
other Currency  (after any premium and cost exchange) on the business day in the
country of issue of the  Designated  Currency  or in the  international  banking
community (in the case of a composite currency) immediately following the day on
which such Holder  receives  such payment;  (c) if the amount in the  Designated
Currency  that may be so  purchased  for any  reason  falls  short of the amount
originally  due,  the  Company  shall  pay  such  additional  amounts  as may be
necessary  to  compensate  for such  shortfall;  and (d) any  obligation  of the
Company  not  discharged  by  such  payment  shall  be  due  as a  separate  and
independent  obligation and, until discharged as provided herein, shall continue
in full force and effect.


                                   ARTICLE III

                          Redemption of Debt Securities

     SECTION  3.01.  Applicability  of Article.  The  provisions of this Article
shall be  applicable to the Debt  Securities of any series which are  redeemable
before their Stated  Maturity  except as otherwise  specified as contemplated by
Section 2.03 for Debt Securities of such series.

     SECTION 3.02. Notice of Redemption;  Selection of Debt Securities.  In case
the Company shall desire to exercise the right to redeem all or, as the case may
be,  any part of the Debt  Securities  of any  series in  accordance  with their
terms,  a resolution of the Board of Directors of the Company or a  supplemental
Indenture,  the Company shall fix a date for redemption and shall give notice of
such  redemption  at least 30 and not more than 60 days  prior to the date fixed
for  redemption  to the  Holders  of Debt  Securities  of such  series  so to be
redeemed as a whole or in part,  in the manner  provided in Section  13.03.  The
notice if given in the manner herein provided shall be conclusively  presumed to




<PAGE>


                                       37



have been duly given,  whether or not the Holder  receives  such notice.  In any
case,  failure to give such  notice or any defect in the notice to the Holder of
any Debt Security of a series  designated  for  redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security of such series.

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which Debt Securities of such series are to be redeemed,
the Place or Places of Payment that payment will be made upon  presentation  and
surrender of such Debt  Securities,  that any interest accrued to the date fixed
for redemption will be paid as specified in said notice,  that the redemption is
for a sinking fund payment (if  applicable),  that,  if the Company  defaults on
making  such  redemption  payment or if the Debt  Securities  of that series are
subordinated pursuant to the terms of Article XII the paying agent is prohibited
from making such payment  pursuant to the terms of this  Indenture,  that on and
after said date any interest  thereon or on the portions  thereof to be redeemed
will cease to accrue,  that in the case of Original  Issue  Discount  Securities
original issue discount  accrued after the date fixed for redemption  will cease
to accrue, the terms of the Debt Securities of that series pursuant to which the
Debt Securities of that series are being redeemed and that no  representation is
made as to the  correctness or accuracy of the CUSIP number,  if any,  listed in
such notice or printed on the Debt  Securities of that series.  If less than all
the Debt  Securities  of a series are to be  redeemed  the notice of  redemption
shall  specify  the CUSIP  numbers of the Debt  Securities  of that series to be
redeemed.  In case any Debt Security of a series is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for  redemption,
upon surrender of such Debt Security,  a new Debt Security or Debt Securities of
that series will be issued in principal  amount equal to the unredeemed  portion
thereof.

     At least 60 days before the redemption date unless the Trustee  consents to
a shorter period, the Company shall give notice to the Trustee of the redemption
date, the principal  amount of Debt Securities to be redeemed and the series and
terms of the Debt Securities  pursuant to which such redemption will occur. Such
notice  shall be  accompanied  by an  Officers'  Certificate  and an  Opinion of
Counsel from the Company to the effect that such redemption will comply with the
conditions  herein.  If fewer than all the Debt Securities of a series are to be
redeemed,  the record date relating to such redemption  shall be selected by the




<PAGE>


                                       38





Company and given to the  Trustee,  which  record date shall be not less than 15
days after the date of notice to the Trustee.

     On or  prior to the  redemption  date for any  Registered  Securities,  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) an
amount of money in the Currency in which such Debt  Securities  are  denominated
(except as provided  pursuant to Section 2.03)  sufficient to pay the redemption
price of such  Registered  Securities  or any  portions  thereof  that are to be
redeemed on that date.

     If less than all the Debt  Securities  of like  tenor and terms of a series
are to be redeemed (other than pursuant to mandatory  sinking fund  redemptions)
the Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Debt Securities of that series or portions thereof (in
multiples of $1,000) to be redeemed.  In any case where more than one Registered
Security  of such  series is  registered  in the same name,  the  Trustee in its
discretion may treat the aggregate  principal amount so registered as if it were
represented  by one  Registered  Security  of such  series.  The  Trustee  shall
promptly  notify the  Company in writing  of the Debt  Securities  selected  for
redemption  and,  in the  case  of any  Debt  Securities  selected  for  partial
redemption,  the principal  amount thereof to be redeemed.  If any Debt Security
called  for  redemption  shall not be so paid  upon  surrender  thereof  on such
redemption  date,  the  principal,  premium,  if any,  and  interest  shall bear
interest  until  paid  from the  redemption  date at the rate  borne by the Debt
Securities of that series.  If less than all the Debt Securities of unlike tenor
and terms of a series are to be redeemed,  the particular  Debt Securities to be
redeemed  shall be selected by the Company.  Provisions of this  Indenture  that
apply to Debt  Securities  called for redemption  also apply to portions of Debt
Securities called for redemption.

     SECTION 3.03.  Payment of Debt Securities Called for Redemption.  If notice
of redemption has been given as provided in Section 3.02, the Debt Securities or
portions of Debt  Securities of the series with respect to which such notice has
been given  shall  become due and payable on the date and at the Place or Places
of Payment stated in such notice at the applicable  redemption  price,  together
with any  interest  accrued to the date fixed for  redemption,  and on and after
said  date  (unless  the  Company  shall  default  in the  payment  of such Debt
Securities  at the  applicable  redemption  price,  together  with any  interest




<PAGE>


                                       39





accrued to said date) any  interest on the Debt  Securities  or portions of Debt
Securities of any series so called for redemption  shall cease to accrue and any
original issue discount in the case of Original Issue Discount  Securities shall
cease to accrue.  On  presentation  and surrender of such Debt Securities at the
Place or Places of Payment in said notice specified, the said Debt Securities or
the specified  portions thereof shall be paid and redeemed by the Company at the
applicable  redemption price,  together with any interest accrued thereon to the
date fixed for redemption.

     Any Debt Security that is to be redeemed only in part shall be  surrendered
at the  corporate  trust office or such other office or agency of the Company as
is specified  pursuant to Section  2.03,  if the Company,  the  Registrar or the
Trustee so requires,  due endorsement by, or a written instrument of transfer in
form  satisfactory  to the Company,  the Registrar and the Trustee duly executed
by, the Holder  thereof or his  attorney  duly  authorized  in writing,  and the
Company shall  execute,  and the Trustee shall  authenticate  and deliver to the
Holder of such Debt Security without service charge, a new Debt Security or Debt
Securities  of the same  series,  of like  tenor  and  form,  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 Debt Security
so surrendered;  except that if a Global Security is so surrendered, the Company
shall execute,  and the Trustee shall authenticate and deliver to the Depositary
for such Global  Security,  without service  charge,  a new Global Security in a
denomination  equal  to  and in  exchange  for  the  unredeemed  portion  of the
principal of the Global Security so surrendered.  In the case of a Debt Security
providing  appropriate  space for such  notation,  at the  option of the  Holder
thereof,  the  Trustee,  in lieu  of  delivering  a new  Debt  Security  or Debt
Securities  as  aforesaid,  may make a  notation  on such Debt  Security  of the
payment of the redeemed portion thereof.

     SECTION 3.04.  Mandatory and Optional  Sinking Funds. The minimum amount of
any sinking fund payment  provided  for by the terms of Debt  Securities  of any
series,  resolution  of the Board of  Directors or a  supplemental  Indenture 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 Debt  Securities of
any series,  resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an "optional sinking fund payment".




<PAGE>


                                       40





     In lieu of making all or any part of any  mandatory  sinking  fund  payment
with respect to any Debt  Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee  Debt  Securities  of that series  theretofore
purchased  or  otherwise  acquired by the Company or (b) receive  credit for the
principal  amount of Debt  Securities  of that series  which have been  redeemed
either  at the  election  of the  Company  pursuant  to the  terms of such  Debt
Securities  or through  the  application  of  permitted  optional  sinking  fund
payments  pursuant  to  the  terms  of  such  Debt  Securities,   resolution  or
supplemental  Indenture;  provided,  that  such  Debt  Securities  have not been
previously so credited.  Such Debt Securities shall be received and credited for
such  purpose by the  Trustee at the  redemption  price  specified  in such Debt
Securities,   resolution  or  supplemental   Indenture  for  redemption  through
operation  of the sinking  fund and the amount of such  mandatory  sinking  fund
payment shall be reduced accordingly.

     SECTION 3.05. Redemption of Debt Securities for Sinking Fund. Not less than
60 days  prior  to each  sinking  fund  payment  date  for  any  series  of Debt
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, any resolution or supplemental  Indenture,
the portion thereof,  if any, which is to be satisfied by payment of cash in the
Currency in which the Debt Securities of such series are denominated  (except as
provided pursuant to Section 2.03) and the portion thereof,  if any, which is to
be satisfied by delivering and crediting Debt Securities of that series pursuant
to this Section 3.05 (which Debt Securities,  if not previously  redeemed,  will
accompany  such  certificate)  and whether the Company  intends to exercise  its
right to make any permitted  optional  sinking fund payment with respect to such
series.  Such certificate shall also state that no Event of Default has occurred
and is  continuing  with  respect  to such  series.  Such  certificate  shall be
irrevocable  and upon its  delivery  the Company  shall be obligated to make the
cash  payment or  payments  therein  referred  to, if any, on or before the next
succeeding  sinking  fund payment  date.  Failure of the Company to deliver such
certificate  (or to deliver the Debt  Securities  specified  in this  paragraph)
shall not constitute a Default,  but such failure shall require that the sinking
fund  payment due on the next  succeeding  sinking  fund  payment  date for that
series  shall be paid  entirely  in cash and shall be  sufficient  to redeem the
principal  amount of such Debt  Securities  subject to a mandatory  sinking fund
payment  without the option to deliver or credit Debt  Securities as provided in




<PAGE>


                                       41





this  Section  3.05 and  without  the right to make any  optional  sinking  fund
payment, if any, with respect to such series.

     Any sinking fund payment or payments  (mandatory or optional)  made in cash
plus any unused  balance of any  preceding  sinking fund  payments  made in cash
which shall equal or exceed  $100,000  (or a lesser sum if the Company  shall so
request) with respect to the Debt  Securities of any particular  series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such  payment is made before a sinking fund  payment  date,  on the
sinking fund payment date  following the date of such payment) to the redemption
of  such  Debt  Securities  at the  Redemption  Price  specified  in  such  Debt
Securities,  resolution or  supplemental  Indenture for operation of the sinking
fund together with any accrued  interest to the date fixed for  redemption.  Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular  series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such  series  and not held for the  payment or  redemption  of  particular  Debt
Securities  shall be applied by the  Trustee,  together  with other  moneys,  if
necessary,  to be deposited  sufficient  for the purpose,  to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.

     The Trustee  shall  select the Debt  Securities  to be  redeemed  upon such
sinking  fund  payment  date in the manner  specified  in the last  paragraph of
Section 3.02 and the Company shall cause notice of the redemption  thereof to be
given  in the  manner  provided  in  Section  3.02  except  that the  notice  of
redemption  shall also  state that the Debt  Securities  are being  redeemed  by
operation  of the  sinking  fund.  Such  notice  having  been  duly  given,  the
redemption  of such  Debt  Securities  shall be made  upon the  terms and in the
manner stated in Section 3.03.

     At least one  business  day before each  sinking  fund  payment  date,  the
Company shall pay to the Trustee (or, if the Company is acting as its own paying
agent,  the  Company  shall  segregate  and hold in  trust) in cash a sum in the
Currency in which the Debt Securities of such series are denominated  (except as
provided  pursuant to Section  2.03) equal to any  interest  accrued to the date




<PAGE>


                                       42





fixed for  redemption of Debt  Securities or portions  thereof to be redeemed on
such sinking fund payment date pursuant to this Section 3.05.

     The Trustee  shall not redeem any Debt  Securities of a series with sinking
fund  moneys  or mail any  notice  of  redemption  of such  Debt  Securities  by
operation  of the  sinking  fund for such  series  during the  continuance  of a
Default  in  payment  of  interest  on such Debt  Securities  or of any Event of
Default  (other  than an Event of Default  occurring  as a  consequence  of this
paragraph)  with respect to such Debt  Securities,  except that if the notice of
redemption of any such Debt  Securities  shall  theretofore  have been mailed in
accordance  with the  provisions  hereof,  the  Trustee  shall  redeem such Debt
Securities  if cash  sufficient  for that purpose  shall be  deposited  with the
Trustee  for that  purpose in  accordance  with the terms of this  Article  III.
Except as aforesaid,  any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys  thereafter
paid into such sinking  fund shall,  during the  continuance  of such Default or
Event of Default,  be held as security for the payment of such Debt  Securities;
provided, however, that in case such Event of Default or Default shall have been
cured or waived as provided  herein,  such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.05.


                                   ARTICLE IV

                       Particular Covenants of the Company

     SECTION 4.01.  Payment of Principal  of, and Premium,  If Any, and Interest
on,  Debt  Securities.  The  Company,  for the  benefit  of each  series of Debt
Securities,  will duly and  punctually pay or cause to be paid the principal of,
and premium,  if any, and interest on, each of the Debt Securities at the place,
at the  respective  times  and in the  manner  provided  herein  and in the Debt
Securities.  Each  installment  of  interest on the Debt  Securities  may at the
Company's  option be paid by  mailing  checks for such  interest  payable to the
Person entitled  thereto to the address of such Person as it appears on the Debt
Security Register maintained pursuant to Section 2.07(a).

     Principal,  premium and interest of Debt  Securities of any series shall be
considered  paid on the date due if on such date the Trustee or any paying agent




<PAGE>


                                       43





holds in accordance with this Indenture money  sufficient to pay in the Currency
in which the Debt Securities of such series are denominated  (except as provided
pursuant to Section 2.03) all  principal,  premium and interest then due and, in
the case of Debt Securities  subordinated  pursuant to the terms of Article XII,
the Trustee or such paying  agent,  as the case may be, is not  prohibited  from
paying  such  money to the  Holders  on that date  pursuant  to the terms of the
Indenture.

     The Company shall pay interest on overdue  principal at the rate  specified
therefor  in  the  Debt   Securities  and  it  shall  pay  interest  on  overdue
installments of interest at the same rate to the extent lawful.

     SECTION  4.02.  Maintenance  of Offices or  Agencies  for  Registration  of
Transfer,  Exchange and Payment of Debt Securities. The Company will maintain in
each Place of Payment  for any  series of Debt  Securities,  an office or agency
where  Debt  Securities  of such  series may be  presented  or  surrendered  for
payment, where Debt Securities of such series may be surrendered for transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Debt  Securities of such series and this  Indenture  may be served.  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,  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
presentations, surrenders, notices and demands.

     The Company may also from time to time  designate  different or  additional
offices or agencies to be  maintained  for such  purposes (in or outside of such
Place of  Payment),  and may from  time to time  rescind  any such  designation;
provided,  however,  that no such  designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt  written  notice to the Trustee of any such  additional
designation or rescission of  designation  and any change in the location of any
such different or additional office or agency.

     SECTION 4.03.  Appointment to Fill a Vacancy in the Office of Trustee.  The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint,  in the manner provided in Section 7.08, a Trustee,  so that there
shall at all times be a Trustee  hereunder  with  respect to each series of Debt
Securities.




<PAGE>


                                       44





     SECTION  4.04.  Duties of Paying  Agents,  etc. (a) The Company shall cause
each paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,  subject
to the provisions of this Section 4.04,

                  (i) that it will  hold all sums  held by it as such  agent for
         the payment of the principal  of, and premium,  if any, or interest on,
         the Debt  Securities of any series (whether such sums have been paid to
         it by the  Company or by any other  obligor on the Debt  Securities  of
         such  series)  in trust  for the  benefit  of the  Holders  of the Debt
         Securities of such series;

                  (ii) that it will give the  Trustee  notice of any  failure by
         the Company  (or by any other  obligor on the Debt  Securities  of such
         series) to make any payment of the principal of and premium, if any, or
         interest on, the Debt  Securities of such series when the same shall be
         due and payable; and

                  (iii) that it will at any time  during the  continuance  of an
         Event of Default,  upon the written  request of the Trustee,  forthwith
         pay to the Trustee all sums so held by it as such agent.

                  (b) If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of, and premium, if any, or interest
on, the Debt Securities if any, of any series, set aside,  segregate and hold in
trust for the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal,  premium, if any, or interest so becoming due.
The Company  will  promptly  notify the Trustee of any failure by the Company to
take such action or the failure by any other obligor on such Debt  Securities to
make any payment of the principal of, and premium,  if any, or interest on, such
Debt Securities when the same shall be due and payable.

                  (c)   Anything   in  this   Section   4.04  to  the   contrary
notwithstanding,  the Company  may, at any time,  for the purpose of obtaining a
satisfaction  and discharge of this Indenture,  or for any other reason,  pay or
cause  to be paid to the  Trustee  all sums  held in  trust by it or any  paying
agent,  as required by this  Section  4.04,  such sums to be held by the Trustee
upon the same terms as those  upon  which such sums were held by the  Company or
such paying agent.

                  (d) Whenever the Company  shall have one or more paying agents
with respect to any series of Debt  Securities,  it will, prior to each due date



<PAGE>


                                       45





of the principal of, and premium, if any, or interest on, any Debt Securities of
such  series,  deposit with any such paying  agent a sum  sufficient  to pay the
principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled  thereto,  and (unless any such paying agent
is the Trustee) the Company  will  promptly  notify the Trustee of its action or
failure so to act.

                  (e)   Anything   in  this   Section   4.04  to  the   contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
4.04 is subject to the provisions of Section 11.05.

     SECTION 4.05. Statement by Officers as to Default. The Company will deliver
to the  Trustee,  on or before a date not more than four months after the end of
each  fiscal  year of the  Company  (currently  ending on June 30 of each  year)
ending  after the date  hereof,  an Officers'  Certificate  stating,  as to each
officer signing such  certificate,  that (i) in the course of his performance of
his duties as an officer of the Company he would  normally have knowledge of any
Default,  (ii) whether or not to the best of his knowledge any Default  occurred
during  such year and (iii) if to the best of his  knowledge  the  Company is in
Default,  specifying  all such Defaults and what action the Company is taking or
proposes  to take with  respect  thereto.  The  Company  also shall  comply with
Section 314(a)(4) of the Trust Indenture Act.

     SECTION 4.06. Further  Instruments and Acts. The Company will, upon request
of the Trustee, execute and deliver such further instruments and do such further
acts as may reasonably be necessary or proper to carry out more  effectually the
purposes of this Indenture.

     SECTION 4.07. Corporate Existence.  Subject to Article X, the Company shall
do or cause to be done all things  necessary  to preserve and keep in full force
and effect the corporate  existence and related rights and  franchises  (charges
and statutory) of the Company and each of its Subsidiaries;  provided,  however,
that the Company  shall not be required to preserve  any such right or franchise
for the corporate  existence of any such Subsidiary if the Board of Directors of
the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the  business of the Company and its  Subsidiaries  as a whole
and that the loss thereof  would not  reasonably  be expected to have a material
adverse  effect  on the  ability  of the  Company  to  perform  its  obligations
hereunder; and provided, further, however, that the foregoing shall not prohibit




<PAGE>


                                       46





a sale,  transfer or  conveyance  of a  Subsidiary  of the Company or any of its
assets in compliance with the terms of this Indenture.

     SECTION  4.08.  Maintenance  of  Properties.  The  Company  shall cause all
material  properties  owned by the Company or any of its Subsidiaries or used or
held  for use in the  conduct  of its  business  or the  business  of any of its
Subsidiaries  to be maintained  and kept in good  condition,  repair and working
order  (ordinary  wear and  tear  excepted)  and  supplied  with  all  necessary
equipment  and  will  cause  to  be  made  all  necessary   repairs,   renewals,
replacements,  betterments and  improvements  thereof,  all as in the reasonable
judgment of the Company  may be  consistent  with sound  business  practice  and
necessary  so that  the  business  carried  on in  connection  therewith  may be
properly conducted at all times; provided, however, that nothing in this Section
shall  prevent the Company from  discontinuing  the  maintenance  of any of such
properties if such discontinuance is, in the reasonable judgment of the Company,
desirable  in  the  conduct  of  its  business  or  the  business  of any of its
Subsidiaries  and not reasonably  expected to have a material  adverse effect on
the ability of the Company to perform its obligations hereunder.

     SECTION 4.09.  Payment of Taxes and Other Claims.  The Company shall pay or
discharge  or cause to be paid or  discharged,  on or  before  the date the same
shall  become due and  payable,  (a) all  taxes,  assessments  and  governmental
charges  levied  or  imposed  upon the  Company  or any of its  Subsidiaries  or
otherwise assessed or upon the income, profits or property of the Company or any
of its  Subsidiaries if failure to pay or discharge the same could reasonably be
expected  to have a material  adverse  effect on the  ability of the  Company to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies,  which, if unpaid, would by law become a Lien upon the property of
the  Company or any of its  Subsidiaries,  except for any Lien  permitted  to be
incurred  under  Section  4.10,  if failure to pay or  discharge  the same could
reasonably be expected to have a material  adverse  effect on the ability of the
Company  to perform  its  obligations  hereunder;  provided,  however,  that the
Company  shall  not be  required  to pay or  discharge  or  cause  to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted and in respect of which appropriate reserves
(in the good faith  judgment of management of the Company) are being  maintained
in accordance with GAAP.




<PAGE>


                                       47





     SECTION  4.10.  Limitation on Liens.  Unless the Company  contemporaneously
secures  the  Debt  Securities  equally  and  ratably  with (or  prior  to) such
obligation,  the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly,  create or permit to exist any Lien on any Principal
Property,  or any  shares  of  stock  or  any  Indebtedness  of  any  Restricted
Subsidiary whether owned on the Issue Date or thereafter acquired,  securing any
obligation except for:

                    (i) Permitted Liens; or


                    (ii) Liens other than those  referred to in Section  4.10(i)
               above securing  Indebtedness if, after giving pro forma effect to
               the  Incurrence  of  such   Indebtedness  (and  the  receipt  and
               application   of  the  proceeds   thereof)  or  the  securing  of
               outstanding Indebtedness, all Indebtedness of the Company and its
               Subsidiaries  secured by Liens on Principal  Property (other then
               Permitted Liens) at the time of determination does not exceed 10%
               of the total consolidated  stockholders'  equityof the Company as
               shown on the audited  consolidated balance sheet contained in the
               latest annual report to stockholders of the Company.



                                    ARTICLE V

                           Holders' Lists and Reports
                         by the Company And the Trustee

     SECTION  5.01.  Company  to  Furnish  Trustee  Information  as to Names and
Addresses of Holders;  Preservation  of Information.  The Company  covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Registered Securities of each series:

                  (a) not more than 15 days after each record date with  respect
         to the payment of interest, if any, a list, in such form as the Trustee
         may  reasonably  require,  of the names and addresses of the Registered
         Holders as of such record date, 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 as of a date not more than 15 days  prior to the time such list is
         furnished;




<PAGE>


                                       48





provided,  however,  that so long as the Trustee  shall be the  Registrar,  such
lists shall not be required to be furnished.

     The  Trustee  shall  preserve,  in as  current  a  form  as  is  reasonably
practicable,  all  information  as to the names and addresses of the Holders (1)
contained  in the most recent list  furnished  to it as provided in this Section
5.01 or (2) received by it in the  capacity of paying agent or Registrar  (if so
acting) hereunder.

     The  Trustee  may  destroy  any List  furnished  to it as  provided in this
Section 5.01 upon receipt of a new List so furnished.

     SECTION 5.02.  Communications to Holders.  Holders may communicate pursuant
to Section 312(b) of the Trust  Indenture Act with other Holders with respect to
their  rights  under this  Indenture or the Debt  Securities.  The Company,  the
Trustee,  the  Registrar  and anyone else shall have the  protection  of Section
312(c) of the Trust Indenture Act.

     SECTION 5.03. Reports by Company. (a) The Company covenants and agrees, and
any obligor hereunder shall covenant and agree, to file with the Trustee, within
15 days after the  Company or such  obligor,  as the case may be, is required to
file the same with the Securities and Exchange Commission,  copies of the annual
reports and of the  information,  documents and other reports (or copies of such
portions of any of the  foregoing  as said  Commission  may from time to time by
rules and regulations  prescribe) which the Company or such obligor, as the case
may be, may be required to file with said  Commission  pursuant to Section 13 or
Section 15(d) of the Exchange  Act; or, if the Company or such  obligor,  as the
case may be, is not required to file information,  documents or reports pursuant
to either of such Sections,  then to file with the Trustee and said  Commission,
in accordance  with rules and  regulations  prescribed from time to time by said
Commission,  such of the supplementary and periodic  information,  documents and
reports  which may be  required  pursuant to Section 13 of the  Exchange  Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

                  (b)  The  Company  covenants  and  agrees,   and  any  obligor
hereunder  shall covenant and agree, to file with the Trustee and the Securities
and Exchange Commission, in accordance with the rules and regulations prescribed
from time to time by said Commission,  such additional  information,  documents,



<PAGE>


                                       49





and reports with respect to compliance  by the Company or such  obligor,  as the
case may be, with the conditions and covenants provided for in this Indenture as
may be required from time to time by such rules and regulations.

     SECTION 5.04.  Reports by Trustee.  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 time and in the manner
provided pursuant thereto.

     Reports pursuant to this Section 5.04 shall be transmitted by mail:

                  (1) to all Registered  Holders,  as the names and addresses of
         such Holders appear in the Debt Security Register;

                  (2) except in the cases of reports under Section  313(b)(2) of
         the Trust  Indenture  Act,  to each  holder of a Debt  Security  of any
         series whose name and address  appear in the  information  preserved at
         the time by the Trustee in accordance with Section 5.02.

     A copy of each report at the time of its mailing to Holders  shall be filed
with the Securities and Exchange  Commission and each stock exchange (if any) on
which the Debt Securities of any series are listed. The Company agrees to notify
promptly the Trustee whenever the Debt Securities of any series become listed on
any stock exchange and of any delisting thereof.

     SECTION  5.05.  Record  Dates for Action by Holders.  If the Company  shall
solicit from the Holders of Debt Securities of any series any action  (including
the  making of any  demand or  request,  the  giving of any  direction,  notice,
consent or waiver or the taking of any other  action),  the Company  may, at its
option,  by resolution  of the Board of Directors,  fix in advance a record date
for the  determination  of  Holders  of Debt  Securities  entitled  to take such
action,  but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action  may be sought or given  before or after the  record  date,  but only the
Holders of Debt  Securities  of record at the close of  business  on such record
date  shall be  deemed to be  Holders  of Debt  Securities  for the  purpose  of
determining  whether  Holders of the requisite  proportion of Debt Securities of
such series  Outstanding  have authorized or agreed or consented to such action,



<PAGE>


                                       50





and for that purpose the Debt  Securities  of such series  Outstanding  shall be
computed as of such record date.


                                   ARTICLE VI

             Remedies of the Trustee and Holders in Event of Default

     SECTION 6.01. Events of Default.  If any one or more of the following shall
have  occurred and be continuing  with respect to Debt  Securities of any series
(each of the following, an "Event of Default"):

                  (a) Default in the payment of any installment of interest upon
         any Debt  Securities  of that series as and when the same shall  become
         due and payable,  whether or not such payment  shall be  prohibited  by
         Article  XII, if  applicable,  and  continuance  of such  default for a
         period of 30 days; or

                  (b) default in the payment of the principal of or premium,  if
         any, on any Debt  Securities  of that series as and when the same shall
         become  due and  payable,  whether at  maturity,  upon  redemption,  by
         declaration, upon required repurchase or otherwise, whether or not such
         payment shall be prohibited by Article XII, if applicable; or

                  (c) default in the payment of any sinking  fund  payment  with
         respect  to any Debt  Securities  of that  series  as and when the same
         shall become due and payable; or

                  (d) failure on the part of the Company to comply with  Article
         X; or

                  (e)  failure  on the part of the  Company  duly to  observe or
         perform any other of the  covenants  or  agreements  on the part of the
         Company in the Debt Securities of that series, in any resolution of the
         Board of  Directors  authorizing  the  issuance  of that series of Debt
         Securities,  in this  Indenture  with  respect to such series or in any
         supplemental  Indenture  with  respect  to such  series  (other  than a
         covenant a default in the  performance  of which is  elsewhere  in this
         Section  specifically  dealt with),  continuing for a period of 60 days
         after the date on which  written  notice  specifying  such  failure and
         requiring  the  Company to remedy the same  shall have been  given,  by
         registered  or certified  mail, to the Company by the Trustee or to the




<PAGE>


                                       51





         Company and the  Trustee  by the  Holders of at least 25% in  aggregate
         principal  amount of the  Debt  Securities  of that  series at the time
         Outstanding; or

                  (f)  Indebtedness  of the  Company  or any  Subsidiary  of the
         Company is not paid  within any  applicable  grace  period  after final
         maturity or is accelerated by the holders thereof because of a default,
         the total amount of such  Indebtedness  unpaid or  accelerated  exceeds
         $30,000,000  or its  Dollar  Equivalent  at the time  and such  default
         remains uncured or such acceleration is not rescinded for 10 days after
         the date on which written notice  specifying such failure and requiring
         the Company to remedy the same shall have been given,  by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Debt Securities of that series at the time Outstanding; or

                  (g) the Company or any of its  Restricted  Subsidiaries  shall
         (i)  voluntarily  commence any proceeding or file any petition  seeking
         relief under Title 11 of the United States Code or any other Federal or
         State  bankruptcy,  insolvency  or  similar  law,  (ii)  consent to the
         institution of, or fail to controvert within the time and in the manner
         prescribed  by law,  any  such  proceeding  or the  filing  of any such
         petition,  (iii) apply for or consent to the appointment of a receiver,
         trustee, custodian, sequestrator or similar official for the Company or
         any  such  Restricted  Subsidiary  or  for a  substantial  part  of its
         property,  (iv) file an answer admitting the material  allegations of a
         petition  filed against it in any such  proceeding,  (v) make a general
         assignment  for the  benefit of  creditors,  (vi) admit in writing  its
         inability or fail  generally to pay its debts as they become due, (vii)
         take  corporate  action  for  the  purpose  of  effecting  any  of  the
         foregoing,  or (viii) take any comparable action under any foreign laws
         relating to insolvency; or

                  (h)  the  entry  of an  order  or  decree  by a  court  having
         competent jurisdiction in the premises for (i) relief in respect of the
         Company or any of its Restricted  Subsidiaries or a substantial part of
         any of their  property  under Title 11 or the United States Code or any
         other Federal or State bankruptcy,  insolvency or similar law, (ii) the
         appointment of a receiver, trustee, custodian,  sequestrator or similar




<PAGE>


                                       52





          official for the Company or any such  Restricted  Subsidiary  or for a
          substantial  part of any of their property (except any decree or order
          appointing  such official of any Restricted  Subsidiary  pursuant to a
          plan  under  which  the  assets  and  operations  of  such  Restricted
          Subsidiary are  transferred to or combined with another  Subsidiary or
          Subsidiaries of the Company or to the Company) or (iii) the winding-up
          or  liquidation  of the  Company  or any  such  Restricted  Subsidiary
          (except any decree or order  approving  or ordering  the winding up or
          liquidation  of the affairs of a Restricted  Subsidiary  pursuant to a
          plan  under  which  the  assets  and  operations  of  such  Restricted
          Subsidiary are  transferred to or combined with another  Subsidiary or
          Subsidiaries  of the  Company  or to the  Company);  and such order or
          decree shall continue  unstayed and in effect for 60 consecutive days;
          or any similar  relief is granted under any foreign laws and the order
          or decree stays in effect for 60 consecutive days; or

                  (i) any other Event of Default provided under the terms of the
         Debt Securities of that series;

then and in each and every  case that an Event of Default  with  respect to Debt
Securities  of that  series at the time  outstanding  occurs and is  continuing,
unless the  principal of and interest on all the Debt  Securities of that series
shall have already become due and payable,  either the Trustee or the Holders of
not less than 25% in aggregate  principal  amount of the Debt Securities of that
series then Outstanding  hereunder,  by notice in writing to the Company (and to
the Trustee if given by Holders),  may declare the principal of (or, if the Debt
Securities  of that series are Original  Issue  Discount Debt  Securities,  such
portion of the principal amount as may be specified in the terms of that series)
and  interest  on all the Debt  Securities  of that series to be due and payable
immediately,  and upon any such  declaration  the same shall become and shall be
immediately  due  and  payable,  anything  in  this  Indenture  or in  the  Debt
Securities of that series contained to the contrary notwithstanding.

     The Holders of a majority in principal  amount of the Debt  Securities of a
particular  series by notice to the Trustee may rescind an acceleration  and its
consequences  if the  rescission  would not conflict with any judgment or decree
already rendered and if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because of
acceleration.  Upon any such  rescission,  the parties  hereto shall be restored
respectively to their several  positions and rights  hereunder,  and all rights,

<PAGE>


                                       53





remedies and powers of the parties hereto shall continue as though no proceeding
had been taken.

     In case the Trustee or any Holder shall have proceeded to enforce any right
under  this  Indenture  and such  proceedings  shall have been  discontinued  or
abandoned  because of such  rescission  or  annulment or for any other reason or
shall have been determined  adversely to the Trustee or such Holder, then and in
every such case the  parties  hereto  shall be  restored  respectively  to their
several positions and rights hereunder,  and all rights,  remedies and powers of
the parties hereto shall continue as though no such proceeding had been taken.

     The foregoing Events of Default shall constitute Events of Default whatever
the  reason  for any such  Event of  Default  and  whether  it is  voluntary  or
involuntary  or is effected  by  operation  of law or pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body.

     The  Company  shall  deliver  to the  Trustee,  within  30 days  after  the
occurrence  thereof,  written notice in the form of an Officers'  Certificate of
any event which with the giving of notice and the lapse of time would  become an
Event of Default  under clause (c),  (d),  (e), (f), (g), (h) or (i), its status
and what action the Company is taking or proposes to take with respect thereto.

     SECTION 6.02.  Collection of Indebtedness  by Trustee,  etc. If an Event of
Default occurs and is continuing, the Trustee, in its own name and as trustee of
an express  trust,  shall be entitled and  empowered to institute  any action or
proceedings at law or in equity for the collection of the sums so due and unpaid
or enforce  the  performance  of any  provision  of the Debt  Securities  of the
affected  series  or this  Indenture,  and may  prosecute  any  such  action  or
proceedings  to judgment or final  decree,  and may enforce any such judgment or
final decree  against the Company or any other obligor upon the Debt  Securities
of such series (and collect in the manner provided by law out of the property of
the  Company  or any  other  obligor  upon the Debt  Securities  of such  series
wherever situated the moneys adjudged or decreed to be payable).

     In case there shall be pending  proceedings  for the  bankruptcy or for the
reorganization  of the Company or any other obligor upon the Debt  Securities of
any series  under  Title 11 of the United  States  Code or any other  Federal or
State bankruptcy,  insolvency or similar law, or in case a receiver,  trustee or




<PAGE>


                                       54





other similar official shall have been appointed for its property, or in case of
any other  similar  judicial  proceedings  relative  to the Company or any other
obligor upon the Debt  Securities of any series,  its creditors or its property,
the Trustee,  irrespective  of whether the  principal of Debt  Securities of any
series shall then be due and payable as therein  expressed or by  declaration or
otherwise  and  irrespective  of whether the Trustee  shall have made any demand
pursuant  to the  provisions  of  this  Section  6.02,  shall  be  entitled  and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
(or, if the Debt  Securities  of such series are Original  Issue  Discount  Debt
Securities,  such  portion of the  principal  amount as may be  specified in the
terms of such series) owing and unpaid in respect of the Debt Securities of such
series,  and to file such  other  papers or  documents  as may be  necessary  or
advisable  in order to have the claims of the Trustee  (including  any claim for
reasonable  compensation to the Trustee, its agents,  attorneys and counsel, and
for  reimbursement  of all expenses and liabilities  Incurred,  and all advances
made, by the Trustee  except as a result of its  negligence or bad faith) and of
the Holders  thereof  allowed in any such judicial  proceedings  relative to the
Company,  or any other  obligor upon the Debt  Securities  of such  series,  its
creditors  or its  property,  and to  collect  and  receive  any moneys or other
property  payable or  deliverable  on any such  claims,  and to  distribute  all
amounts  received  with respect to the claims of such Holders and of the Trustee
on their  behalf,  and any  receiver,  assignee  or  trustee  in  bankruptcy  or
reorganization  is hereby authorized by each of such Holders to make payments to
the Trustee,  and, in the event that the Trustee  shall consent to the making of
payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient  to  cover  reasonable  compensation  to  the  Trustee,  its  agents,
attorneys  and  counsel,  and all  other  reasonable  expenses  and  liabilities
Incurred,  and all  advances  made,  by the  Trustee  except  as a result of its
negligence or bad faith.

     All rights of action and of asserting claims under this Indenture, or under
any of the Debt  Securities,  of any  series,  may be  enforced  by the  Trustee
without the possession of any such Debt Securities or the production  thereof in
any  trial  or other  proceedings  relative  thereto,  and any  such  action  or
proceedings  instituted  by the  Trustee  shall  be  brought  in its own name as
trustee of an express  trust,  and any  recovery  of  judgment  (except  for any
amounts  payable  to the  Trustee  pursuant  to Section  7.06)  shall be for the
ratable  benefit of the Holders of all the Debt  Securities  in respect of which
such action was taken.



<PAGE>


                                       55





     In case of an Event of Default  hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect  and  enforce  any of such  rights,  either  at law or in  equity  or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement  contained  in this  Indenture  or in aid of the exercise of any power
granted in this  Indenture,  or to enforce  any other legal or  equitable  right
vested in the Trustee by this Indenture or by law.

     SECTION 6.03.  Application  of Moneys  Collected by Trustee.  Any moneys or
other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt  Securities  of any series  shall be applied,  after  giving  effect to the
provisions of Article XII, if applicable, in the order following, at the date or
dates  fixed  by the  Trustee  for the  distribution  of such  moneys  or  other
property,  upon  presentation  of the several Debt  Securities of such series in
respect of which moneys or other property have been collected,  and the notation
thereon of the payment,  if only partially  paid, and upon surrender  thereof if
fully paid:

                  First:  To the payment of all money due the
         Trustee pursuant to Section 7.06;

                  Second:   In  case  the  principal  of  the  Outstanding  Debt
         Securities  in respect of which such moneys have been  collected  shall
         not have become due, to the payment of interest on the Debt  Securities
         of such series in the order of the maturity of the installments of such
         interest,  with  interest  (to the extent that such  interest  has been
         collected by the Trustee) upon the overdue  installments of interest at
         the rate or Yield to Maturity (in the case of Original  Issue  Discount
         Debt  Securities)  borne by the Debt  Securities  of such series,  such
         payments to be made ratably to the Persons  entitled  thereto,  without
         discrimination or preference;

                  Third:  In  case  the  principal  of  the   Outstanding   Debt
         Securities  in respect of which such moneys have been  collected  shall
         have become due, by  declaration  or  otherwise,  to the payment of the
         whole  amount  then owing and unpaid upon the Debt  Securities  of such
         series for principal and premium,  if any, and interest,  with interest
         on the overdue  principal and premium,  if any, and (to the extent that
         such  interest  has  been   collected  by  the  Trustee)  upon  overdue




<PAGE>


                                       56





          installments of interest at the rate or Yield to Maturity (in the case
          of  Original  Issue  Discount  Debt  Securities)  borne  by  the  Debt
          Securities  of  such  series;  and,  in  case  such  moneys  shall  be
          insufficient  to pay in full the whole  amount so due and unpaid  upon
          the  Debt  Securities  of such  series,  then to the  payment  of such
          principal  and premium,  if any, and interest,  without  preference or
          priority of  principal  and  premium,  if any,  over  interest,  or of
          interest over principal and premium,  if any, or of any installment of
          interest  over  any  other  installment  of  interest,  or of any Debt
          Security of such series over any Debt Security of such series, ratably
          to the aggregate of such principal and premium,  if any, and interest;
          and

                  Fourth:  The remainder,  if any, shall be paid to the Company,
         its successors or assigns, or to whomsoever may be lawfully entitled to
         receive the same, or as a court of competent jurisdiction may direct.

     The  Trustee  may fix a record  date and  payment  date for any  payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the  Company  shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.

     SECTION  6.04.  Limitation  on  Suits by  Holders.  No  Holder  of any Debt
Security  of any  series  shall have any right by virtue or by  availing  of any
provision of this  Indenture to institute  any action or proceeding at law or in
equity or in  bankruptcy  or  otherwise,  upon or under or with  respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder,  unless such Holder previously shall have given to the Trustee
written  notice of an Event of Default with respect to Debt  Securities  of that
same  series and of the  continuance  thereof and unless the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Debt Securities of
that series shall have made written  request upon the Trustee to institute  such
action or  proceedings  in  respect  of such Event of Default in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
Incurred therein or thereby,  and the Trustee,  for 60 days after its receipt of
such notice,  request and offer of indemnity  shall have failed to institute any
such action or  proceedings  and no  direction  inconsistent  with such  written
request shall have been given to the Trustee  pursuant to Section 6.06; it being



<PAGE>


                                       57





understood and intended,  and being expressly  covenanted by the Holder of every
Debt  Security  with every  other  Holder and the  Trustee,  that no one or more
Holders shall have any right in any manner  whatever by virtue or by availing of
any  provision of this  Indenture to affect,  disturb or prejudice the rights of
any Holders,  or to obtain or seek to obtain  priority over or preference to any
other such Holder,  or to enforce any right under this Indenture,  except in the
manner herein provided and for the equal, ratable and common benefit of all such
Holders.  For the protection  and  enforcement of the provisions of this Section
6.04,  each and every Holder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

     Notwithstanding any other provision in this Indenture,  however,  the right
of any Holder of any Debt  Security to receive  payment of the principal of, and
premium,  if any, and (subject to Section 2.12)  interest on, such Debt Security
on or after the  respective due dates  expressed in such Debt  Security,  and to
institute  suit  for the  enforcement  of any  such  payment  on or  after  such
respective dates,  shall not be impaired or effected without the consent of such
Holder.

     SECTION 6.05. Remedies Cumulative;  Delay or Omission in Exercise of Rights
Not a Waiver of Default. All powers and remedies given by this Article VI to the
Trustee or to the  Holders  shall,  to the extent  permitted  by law,  be deemed
cumulative  and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders,  by judicial  proceedings or otherwise,
to enforce  the  performance  or  observance  of the  covenants  and  agreements
contained in this  Indenture,  and no delay or omission of the Trustee or of any
Holder to exercise any right or power  accruing  upon any Default  occurring and
continuing  as  aforesaid,  shall  impair any such  right or power,  or shall be
construed to be a waiver of any such Default or an  acquiescence  therein;  and,
subject to the provisions of Section 6.04,  every power and remedy given by this
Article VI or by law to the Trustee or to the Holders may be exercised from time
to time,  and as often as shall be deemed  expedient,  by the  Trustee or by the
Holders.

     SECTION  6.06.  Rights of Holders of Majority in  Principal  Amount of Debt
Securities to Direct Trustee and to Waive Default.  The Holders of a majority in
aggregate  principal  amount of the Debt  Securities  of any  series at the time
Outstanding  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 Debt Securities




<PAGE>


                                       58





of such series;  provided,  however,  that such direction shall not be otherwise
than in  accordance  with law and the  provisions  of this  Indenture,  and that
subject to the  provisions of Section 7.01,  the Trustee shall have the right to
decline to follow any such  direction  if the Trustee  being  advised by counsel
shall determine that the action so directed may not lawfully be taken, or if the
Trustee shall by a responsible  officer or officers determine that the action so
directed would involve it in personal liability or would be unjustly prejudicial
to Holders of Debt  Securities of such series not taking part in such direction;
and provided further,  however,  that nothing in this Indenture  contained shall
impair the right of the Trustee to take any action  deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders.  Prior to the
acceleration of the maturity of the Debt  Securities of any series,  as provided
in Section 6.01, the Holders of a majority in aggregate  principal amount of the
Debt  Securities  of that  series at the time  Outstanding  may on behalf of the
Holders of all the Debt  Securities  of that  series  waive any past  Default or
Event of Default and its  consequences  for that series  specified  in the terms
thereof as contemplated by Section 2.03,  except (i) a Default in the payment of
the  principal  of,  and  premium,  if any,  or  interest  on,  any of the  Debt
Securities  and (ii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected  thereby.  In case
of any such  waiver,  such  Default  shall cease to exist,  any Event of Default
arising  therefrom  shall be deemed to have been cured for every purpose of this
Indenture,  and the Company,  the Trustee and the Holders of the Debt Securities
of that series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

     SECTION  6.07.  Trustee  to Give  Notice of  Defaults  Known to It, but May
Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days
after the  occurrence  of a Default known to it with respect to a series of Debt
Securities give to the Holders thereof, in the manner provided in Section 13.03,
notice of all Defaults with respect to such series known to the Trustee,  unless
such Defaults  shall have been cured or waived before the giving of such notice;
provided that, except in the case of Default in the payment of the principal of,
or premium, if any, or interest on, any of the Debt Securities of such series or
in the making of any sinking fund payment with respect to the Debt Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of  directors,  the  executive  committee  or a  committee  of



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directors or  responsible  officers of the Trustee in good faith  determine that
the withholding of such notice is in the interests of the Holders thereof.

     SECTION 6.08.  Requirement  of an Undertaking To Pay Costs in Certain Suits
under the Indenture or Against the Trustee. All parties to this Indenture agree,
and each Holder of any Debt Security by his  acceptance  thereof shall be deemed
to have agreed,  that any court may in its discretion  require,  in any suit for
the  enforcement  of any right or remedy  under this  Indenture,  or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party  litigant in such suit of an  undertaking  to pay the costs of such
suit in the manner and to the extent  provided in the Trust  Indenture  Act, and
that  such  court  may in its  discretion  assess  reasonable  costs,  including
reasonable  attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant;  but the  provisions  of this Section 6.08 shall not apply to any suit
instituted by the Trustee,  to any suit  instituted  by any Holder,  or group of
Holders,  holding in the aggregate more than ten percent in principal  amount of
the Outstanding  Debt Securities of that series or to any suit instituted by any
Holder for the  enforcement  of the payment of the principal of, or premium,  if
any, or interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.


                                   ARTICLE VII

                             Concerning the Trustee

     SECTION 7.01. Certain Duties and  Responsibilities.  The Trustee,  prior to
the  occurrence  of an Event of  Default  and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are  specifically  set forth in this  Indenture.  In case an
Event of Default has occurred (which has not been cured or waived),  the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.




<PAGE>


                                       60





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

                  (a) this subsection shall not be construed to limit the effect
         of the first paragraph of this Section 7.01;

                  (b)  prior  to the  occurrence  of an Event  of  Default  with
         respect  to the Debt  Securities  of a series  and after the  curing or
         waiving of all Events of Default  with respect to such series which may
         have occurred:

                           (1) the duties and  obligations  of the Trustee  with
                  respect to Debt  Securities  of any series shall be determined
                  solely by the express  provisions of this  Indenture,  and the
                  Trustee shall not be liable except for the performance of such
                  duties and  obligations  with  respect  to such  series as are
                  specifically  set  forth  in this  Indenture,  and no  implied
                  covenants or obligations  with respect to such series shall be
                  read into this Indenture against the Trustee; and

                           (2) in the  absence  of bad  faith on the part of the
                  Trustee, the Trustee may conclusively rely, as to the truth of
                  the statements and the  correctness of the opinions  expressed
                  therein,  upon any  certificates or opinions  furnished to the
                  Trustee and conforming to the  requirements of this Indenture;
                  but in the case of any such  certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee,  the Trustee  shall be under a duty to examine
                  the  same to  determine  whether  or not they  conform  to the
                  requirements of this Indenture;  but the Trustee shall examine
                  the  evidence  furnished  to it  pursuant  to Section  5.03 to
                  determine  whether  or  not  such  evidence  conforms  to  the
                  requirement of this Indenture;

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

                  (d) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it with respect to Debt  Securities  of
         any  series  in good  faith in  accordance  with the  direction  of the




<PAGE>


                                       61





Holders  of not less  than a  majority  in  aggregate  principal  amount  of the
Outstanding  Debt  Securities  of that series  relating to the time,  method and
place of conducting any proceeding for any remedy  available to the Trustee,  or
exercising any trust or power  conferred upon the Trustee,  under this Indenture
with respect to Debt Securities of such series.

     None of the  provisions  of this  Indenture  shall  require  the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder,  or in the exercise of any of
its rights or powers,  if there shall be 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 7.02.  Certain Rights of Trustee.  Except as otherwise  provided in
Section 7.01:

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

                  (b) any  request,  direction,  order or demand of the  Company
         mentioned  herein shall be  sufficiently  evidenced by a Company  Order
         (unless  other  evidence  in  respect  thereof  be herein  specifically
         prescribed);  and any  resolution  of the  Board  of  Directors  may be
         evidenced to the Trustee by a copy thereof  certified by the  Secretary
         or an Assistant Secretary of the Company;

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

                  (d) the Trustee  shall be under no  obligation to exercise any
         of the rights or powers vested in it by this  Indenture at the request,




<PAGE>


                                       62





         order or  direction  of any of the Holders  of Debt  Securities  of any
         series  pursuant  to the  provisions  of  this  Indenture,  unless such
         Holders  shall have  offered to  the  Trustee  reasonable  security  or
         indemnity  against the costs,  expenses  and  liabilities  which may be
         Incurred therein or thereby;

                  (e) the  Trustee  shall not be liable for any action  taken or
         omitted  by  it in  good  faith  and  reasonably  believed  by it to be
         authorized or within the discretion or rights or powers  conferred upon
         it by this Indenture;

                  (f) prior to the  occurrence  of an Event of Default and after
         the  curing of all  Events of  Default  which  may have  occurred,  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, approval
         or other paper or document, unless requested in writing to do so by the
         Holders  of a  majority  in  aggregate  principal  amount  of the  then
         outstanding  Debt  Securities  of a  series  affected  by such  matter;
         provided,  however, that if the payment within a reasonable time to the
         Trustee of the costs,  expenses or liabilities likely to be Incurred by
         it in the making of such  investigation  is not,  in the opinion of the
         Trustee,  reasonably assured to the Trustee by the security afforded to
         it by the terms of this Indenture,  the Trustee may require  reasonable
         indemnity against such costs, expenses or liabilities as a condition to
         so proceeding. The reasonable expense of every such investigation shall
         be paid by the Company or, if paid by the  Trustee,  shall be repaid by
         the Company upon demand;

                  (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 by it with due care hereunder; and

                  (h) if any  property  other  then  cash  shall  at any time be
         subject to a Lien in favor of the Holders,  the Trustee,  if and to the
         extent  authorized by a receivership  or bankruptcy  court of competent
         jurisdiction or by the supplemental instrument subjecting such property
         to such lien,  shall be  entitled to make  advances  for the purpose of
         preserving such property or of discharging tax  Liens  or  other  prior
         Liens or encumbrances thereon.


<PAGE>


                                       63


     SECTION  7.03.  Trustee  Not Liable for  Recitals in  Indenture  or in Debt
Securities. The recitals contained herein and in the Debt Securities (except the
Trustee's certificate of authentication) shall be taken as the statements of the
Company,  and the Trustee assumes no  responsibility  for the correctness of the
same. The Trustee makes no  representations as to the validity or sufficiency of
this Indenture or of the Debt Securities of any series,  except that the Trustee
represents  that it is duly  authorized  to execute and deliver this  Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that
the statements  made by it or to be made by it in a Statement of Eligibility and
Qualification  on Form T-1  supplied to the Company are true and  accurate.  The
Trustee shall not be  accountable  for the use or  application by the Company of
any of the Debt Securities or of the proceeds thereof.

     SECTION 7.04.  Trustee,  Paying Agent or Registrar May Own Debt Securities.
The Trustee or any paying agent or  Registrar,  in its  individual  or any other
capacity,  may become the owner or pledgee of Debt Securities and subject to the
provisions  of the Trust  Indenture  Act  relating to  conflicts of interest and
preferential  claims may otherwise deal with the Company with the same rights it
would have if it were not Trustee, paying agent or Registrar.

     SECTION 7.05.  Moneys  Received by Trustee to Be Held in Trust.  Subject to
the provisions of Section 11.05, all moneys received by the Trustee shall, until
used or applied as herein provided,  be held in trust for the purposes for which
they were  received,  but need not be segregated  from other funds except to the
extent  required by law. The Trustee shall be under no liability for interest on
any moneys  received by it hereunder.  So long as no Event of Default shall have
occurred and be  continuing,  all  interest  allowed on any such moneys shall be
paid from time to time to the Company upon a Company Order.

     SECTION 7.06.  Compensation and  Reimbursement.  The Company  covenants and
agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall
be  entitled  to,  reasonable  compensation  for  all  services  rendered  by it
hereunder  (which shall not be limited by any  provision of law in regard to the
compensation  of a trustee  of an  express  trust),  and,  except  as  otherwise
expressly  provided  herein,  the Company  will pay or  reimburse in Dollars the




<PAGE>


                                       64





Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture   (including  the  reasonable   compensation   and  the  expenses  and
disbursements  of its  agents,  attorneys  and  counsel  and of all  Persons not
regularly in its employ)  except any such expense,  disbursement  or advances as
may arise from its  negligence  or bad faith.  The  Company  also  covenants  to
indemnify in Dollars the Trustee for, and to hold it harmless against, any loss,
liability or expense Incurred without negligence, wilful misconduct or bad faith
on the part of the Trustee,  arising out of or in connection with the acceptance
or administration  of this trust or trusts  hereunder,  including the reasonable
costs and  expenses  of  defending  itself  against  any claim of  liability  in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder.  The obligations of the Company under this Section 7.06 to compensate
and  indemnify  the Trustee and to pay or  reimburse  the Trustee for  expenses,
disbursements and advances shall constitute  additional  indebtedness  hereunder
and shall survive the satisfaction and discharge of this Indenture.  The Company
and the Holders agree that such  additional  indebtedness  shall be secured by a
Lien prior to that of the Debt  Securities  upon all  property and funds held or
collected by the Trustee, as such, except funds held in trust for the payment of
principal of, and premium, if any, or interest on, particular Debt Securities.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified  in  Section  6.01(g) or (h)  occurs,  the  expenses  and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

     SECTION 7.07. Right of Trustee to Rely on an Officers' Certificate Where No
Other Evidence Specifically Prescribed.  Except as otherwise provided in Section
7.01,  whenever in the  administration  of the  provisions of this Indenture the
Trustee  shall  deem it  necessary  or  desirable  that a matter  be  proved  or
established prior to taking or suffering or omitting any action hereunder,  such
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may, in the absence of  negligence  or bad faith on the part of the
Trustee,  be deemed to be  conclusively  proved and  established by an Officers'
Certificate  delivered  to the Trustee and such  certificate,  in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken,  suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.




<PAGE>


                                       65





     SECTION 7.08.  Separate Trustee;  Replacement of Trustee.  The Company may,
but need not,  appoint a  separate  Trustee  for any one or more  series of Debt
Securities.  The Trustee may resign with respect to one or more or all series of
Debt  Securities at any time by giving  notice to the Company.  The Holders of a
majority in principal  amount of the Debt Securities of a particular  series may
remove the  Trustee for such  series and only such  series by so  notifying  the
Trustee and may  appoint a  successor  Trustee.  The  Company  shall  remove the
Trustee if:

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

     If the  Trustee  resigns,  is removed by the Company or by the Holders of a
majority in principal  amount of the Debt Securities of a particular  series and
such Holders do not reasonably  promptly  appoint a successor  Trustee,  or if a
vacancy  exists in the office of Trustee  for any  reason  (the  Trustee in such
event  being  referred to herein as the  retiring  Trustee),  the Company  shall
promptly appoint a successor  Trustee.  No resignation or removal of the Trustee
and no  appointment  of a successor  Trustee  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of this Section 7.08.

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective,  and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture.  The
successor  Trustee  shall  mail a notice of its  succession  to  Holders of Debt
Securities  of each  applicable  series.  The retiring  Trustee  shall  promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the Lien provided for in Section 7.06.

     If a  successor  Trustee  does not take  office  within  60 days  after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the  Holders  of 25% in  principal  amount  of  the  Debt  Securities  of any




<PAGE>


                                       66





applicable  series may  petition  any court of  competent  jurisdiction  for the
appointment of a successor Trustee for the Debt Securities of such series.

     If the  Trustee  fails to comply  with  Section  7.10,  any  Holder of Debt
Securities  of any  applicable  series  may  petition  any  court  of  competent
jurisdiction  for the removal of the Trustee and the  appointment of a successor
Trustee for the Debt Securities of such series.

     Notwithstanding  the  replacement  of the Trustee  pursuant to this Section
7.08,  the  Company's  obligations  under  Section  7.06 shall  continue for the
benefit of the retiring Trustee.

     In the case of the appointment hereunder of a separate or successor trustee
with  respect to the Debt  Securities  of one or more series,  the Company,  any
retiring Trustee and each successor or separate Trustee with respect to the Debt
Securities  of any  applicable  series  shall  execute and deliver an  Indenture
supplemental  hereto (1) which shall contain such  provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring  Trustee with respect to the Debt Securities of any series as to
which any such retiring  Trustee is not retiring  shall continue to be vested in
such retiring  Trustee and (2) that 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
separate,  retiring or successor  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.

     SECTION  7.09.  Successor  Trustee by Merger.  If the Trustee  consolidates
with,  merges or converts  into,  or transfers all or  substantially  all of its
corporate   trust  business  or  assets  to,  another   corporation  or  banking
association,  the  resulting,  surviving or  transferee  corporation  or banking
association without any further act shall be the successor Trustee.

     In case at the time such  successor or successors by merger,  conversion or
consolidation  to the  Trustee  shall  succeed  to the  trusts  created  by this
Indenture  any of the Debt  Securities  shall  have been  authenticated  but not
delivered,  any such  successor  to the  Trustee  may adopt the  certificate  of
authentication of any predecessor  trustee,  and deliver such Debt Securities so




<PAGE>


                                       67





authenticated;  and in case at that  time any of the Debt  Securities  shall not
have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force  which it is  anywhere in the Debt  Securities  or in this  Indenture
provided that the certificate of the Trustee shall have.

     SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times
satisfy the  requirements  of Section  310(a) of the Trust  Indenture  Act.  The
Trustee shall have a combined  capital and surplus of at least  $50,000,000,  as
set forth in its most recent  published  annual report of condition.  No obligor
upon the Debt Securities of a particular series or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall serve
as Trustee upon the Debt  Securities  of such series.  The Trustee  shall comply
with Section 310(b) of the Trust Indenture Act;  provided,  however,  that there
shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture
Act this Indenture or any indenture or indentures  under which other  securities
or certificates of interest or  participation in other securities of the Company
are  outstanding  if the  requirements  for such  exclusion set forth in Section
310(b)(1) of the Trust Indenture Act are met.

     SECTION  7.11.  Preferential  Collection  of Claims  Against  Company.  The
Trustee shall comply with Section 311(a) of the Trust  Indenture Act,  excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who had resigned or been removed  shall be subject to Section  311(a) of
the Trust Indenture Act to the extent indicated therein.

     SECTION 7.12. Compliance with Tax Laws. The Trustee hereby agrees to comply
with  all  U.S.  Federal  income  tax  information   reporting  and  withholding
requirements  applicable  to it with respect to payments of premium (if any) and
interest on the Debt Securities,  whether acting as Trustee, Security Registrar,
paying agent or otherwise with respect to the Debt Securities.





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                                  ARTICLE VIII

                             Concerning the Holders

     SECTION 8.01. Evidence of Action by Holders.  Whenever in this Indenture it
is provided that the Holders of a specified  percentage  in aggregate  principal
amount of the Debt  Securities  of any or all series may take action  (including
the  making of any  demand or  request,  the  giving of any  direction,  notice,
consent or waiver or the taking of any other  action)  the fact that at the time
of taking any such action the Holders of such specified  percentage  have joined
therein may be evidenced (a) by any  instrument or any number of  instruments of
similar  tenor  executed by Holders in person or by agent or proxy  appointed in
writing, (b) by the record of the Holders voting in favor thereof at any meeting
of Holders duly called and held in  accordance  with the  provisions  of Section
5.02 or (c) by a  combination  of such  instrument or  instruments  and any such
record of such a meeting of Holders.

     SECTION  8.02.  Proof of  Execution of  Instruments  and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of
the  execution  of any  instrument  by a Holder or his  agent or proxy  shall be
sufficient if made in accordance with such  reasonable  rules and regulations as
may be prescribed by the Trustee or in such manner as shall be  satisfactory  to
the Trustee.

     The ownership of Registered Securities of any series shall be proved by the
Debt Security Register or by a certificate of the Registrar for such series.

     The Trustee may require such additional  proof of any matter referred to in
this Section 8.02 as it shall deem necessary.

     SECTION  8.03.  Who May Be Deemed  Owner of Debt  Securities.  Prior to due
presentment  for  registration  of  transfer  of any  Registered  Security,  the
Company,  the Trustee, any paying agent and any Registrar may deem and treat the
Person in whose name any Registered  Security shall be registered upon the books
of the Company as the absolute owner of such Registered Security (whether or not
such Registered  Security shall be overdue and  notwithstanding  any notation of
ownership or other writing  thereon) for the purpose of receiving  payment of or
on account of the  principal  of and  premium,  if any,  and (subject to Section
2.03)  interest on such  Registered  Security  and for all other  purposes,  and




<PAGE>


                                       69





neither the Company nor the Trustee nor any paying agent nor any Registrar shall
be affected by any notice to the contrary;  and all such payments so made to any
such  Holder for the time being,  or upon his order,  shall be valid and, to the
extent  of the sum or sums so paid,  effectual  to  satisfy  and  discharge  the
liability for moneys payable upon any such Registered Security.

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

     SECTION 8.04.  Instruments  Executed by Holders Bind Future Holders. At any
time prior to (but not after) the  evidencing  to the  Trustee,  as  provided in
Section  8.01,  of the taking of any action by the Holders of the  percentage in
aggregate  principal  amount of the Debt  Securities of any series  specified in
this  Indenture  in  connection  with such action and  subject to the  following
paragraph,  any Holder of a Debt  Security  which is shown by the evidence to be
included  in the Debt  Securities  the Holders of which have  consented  to such
action may, by filing  written  notice with the Trustee at its  corporate  trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid any such action taken
by the Holder of any Debt  Security  shall be  conclusive  and binding upon such
Holder and upon all future  Holders and owners of such Debt  Security and of any
Debt  Security  issued upon  transfer  thereof or in  exchange  or  substitution
therefor,  irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt  Securities.  Any action taken by the
Holders of the percentage in aggregate  principal  amount of the Debt Securities
of any series  specified in this Indenture in connection  with such action shall
be conclusively binding upon the Company, the Trustee and the Holders of all the
Debt Securities of such series.

     The Company may,  but shall not be obligated  to, fix a record date for the
purpose of  determining  the Holders of Registered  Securities  entitled to give
their  consent  or take any  other  action  required  or  permitted  to be taken
pursuant to this Indenture.  If a record date is fixed, then notwithstanding the
immediately  preceding  paragraph,  those Persons who were Holders of Registered
Securities  at such record  date (or their duly  designated  proxies),  and only
those  Persons,  shall be entitled to give such consent or to revoke any consent
previously  given or to take  any  such  action,  whether  or not  such  Persons




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                                       70





continue to be Holders of Registered  Securities after such record date. No such
consent  shall be valid or  effective  for more than 120 days after such  record
date unless the consent of the Holders of the percentage in aggregate  principal
amount of the Debt  Securities of such series  specified in this Indenture shall
have been received within such 120-day period.


                                   ARTICLE IX

                             Supplemental Indentures

     SECTION 9.01. Purposes for Which Supplemental Indenture May Be Entered into
Without Consent of Holders. The Company,  when authorized by a resolution of the
Board of  Directors,  and the  Trustee  may from  time to time and at any  time,
without  the  consent  of  Holders,   enter  into  an  Indenture  or  Indentures
supplemental  hereto  (which  shall  conform  to the  provisions  of  the  Trust
Indenture Act as in force at the date of the execution  thereof) for one or more
of the following purposes:

                  (a) to  evidence  the  succession  pursuant  to  Article  X of
         another  Person to the  Company,  or  successive  successions,  and the
         assumption  by the Successor  Company (as defined in Section  10.01) of
         the  covenants,  agreements  and  obligations  of the  Company  in this
         Indenture and in the Debt Securities;

                  (b) to surrender any right or power herein conferred  upon the
         Company,   to  add  to  the  covenants  of  the  Company  such  further
         covenants,  restrictions,  conditions or  provisions for the protection
         of the  Holders  of all or any series of Debt  Securities  (and if such
         covenants  are to be for the  benefit  of less  than all series of Debt
         Securities,  stating that such covenants are  expressly  being included
         solely for the benefit of such series) as  the Board of Directors shall
         consider  to be  for  the  protection  of  the  Holders  of  such  Debt
         Securities,  and  to  make  the  occurrence,   or  the  occurrence  and
         continuance,  of  a  Default  in  any  of  such  additional  covenants,
         restrictions,   conditions  or  provisions  a  Default  or an  Event of
         Default  permitting  the  enforcement  of all  or  any  of the  several
         remedies provided in this Indenture;  provided, that in  respect of any
         such  additional  covenant,  restriction,  condition  or provision such
         supplemental  Indenture  may provide for a particular  period of  grace
         after Default (which period may be shorter or longer  than that allowed
         in the  case  of  other  Defaults)  or may  provide  for  an  immediate
         enforcement  upon such Default or may limit the remedies   available to
         the Trustee upon such Default or may limit the right of the  Holders of
         a majority in aggregate  principal amount of any or all series of  Debt
         Securities to waive such default;



<PAGE>


                                       71







                  (c) to cure any  ambiguity  or to  correct or  supplement  any
         provision  contained  herein,  in any supplemental  Indenture or in any
         Debt  Securities  of any series that may be defective  or  inconsistent
         with  any  other  provision   contained  herein,  in  any  supplemental
         Indenture  or in  the  Debt  Securities  of  such  series;  to  convey,
         transfer,  assign,  mortgage  or  pledge  any  property  to or with the
         Trustee,  or to make such  other  provisions  in regard to  matters  or
         questions  arising under this  Indenture as shall not adversely  affect
         the interests of any Holders of Debt Securities of any series;

                  (d) to modify or amend this  Indenture  in such a manner as to
         permit  the   qualification   of  this   Indenture  or  any   Indenture
         supplemental  hereto under the Trust  Indenture  Act as then in effect,
         except that nothing  herein  contained  shall  permit or authorize  the
         inclusion  in any  Indenture  supplemental  hereto  of  the  provisions
         referred to in Section 316(a)(2) of the Trust Indenture Act;

                  (e)  to add  to or  change  any  of  the  provisions  of  this
         Indenture to change or  eliminate  any  restrictions  on the payment of
         principal  of,  or  premium,   if  any,  or  interest  on,   Registered
         Securities;  provided,  that any such action shall not adversely affect
         the  interests of the Holders of Debt  Securities  of any series in any
         material   respect  or  permit  or  facilitate  the  issuance  of  Debt
         Securities of any series in uncertificated form;

                  (f) to comply with Article X;

                  (g) in the case of any Debt Securities,  if any,  subordinated
         pursuant  to Article  XII, to make any change in Article XII that would
         limit or  terminate  the  benefits  applicable  to any holder of Senior
         Indebtedness (or Representatives therefor) under
         Article XII;

                  (h) to add Guarantees  with respect to the Debt  Securities or
         to secure the Debt Securities;





<PAGE>


                                       72





               (i) to add to, change or eliminate any of the  provisions of this
          Indenture  in  respect  of one or  more  series  of  Debt  Securities;
          provided,  however, that any such addition,  change or elimination not
          otherwise  permitted  under this  Section  9.01 shall (i)  neither (A)
          apply  to  any  Debt  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
          Debt  Security  with  respect to such  provision  or (ii) shall become
          effective only when there is no such Debt Security outstanding;

               (j) to evidence and provide for the acceptance of appointment
         hereunder by a successor  or separate  Trustee with respect to the Debt
         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; and

               (k) to  establish  the form or terms  of Debt  Securities  of any
          series as permitted by Sections 2.01 and 2.03.

     The Trustee is hereby  authorized to join with the Company in the execution
of any such supplemental  Indenture,  to make any further appropriate agreements
and  stipulations  which may be therein  contained and to accept the conveyance,
transfer,  assignment,  mortgage or pledge of any property  thereunder,  but the
Trustee  shall not be  obligated to enter into any such  supplemental  Indenture
which  adversely  affects the Trustee's own rights,  duties or immunities  under
this Indenture or otherwise.

     Any  supplemental  Indenture  authorized by the  provisions of this Section
9.01 may be executed  by the Company and the Trustee  without the consent of the
Holders of any of the Debt Securities at the time  outstanding,  notwithstanding
any of the provisions of Section 9.02.

     In the case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.01 may not make any change that adversely affects
the rights  under  Article  XII of any holder of such Senior  Indebtedness  then
Outstanding  unless the  holders of such  Senior  Indebtedness  (or any group or
Representative thereof authorized to give a consent) consent to such change.

     After an amendment under this Section 9.01 becomes  effective,  the Company
shall mail to Holders  of Debt  Securities  of each  series  affected  thereby a




<PAGE>


                                       73





notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein,  shall not impair or affect the validity of
an amendment under this Section 9.01.

     SECTION  9.02.  Modification  of Indenture  with Consent of Holders of Debt
Securities.  Without  notice to any Holder but with the  consent  (evidenced  as
provided  in  Section  8.01) of the  Holders  of not  less  than a  majority  in
aggregate  principal  amount of the  outstanding  Debt Securities of each series
affected by such  supplemental  Indenture,  the Company,  when  authorized  by a
resolution of the Board of Directors,  and the Trustee may from time to time and
at any time enter into an Indenture or  Indentures  supplemental  hereto  (which
shall conform to the  provisions  of the Trust  Indenture Act as in force at the
date of  execution  thereof)  for the  purpose  of adding any  provisions  to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any  supplemental  Indenture  or of modifying in any manner the rights of the
Holders  of  the  Debt  Securities  of  such  series;  provided,  that  no  such
supplemental Indenture, without the consent of the Holders of each Debt Security
so  affected,  shall (i)  reduce  the  percentage  in  principal  amount of Debt
Securities of any series whose Holders must consent to an amendment; (ii) reduce
the rate of or extend the time for  payment of  interest  on any Debt  Security;
(iii)  reduce  the  principal  of or  extend  the  Stated  Maturity  of any Debt
Security;  (iv)  reduce the  premium  payable  upon the  redemption  of any Debt
Security or change the time at which any Debt  Security may or shall be redeemed
in accordance  with Article III; (v) make any Debt Security  payable in Currency
other  than  that  stated  in the  Debt  Security;  (vi) in the case of any Debt
Security  subordinated  pursuant to Article XII,  make any change in Article XII
that adversely affects the rights of any Holder under Article XII; (vii) release
any security  that may have been granted in respect of the Debt  Securities;  or
(viii) make any change in Section 6.06 or this Section 9.02.

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





<PAGE>


                                       74





     Upon the request of the Company,  accompanied  by a copy of a resolution of
the  Board of  Directors  authorizing  the  execution  of any such  supplemental
Indenture,  and upon the filing  with the  Trustee of evidence of the consent of
Holders as  aforesaid,  the Trustee shall join with the Company in the execution
of such  supplemental  Indenture unless such  supplemental  Indenture  adversely
affects the Trustee's own rights,  duties or immunities  under this Indenture or
otherwise,  in which case the  Trustee  may in its  discretion  but shall not be
obligated to enter into such supplemental Indenture.

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

     In the case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.02 may not make any change that adversely affects
the rights  under  Article  XII of any holder of such Senior  Indebtedness  then
Outstanding  unless the  holders of such  Senior  Indebtedness  (or any group or
Representative thereof authorized to give a consent) consent to such change.

     After an amendment under this Section 9.02 becomes  effective,  the Company
shall mail to Holders  of Debt  Securities  of each  series  affected  thereby a
notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein,  shall not impair or affect the validity of
an amendment under this Section 9.02.

     SECTION 9.03. Effect of Supplemental Indentures.  Upon the execution of any
supplemental  Indenture  pursuant  to the  provisions  of this  Article IX, this
Indenture  shall be and be deemed  to be  modified  and  amended  in  accordance
therewith and the respective rights, limitations of rights, obligations,  duties
and immunities under this Indenture of the Trustee,  the Company and the Holders
shall thereafter be determined,  exercised and enforced hereunder subject in all
respects to such modifications and amendments,  and all the terms and conditions
of any such  supplemental  Indenture  shall be and be  deemed  to be part of the
terms and conditions of this Indenture for any and all purposes.

     The  Trustee,  subject to the  provisions  of Sections  7.01 and 7.02,  may
receive an  Officers'  Certificate  and an  Opinion  of  Counsel  as  conclusive
evidence that any such  supplemental  Indenture  complies with the provisions of
this Article IX.




<PAGE>


                                       75


     SECTION 9.04.  Debt Securities May Bear Notation of Changes by Supplemental
Indentures.  Debt Securities of any series authenticated and delivered after the
execution  of any  supplemental  Indenture  pursuant to the  provisions  of this
Article IX 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.  New Debt Securities of any series so modified as to conform,  in the
opinion of the Trustee and the Board of Directors,  to any  modification of this
Indenture  contained  in any such  supplemental  Indenture  may be prepared  and
executed by the Company,  authenticated by the Trustee and delivered in exchange
for the Debt  Securities  of such series then  outstanding.  Failure to make the
appropriate  notation or to issue a new Debt  Security of such series  shall not
affect the validity of such amendment.


                                    ARTICLE X

                    Consolidation, Merger, Sale or Conveyance

     SECTION 10.01. Consolidations and Mergers of the Company. The Company shall
not consolidate  with or merge with or into any Person,  or convey,  transfer or
lease all or substantially  all its assets,  unless:  (i) either (a) the Company
shall be the  continuing  Person in the case of a merger  or (b) the  resulting,
surviving  or  transferee  Person  if other  than the  Company  (the  "Successor
Company")  shall be a corporation  organized and existing  under the laws of the
United  States,  any State thereof or the District of Columbia and the Successor
Company shall expressly assume, by an Indenture  supplemental  hereto,  executed
and  delivered  to the Trustee,  in form  satisfactory  to the Trustee,  all the
obligations of the Company under the Debt  Securities  according to their tenor,
and this Indenture;  (ii)  immediately  after giving effect to such  transaction
(and  treating any  Indebtedness  which  becomes an  obligation of the Successor
Company or any  Subsidiary  of the  Company as a result of such  transaction  as
having been Incurred by the Successor  Company or such Subsidiary at the time of
such transaction),  no Default or Event of Default would occur or be continuing;
and  (iii)  the  Company  shall  have  delivered  to the  Trustee  an  Officers'
Certificate  and an Opinion of Counsel,  each stating  that such  consolidation,
merger or transfer  and such  supplemental  Indenture  (if any) comply with this
Indenture.

     SECTION 10.02. Rights and Duties of Successor  Corporation.  In case of any
consolidation or merger,  or conveyance or transfer of the assets of the Company




<PAGE>


                                       76





as an entirety or virtually as an entirety in accordance with Section 10.01, the
Successor Company shall succeed to and be substituted for the Company,  with the
same effect as if it had been named  herein as the party of the first part,  and
the predecessor  corporation  shall be relieved of any further  obligation under
the Indenture and the Debt Securities. The Successor Company thereupon may cause
to be  signed,  and  may  issue  either  in its own  name or in the  name of the
Company,  any or all the Debt Securities  issuable  hereunder which  theretofore
shall not have been signed by the Company and  delivered  to the  Trustee;  and,
upon the order of the Successor Company,  instead of the Company, and subject to
all the terms,  conditions and  limitations in this  Indenture  prescribed,  the
Trustee  shall   authenticate  and  shall  deliver  any  Debt  Securities  which
previously  shall have been signed and  delivered by the officers of the Company
to the Trustee for  authentication,  and any Debt Securities which the Successor
Company  thereafter  shall cause to be signed and  delivered  to the Trustee for
that purpose.  All the Debt  Securities so issued shall in all respects have the
same  legal  rank and  benefit  under  this  Indenture  as the  Debt  Securities
theretofore or thereafter  issued in accordance with the terms of this Indenture
as though all such Debt  Securities had been issued at the date of the execution
hereof.

     In case of any such consolidation,  merger, sale or conveyance such changes
in  phraseology  and  form  (but  not in  substance)  may be  made  in the  Debt
Securities appertaining thereto thereafter to be issued as may be appropriate.


                                   ARTICLE XI

                    Satisfaction and Discharge of Indenture;
                          Defeasance; Unclaimed Moneys

     SECTION  11.01.  Applicability  of Article.  If,  pursuant to Section 2.03,
provision is made for the  defeasance of Debt  Securities of a series,  then the
provisions of this Article XI relating to defeasance of Debt Securities shall be
applicable  except as  otherwise  specified  pursuant  to Section  2.03 for Debt
Securities of such series.

     SECTION 11.02. Satisfaction and Discharge of Indenture:  Defeasance. (a) If
at any time (i) the Company shall have delivered to the Trustee for  cancelation
all Debt Securities of any series theretofore authenticated and delivered (other
than (1) any Debt  Securities  of such series  which shall have been  destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section




<PAGE>


                                       77


2.09 and (2) Debt  Securities  for  whose  payment  money has  theretofore  been
deposited in trust and  thereafter  repaid to the Company as provided in Section
11.05) or (ii) all Debt Securities of such series not  theretofore  delivered to
the Trustee for cancelation  shall have become due and payable,  or are by their
terms  to  become  due and  payable  within  one  year or are to be  called  for
redemption  within one year under  arrangements  satisfactory to the Trustee for
the giving of notice of  redemption,  and the  Company  shall  deposit  with the
Trustee as trust  funds the  entire  amount in the  Currency  in which such Debt
Securities are  denominated  (except as otherwise  provided  pursuant to Section
2.03)  sufficient to pay at maturity or upon  redemption all Debt  Securities of
such series not theretofore delivered to the Trustee for cancelation,  including
principal and premium, if any, and interest due or to become due on such date of
maturity  or  redemption  date,  as the case may be,  and if in either  case the
Company  shall also pay or cause to be paid all other sums payable  hereunder by
the Company,  then this Indenture shall cease to be of further effect (except as
to any  surviving  rights of  registration  of transfer or exchange of such Debt
Securities  herein  expressly  provided  for and rights to receive  payments  of
principal of, and premium,  if any, and interest on, such Debt  Securities) with
respect to the Debt Securities of such series, and the Trustee, on demand of the
Company accompanied by an Officers' Certificate and an opinion of counsel and at
the  cost  and  expense  of  the  Company,   shall  execute  proper  instruments
acknowledging satisfaction of and discharging this Indenture.

     (b) Subject to Sections 11.02(c),  11.03 and 11.07, the Company at any time
may terminate,  with respect to Debt Securities of a particular  series, (i) all
its obligations under the Debt Securities of such series and this Indenture with
respect to the Debt  Securities of such series  ("legal  defeasance  option") or
(ii) its  obligations  with respect to the Debt  Securities of such series under
clause (ii) of Section  10.01 and the related  operation of Section  6.01(d) and
the operation of Sections 6.01(e),  (f) and (i) ("covenant  defeasance option").
The Company may exercise its legal defeasance option  notwithstanding  its prior
exercise of its covenant defeasance option.

     If the Company exercises its legal defeasance  option,  payment of the Debt
Securities of the defeased series may not be accelerated  because of an Event of
Default. If the Company exercises its covenant defeasance option, payment of the
Debt  Securities  of the defeased  series may not be  accelerated  because of an




<PAGE>


                                       78


Event of Default specified in Sections 6.01(d),  (e), (f) and (i) (except to the
extent covenants or agreements referenced in such Sections remain applicable).

     Upon  satisfaction  of the  conditions set forth herein and upon request of
the Company,  the Trustee  shall  acknowledge  in writing the discharge of those
obligations that the Company terminates.

     (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in
Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05,  11.06 and 11.07 shall
survive until the Debt Securities of the defeased series have been paid in full.
Thereafter,  the Company's  obligations in Sections 7.06,  11.05 and 11.06 shall
survive.

     SECTION 11.03. Conditions of Defeasance. The Company may exercise its legal
defeasance  option  or its  covenant  defeasance  option  with  respect  to Debt
Securities of a particular series only if:

                  (1) the Company irrevocably deposits in trust with the Trustee
         money or U.S.  Government  Obligations for the payment of principal of,
         and  premium,  if any, and  interest  on, the Debt  Securities  of such
         series to maturity or redemption, as the case may be;

                  (2) the Company  delivers to the Trustee a certificate  from a
         nationally recognized firm of independent  accountants expressing their
         opinion  that the  payments  of  principal  and  interest  when due and
         without reinvestment on the deposited U.S. Government  Obligations plus
         any deposited money without  investment will provide cash at such times
         and in such amounts as will be sufficient to pay the principal, premium
         and  interest  when due on all the Debt  Securities  of such  series to
         maturity or redemption, as the case may be;

                  (3) 91 days pass  after the  deposit  is made and  during  the
         91-day  period no  Default  specified  in  Section  6.01(g) or (h) with
         respect to the Company  occurs  which is  continuing  at the end of the
         period;

                  (4) no Default has occurred and is  continuing  on the date of
         such deposit and after giving effect thereto;

                  (5) the deposit does not  constitute a default under any other
         agreement  binding on the Company and, if the Debt  Securities  of such
         series are  subordinated  pursuant to Article XII, is not prohibited by
         Article XII;



<PAGE>


                                       79



                  (6) the Company  delivers to the Trustee an Opinion of Counsel
         to the  effect  that the  trust  resulting  from the  deposit  does not
         constitute,  or is qualified as, a regulated  investment  company under
         the Investment Company Act of 1940;

                  (7) in the event of the legal defeasance  option,  the Company
         shall have delivered to the Trustee an Opinion of Counsel  stating that
         (i) the  Company  has  received  from the  Internal  Revenue  Service a
         ruling,  or (ii)  since  the date of this  Indenture  there  has been a
         change in the applicable  Federal income tax law, in either case of the
         effect that,  and based  thereon such Opinion of Counsel  shall confirm
         that, the Holders of Debt  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;

                  (8) in  the  event  of the  covenant  defeasance  option,  the
         Company  shall have  delivered  to the Trustee an Opinion of Counsel to
         the effect that the Holders of Debt  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; and

                  (9)  the  Company   delivers  to  the  Trustee  an   Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the  defeasance  and  discharge of the Debt  Securities of
         such series as contemplated by this Article XI have been complied with.

     Before or after a deposit,  the Company may make arrangements  satisfactory
to the Trustee for the redemption of Debt  Securities of such series at a future
date in accordance with Article III.

     SECTION 11.04.  Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government  Obligations deposited with it pursuant to this Article
XI. It shall  apply the  deposited  money  and the  money  from U.S.  Government
Obligations  through any paying agent and in accordance  with this  Indenture to




<PAGE>


                                       80



the payment of  principal  of, and  premium,  if any,  and interest on, the Debt
Securities  of the  defeased  series.  In the event the Debt  Securities  of the
defeased series are  subordinated  pursuant to Article XII, money and securities
so held in trust are not subject to Article XII.

     SECTION 11.05. Repayment to Company. The Trustee and any paying agent shall
promptly  turn over to the Company upon  request any excess money or  securities
held by them at any time.

     Subject to any  applicable  abandoned  property  law,  the  Trustee and any
paying  agent shall pay to the Company  upon  request any money held by them for
the payment of  principal,  premium or interest  that remains  unclaimed for two
years, and, thereafter,  Holders entitled to such money must look to the Company
for payment as general creditors.

     SECTION 11.06. Indemnity for U.S. Government Obligations. The Company shall
pay and shall  indemnify  the Trustee and the  Holders  against any tax,  fee or
other  charge  imposed  on  or  assessed  against   deposited  U.S.   Government
Obligations  or the  principal  and  interest  received on such U.S.  Government
Obligations.

     SECTION 11.07. Reinstatement.  If the Trustee or any paying agent is unable
to apply  any  money or U.S.  Government  Obligations  in  accordance  with this
Article  XI by  reason  of any  legal  proceeding  or by  reason of any order or
judgment  of  any  court  or  government  authority  enjoining,  restraining  or
otherwise  prohibiting such  application,  the Company's  obligations under this
Indenture and the Debt  Securities  of the defeased  series shall be revived and
reinstated  as though no deposit had occurred  pursuant to this Article XI until
such time as the  Trustee or any  paying  agent is  permitted  to apply all such
money or U.S. Government Obligations in accordance with this Article XI.


                                   ARTICLE XII

                        Subordination of Debt Securities

     SECTION 12.01.  Applicability  of Article;  Agreement To  Subordinate.  The
provisions of this Article XII shall be applicable to the Debt Securities of any
series  (Debt  Securities  of such  series  referred  to in this  Article XII as
"Subordinated  Debt  Securities")  designated,  pursuant  to  Section  2.03,  as
subordinated  to Senior  Indebtedness.  Each Holder by accepting a  Subordinated
Debt Security agrees that the Indebtedness  evidenced by such  Subordinated Debt




<PAGE>


                                       81



Security is  subordinated  in right of payment,  to the extent and in the manner
provided in this  Article XII, to the prior  payment of all Senior  Indebtedness
and that the  subordination is for the benefit of and enforceable by the holders
of Senior  Indebtedness.  All provisions of this Article XII shall be subject to
Section 12.12.

     SECTION 12.02. Liquidation,  Dissolution,  Bankruptcy.  Upon any payment or
distribution  of the assets of the Company to creditors  upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization,  insolvency,  receivership or similar proceeding relating to the
Company or its property:

                  (1)  holders  of  Senior  Indebtedness  shall be  entitled  to
         receive payment in full in cash of the Senior  Indebtedness  (including
         interest  (if  any),  accruing  on  or  after  the  commencement  of  a
         proceeding in bankruptcy, whether or not allowed as a claim against the
         Company in such bankruptcy  proceeding)  before Holders of Subordinated
         Debt  Securities  shall be entitled to receive any payment of principal
         of,  or  premium,  if  any,  or  interest  on,  the  Subordinated  Debt
         Securities; and

                  (2)  until  the  Senior  Indebtedness  is  paid in  full,  any
         distribution to which Holders of Subordinated  Debt Securities would be
         entitled  but for this  Article  XII shall be made to holders of Senior
         Indebtedness  as their  interests may appear,  except that such Holders
         may  receive  shares  of  stock  and  any  debt   securities  that  are
         subordinated to Senior  Indebtedness to at least the same extent as the
         Subordinated Debt Securities.

     SECTION 12.03. Default on Senior Indebtedness.  The Company may not pay the
principal  of, or  premium,  if any,  or  interest  on,  the  Subordinated  Debt
Securities  or make any deposit  pursuant to Article XI and may not  repurchase,
redeem or otherwise retire (except,  in the case of Subordinated Debt Securities
that  provide for a mandatory  sinking  fund  pursuant to Section  3.04,  by the
delivery of Subordinated  Debt Securities by the Company to the Trustee pursuant
to the first paragraph of Section 3.05) any Debt Securities (collectively,  "pay
the Subordinated Debt Securities") if (i) any principal,  premium or interest in
respect of Senior  Indebtedness  is not paid within any applicable  grace period
(including at maturity) or (ii) any other default on Senior  Indebtedness occurs




<PAGE>


                                       82

and the maturity of such Senior  Indebtedness  is accelerated in accordance with
its terms unless,  in either case,  (x) the default has been cured or waived and
any such  acceleration  has been rescinded or (y) such Senior  Indebtedness  has
been  paid in full in cash;  provided,  however,  that the  Company  may pay the
Subordinated Debt Securities  without regard to the foregoing if the Company and
the  Trustee   receive   written   notice   approving   such  payment  from  the
Representative  of each  issue of  Designated  Senior  Indebtedness.  During the
continuance of any default (other than a default described in clause (i) or (ii)
of the preceding sentence) with respect to any Senior  Indebtedness  pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except  such  notice as may be required  to effect  such  acceleration)  or the
expiration  of any  applicable  grace  periods,  the  Company  may  not  pay the
Subordinated  Debt  Securities  for  a  period  (a  "Payment  Blockage  Period")
commencing  upon the receipt by the Company and the Trustee of written notice of
such default  from the  Representative  of any  Designated  Senior  Indebtedness
specifying an election to effect a Payment Blockage Period (a "Blockage Notice")
and ending 179 days  thereafter (or earlier if such Payment  Blockage  Period is
terminated  (i) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage  Notice,  (ii) by repayment in full in cash of
such Designated Senior  Indebtedness or (iii) because the default giving rise to
such Blockage Notice is no longer  continuing).  Notwithstanding  the provisions
described in the immediately  preceding  sentence (but subject to the provisions
contained in the first  sentence of this Section  12.03),  unless the holders of
such Designated Senior  Indebtedness or the Representative of such holders shall
have  accelerated  the  maturity of such  Designated  Senior  Indebtedness,  the
Company  may resume  payments on the  Subordinated  Debt  Securities  after such
Payment Blockage  Period.  Not more than one Blockage Notice may be given in any
consecutive 360-day period,  irrespective of the number of defaults with respect
to any number of issues of Senior  Indebtedness  during such  period;  provided,
however,  that if any Blockage  Notice within such 360-day period is given by or
on behalf of any holders of Designated Senior  Indebtedness (other than the Bank
Indebtedness),  the  Representative  of the Bank  Indebtedness  may give another
Blockage Notice within such period; provided further,  however, that in no event
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the  aggregate  during any 360  consecutive  day
period. For purposes of this Section 12.03, no default or event of default which
existed  or was  continuing  on the  date  of the  commencement  of any  Payment
Blockage Period with respect to the Senior Indebtedness  initiating such Payment


<PAGE>


                                       83





Blockage  Period  shall  be,  or be made,  the  basis of the  commencement  of a
subsequent  Payment  Blockage  Period  by  the  Representative  of  such  Senior
Indebtedness,  whether or not within a period of 360  consecutive  days,  unless
such default or event of default shall have been cured or waived for a period of
not less than 90 consecutive days.

     SECTION 12.04.  Acceleration of Payment of Debt  Securities.  If payment of
the Subordinated Debt Securities is accelerated  because of an Event of Default,
the Company or the Trustee shall  promptly  notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.

     SECTION 12.05.  When  Distribution  Must Be Paid Over. If a distribution is
made to Holders of Subordinated Debt Securities that because of this Article XII
should not have been made to them,  the Holders who  receive  such  distribution
shall  hold it in trust for  holders of Senior  Indebtedness  and pay it over to
them as their interests may appear.

     SECTION 12.06.  Subrogation.  After all Senior Indebtedness is paid in full
and until the  Subordinated  Debt  Securities are paid in full,  Holders thereof
shall be subrogated to the rights of holders of Senior  Indebtedness  to receive
distributions applicable to Senior Indebtedness.  A distribution made under this
Article XII to holders of Senior  Indebtedness  which  otherwise would have been
made to Holders of  Subordinated  Debt Securities is not, as between the Company
and such Holders, a payment by the Company on Senior Indebtedness.

     SECTION  12.07.  Relative  Rights.  This  Article XII defines the  relative
rights  of  Holders  of  Subordinated  Debt  Securities  and  holders  of Senior
Indebtedness. Nothing in this Indenture shall:

                  (1)  impair,  as between  the  Company  and  Holders of either
         Subordinated Debt Securities or Debt Securities,  the obligation of the
         Company, which is absolute and unconditional,  to pay principal of, and
         premium,  if any, and interest on, the Subordinated Debt Securities and
         the Debt Securities in accordance with their terms; or

                  (2) prevent  the Trustee or any Holder of either  Subordinated
         Debt  Securities  or Debt  Securities  from  exercising  its  available
         remedies  upon a  Default,  subject  to the rights of holders of Senior




<PAGE>


                                       84



         Indebtedness to receive distributions  otherwise payable to Holders  of
         Subordinated Debt Securities.

     SECTION 12.08.  Subordination  May Not Be Impaired by Company.  No right of
any  holder  of  Senior   Indebtedness  to  enforce  the  subordination  of  the
Indebtedness  evidenced by the Subordinated Debt Securities shall be impaired by
any act or failure to act by the  Company or by its  failure to comply with this
Indenture.

     SECTION 12.09. Rights of Trustee and Paying Agent.  Notwithstanding Section
12.03,  the  Trustee  or any  paying  agent may  continue  to make  payments  on
Subordinated  Debt  Securities  and shall not be charged  with  knowledge of the
existence of facts that would  prohibit the making of any such payments  unless,
not less than two business days prior to the date of such payment, a responsible
officer of the Trustee receives notice  satisfactory to it that payments may not
be made under this Article XII. The Company, the Registrar,  any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.

     The  Trustee  in its  individual  or any  other  capacity  may hold  Senior
Indebtedness  with the same  rights it would  have if it were not  Trustee.  The
Registrar  and any paying  agent may do the same with like  rights.  The Trustee
shall be entitled to all the rights set forth in this  Article XII with  respect
to any  Senior  Indebtedness  which  may at any time be held by it,  to the same
extent as any other  holder of Senior  Indebtedness;  and nothing in Article VII
shall  deprive the Trustee of any of its rights as such holder.  Nothing in this
Article  XII shall  apply to claims of, or  payments  to, the  Trustee  under or
pursuant to Section 7.06.

     SECTION  12.10.  Distribution  or  Notice  to  Representative.  Whenever  a
distribution is to be made or a notice given to holders of Senior  Indebtedness,
the  distribution may be made and the notice given to their  Representative  (if
any).

     SECTION  12.11.  Article  XII Not to  Prevent  Defaults  or Limit  Right to
Accelerate.  The failure to make a payment  pursuant to the Debt  Securities  by
reason of any provision in this Article XII shall not be construed as preventing
the  occurrence of a Default.  Nothing in this Article XII shall have any effect
on the right of the Holders or the Trustee to accelerate  the maturity of either
the Subordinated Debt Securities or the Debt Securities, as the case may be.


<PAGE>


                                       85



     SECTION  12.12.  Trust Moneys Not  Subordinated.  Notwithstanding  anything
contained  herein to the  contrary,  payments from money or the proceeds of U.S.
Government  Obligations  held in trust  under  Article XI by the Trustee for the
payment of principal of, and premium,  if any, and interest on, the Subordinated
Debt  Securities or the Debt  Securities  shall not be subordinated to the prior
payment of any Senior  Indebtedness or subject to the  restrictions set forth in
this Article XII, and none of the Holders thereof shall be obligated to pay over
any such  amount to the  Company  or any  holder of Senior  Indebtedness  of the
Company or any other creditor of the Company.

     SECTION 12.13.  Trustee  Entitled to Rely. Upon any payment or distribution
pursuant to this Article  XII, the Trustee and the Holders  shall be entitled to
rely (i) upon any order or decree of a court of competent  jurisdiction in which
any  proceedings  of the nature  referred to in Section 12.02 are pending,  (ii)
upon a certificate  of the  liquidating  trustee or agent or other Person making
such payment or distribution to the Trustee or to such Holders or (iii) upon the
Representatives  for the  holders  of Senior  Indebtedness  for the  purpose  of
ascertaining   the  Persons   entitled  to   participate   in  such  payment  or
distribution,  the holders of the Senior  Indebtedness 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
XII. In the event that the Trustee  determines,  in good faith, that evidence is
required  with  respect  to the  right  of any  Person  as a  holder  of  Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article  XII,  the Trustee may  request  such Person to furnish  evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent to which such Person is entitled to participate
in such payment or distribution  and other facts pertinent to the rights of such
Person under this  Article  XII,  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.  The provisions of Sections
7.01 and 7.02 shall be  applicable to all actions or omissions of actions by the
Trustee pursuant to this Article XII.

     SECTION  12.14.  Trustee  to  Effectuate  Subordination.   Each  Holder  by
accepting a Subordinated Debt Security authorizes and directs the Trustee on his




<PAGE>


                                       86





behalf to take such action as may be necessary or  appropriate to acknowledge or
effectuate the subordination between the Holders of Subordinated Debt Securities
and the  holders of Senior  Indebtedness  as  provided  in this  Article XII and
appoints the Trustee as attorney-in-fact for any and all such purposes.

     SECTION  12.15.  Trustee Not Fiduciary for Holders of Senior  Indebtedness.
The  Trustee  shall not be deemed to owe any  fiduciary  duty to the  holders of
Senior  Indebtedness  and shall not be  liable to any such  holders  if it shall
mistakenly pay over or distribute to Holders of Subordinated  Debt Securities or
the Company or any other Person,  money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise.

     SECTION 12.16.  Reliance by Holders of Senior Indebtedness on Subordination
Provisions.  Each Holder by accepting a Subordinated Debt Security  acknowledges
and agrees that the foregoing subordination  provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior Indebtedness,
whether  such Senior  Indebtedness  was created or acquired  before or after the
issuance of the Subordinated  Debt Securities,  to acquire and continue to hold,
or to  continue  to hold,  such  Senior  Indebtedness  and such holder of Senior
Indebtedness  shall be deemed  conclusively to have relied on such subordination
provisions in acquiring and  continuing to hold, or in continuing to hold,  such
Senior Indebtedness.


                                  ARTICLE XIII

                            Miscellaneous Provisions

     SECTION 13.01.  Successors  and Assigns of Company Bound by Indenture.  All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the  Company or the  Trustee  shall bind its  successors  and
assigns, whether so expressed or not.

     SECTION  13.02.  Acts of Board,  Committee or Officer of Successor  Company
Valid.  Any act or proceeding by any provision of this  Indenture  authorized or
required  to be done or  performed  by any  board,  committee  or officer of the
Company  shall and may be done and  performed  with like force and effect by the
like board, committee or officer of any Successor Company.





<PAGE>


                                       87



     SECTION 13.03.  Required Notices or Demands.  Except as otherwise expressly
provided in this Indenture,  any notice or demand which by any provision of this
Indenture  is required or  permitted  to be given or served by the Trustee or by
the  Holders  to or on the  Company  may be given or served  by being  deposited
postage  prepaid in a post  office  letter box in the  United  States  addressed
(until  another  address is filed by the Company  with the  Trustee) as follows:
Swift Energy Company,  Suite 400, 16825 Northchase Drive, Houston,  Texas 77060,
Attn: John R. Alden.  Except as otherwise  expressly provided in this Indenture,
any notice,  direction,  request or demand by the Company or by any Holder to or
upon the Trustee may be given or made,  for all  purposes,  by being  deposited,
postage  prepaid,  in a post office letter box in the United States addressed to
the corporate trust office of the Trustee  initially at [ ], [ ]. The Company or
the  Trustee  by  notice  to the other may  designate  additional  or  different
addresses for subsequent notices or communications.

     Any notice  required or permitted to a Registered  Holder by the Company or
the Trustee  pursuant to the provisions of this Indenture  shall be deemed to be
properly mailed by being  deposited  postage prepaid in a post office letter box
in the United  States  addressed to such Holder at the address of such Holder as
shown on the Debt Security  Register.  Any report pursuant to Section 313 of the
Trust  Indenture Act shall be  transmitted  in compliance  with  subsection  (c)
therein.

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

     In the event of suspension of publication of any Authorized Newspaper or by
reason  of any  other  cause  it  shall  be  impracticable  to  give  notice  by
publication,  then such  notification as shall be given with the approval of the
Trustee shall constitute sufficient notice for every purpose hereunder.

     Failure to mail a notice or  communication  to a Holder or any defect in it
or any defect in any notice by  publication  as to a Holder shall not affect the
sufficiency  of such  notice  with  respect  to other  Holders.  If a notice  or
communication  is  mailed or  published  in the  manner  provided  above,  it is
conclusively presumed duly given.





<PAGE>


                                       88




     SECTION 13.04.  Indenture and Debt Securities to Be Construed in Accordance
with the Laws of the State of New York.  This  Indenture  and each Debt Security
shall  be  deemed  to be New  York  contracts,  and for all  purposes  shall  be
construed  in  accordance  with the laws of said  State  (without  reference  to
principles of conflicts of law) other than Section  5-1401 of New York's General
Obligations Law.

     SECTION 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished
upon Application or Demand by the Company. Upon any application or demand by the
Company to the Trustee to take any action  under any of the  provisions  of this
Indenture,  the Company  shall  furnish to the Trustee an Officers'  Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed  action have been complied  with and an Opinion of Counsel  stating
that, in the opinion of such counsel,  all such  conditions  precedent have been
complied with,  except that in the case of any such  application or demand as to
which the furnishing of such document is specifically  required by any provision
of this  Indenture  relating  to  such  particular  application  or  demand,  no
additional certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this  Indenture  shall  include (1) a statement  that the Person  making such
certificate  or  opinion  has  read  such  covenant  or  condition,  (2) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statements or opinions  contained in such  certificate or opinion are
based,  (3) a statement  that,  in the opinion of such Person,  he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with and (4) a statement  as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     SECTION 13.06.  Payments Due on Legal Holidays.  In any case where the date
of  maturity of interest on or  principal  of and  premium,  if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund  payment  shall not be a business day
at any Place of Payment for the Debt Securities of such series,  then payment of
interest or principal  and  premium,  if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment,  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 date of maturity or the date fixed for  redemption,




<PAGE>


                                       89





and no interest shall accrue for the period after such date. If a record date is
not a business day, the record date shall not be affected.

     SECTION 13.07.  Provisions  Required by Trust Indenture Act to Control.  If
and to the extent that any  provision  of this  Indenture  limits,  qualifies or
conflicts with another provision included in this Indenture which is required to
be included in this Indenture by any of Sections 310 to 318,  inclusive,  of the
Trust Indenture Act, such required provision shall control.

     SECTION 13.08.  Computation of Interest on Debt  Securities.  Interest,  if
any, on the Debt Securities  shall be computed on the basis of a 360-day year of
twelve 30-day  months,  except as may otherwise be provided  pursuant to Section
2.03.

     SECTION 13.09.  Rules by Trustee,  Paying Agent and Registrar.  The Trustee
may make reasonable  rules for action by or a meeting of Holders.  The Registrar
and any paying agent may make reasonable rules for their functions.

     SECTION 13.10.  No Recourse  Against  Others.  An incorporator or any past,
present or future director,  officer,  employee or stockholder,  as such, of the
Company shall not have any liability  for any  obligations  of the Company under
the Debt  Securities or this  Indenture or for any claim based on, in respect of
or by  reason  of such  obligations  or  their  creation.  By  accepting  a Debt
Security, each Holder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Debt Securities.

     SECTION 13.11.  Severability.  In case any provision in this Indenture, the
Debt  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 13.12. Effect of Headings.  The article and section headings herein
and in the Table of Contents are for  convenience  only and shall not affect the
construction hereof.

     SECTION 13.13.  Indenture May Be Executed in  Counterparts.  This Indenture
may be  executed  in any  number  of  counterparts,  each of  which  shall be an
original;  but such counterparts shall together  constitute but one and the same
instrument.




<PAGE>


                                       90




     The Trustee  hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.


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



                                      Swift Energy Company

                                      By:       /s/ Alton D. Heckaman, Jr.
                                                ------------------------------
                                      Name:     Alton D. Heckaman, Jr.
                                      Title     Senior Vice President-Finance
                                                and Chief Financial Officer



                                      Bank One, NA

                                      By:       /s/ Susan K. Brem
                                                ------------------------------
                                      Name:     Susan K. Brem
                                      Title:    Vice President, Corporate Trust



<PAGE>
                                                               Cusip No.
                                                                        --------

                              SWIFT ENERGY COMPANY
                                [   ]% NOTE
                                     DUE [ ]


                              SWIFT ENERGY COMPANY


     Swift Energy Company,  a Texas corporation (the "Company")  promises to pay
to [ ] or registered  assigns,  the  principal sum [sum  indicated on Schedule A
hereof] [ of Dollars] on [ ], [ ].

Interest Payment Dates: [    ] and [    ], commencing [     ], [      ]


Record Date: [      ]    and [        ]


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

     IN WITNESS  WHEREOF,  Swift  Energy  Company has caused this [ ] Note to be
signed manually or by facsimile by its duly  authorized  officer and a facsimile
of its corporate seal to be affixed hereto or imprinted thereon.

Dated:
      ---------------------


                                   SWIFT ENERGY COMPANY

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


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION


This is one of the [    ] Notes due [    ]
described in the within-mentioned Indenture.

 AS TRUSTEE:
--------------------, AS TRUSTEE

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