<PAGE>

                                                                     EXHIBIT 4.2

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                           PROVINCE HEALTHCARE COMPANY

                             SUBORDINATED INDENTURE

                      DATED AS OF __________________, 200__

                               [NAME OF TRUSTEE]

                                   AS TRUSTEE









================================================================================

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I.            DEFINITIONS AND INCORPORATION BY REFERENCE...............1
         Section 1.1.      Definitions.........................................1
         Section 1.2.      Other Definitions...................................6
         Section 1.3.      Incorporation by Reference of Trust
                           Indenture Act.......................................7
         Section 1.4.      Rules of Construction...............................7

ARTICLE II.           THE SECURITIES...........................................8
         Section 2.1.      Issuable in Series..................................8
         Section 2.2.      Establishment of Terms of Series
                           of Securities.......................................8
         Section 2.3.      Execution and Authentication.......................10
         Section 2.4.      Registrar and Paying Agent.........................11
         Section 2.5.      Paying Agent to Hold Money in Trust................11
         Section 2.7.      Transfer and Exchange..............................12
         Section 2.8.      Mutilated, Destroyed, Lost and
                           Stolen Securities..................................12
         Section 2.9.      Outstanding Securities.............................13
         Section 2.10.     Treasury Securities................................13
         Section 2.11.     Temporary Securities...............................14
         Section 2.12.     Cancellation.......................................14
         Section 2.13.     Defaulted Interest.................................14
         Section 2.14.     Record Date........................................14
         Section 2.15.     Global Securities..................................14
         Section 2.16.     CUSIP Numbers......................................15

ARTICLE III.          REDEMPTION..............................................16
         Section 3.1.      Notice to Trustee..................................16
         Section 3.2.      Selection of Securities to be Redeemed.............16
         Section 3.3.      Notice of Redemption...............................16
         Section 3.4.      Effect of Notice of Redemption.....................17
         Section 3.5.      Deposit of Redemption Price........................17
         Section 3.6.      Securities Redeemed in Part........................18

ARTICLE IV.           COVENANTS...............................................18
         Section 4.1.      Payment of Principal and Interest..................18
         Section 4.2.      SEC Reports........................................18
         Section 4.3.      Compliance Certificate.............................18
         Section 4.4.      Stay, Extension and Usury Laws.....................19
         Section 4.5.      Corporate Existence................................19
         Section 4.6.      Taxes..............................................19
         Section 4.7.      Maintenance of Office or Agency....................19

ARTICLE V.            SUCCESSORS..............................................20
         Section 5.1.      When Company May Merge, Etc........................20
         Section 5.2.      Successor Corporation Substituted..................20

ARTICLE VI.           DEFAULTS AND REMEDIES...................................20
         Section 6.1.      Events of Default..................................20
         Section 6.2.      Acceleration of Maturity; Rescission
                           and Annulment......................................22
         Section 6.3.      Collection of Indebtedness and Suits for
                           Enforcement by Trustee.............................23
         Section 6.4.      Trustee May File Proofs of Claim...................23
         Section 6.5.      Trustee May Enforce Claims Without Possession
                           of Securities......................................24
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                                       i
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         Section 6.6.      Application of Money Collected.....................24
         Section 6.7.      Limitation on Suits................................25
         Section 6.8.      Unconditional Right of Holders to Receive
                           Principal and Interest.............................25
         Section 6.9.      Restoration of Rights and Remedies.................25
         Section 6.10.     Rights and Remedies Cumulative.....................26
         Section 6.11.     Delay or Omission Not Waiver.......................26
         Section 6.12.     Control by Holders.................................26
         Section 6.13.     Waiver of Past Defaults............................26
         Section 6.14.     Undertaking for Costs..............................26

ARTICLE VII.          TRUSTEE.................................................27
         Section 7.1.      Duties of Trustee..................................27
         Section 7.2.      Rights of Trustee..................................28
         Section 7.3.      Individual Rights of Trustee.......................29
         Section 7.4.      Trustee's Disclaimer...............................29
         Section 7.5.      Notice of Defaults.................................29
         Section 7.6.      Reports by Trustee to Holders......................29
         Section 7.7.      Compensation and Indemnity.........................30
         Section 7.8.      Replacement of Trustee.............................30
         Section 7.9.      Successor Trustee by Merger, etc...................31
         Section 7.10      Eligibility; Disqualification......................31
         Section 7.11.     Preferential Collection of Claims
                           Against Company....................................32

ARTICLE VIII.         LEGAL DEFEASANCE AND COVENANT DEFEASANCE................32
         Section 8.1.      Option to Effect Legal Defeasance or
                           Covenant Defeasance ...............................32
         Section 8.2.      Legal Defeasance and Discharge.....................32
         Section 8.3.      Covenant Defeasance................................32
         Section 8.4.      Conditions to Legal or Covenant Defeasance.........33
         Section 8.5.      Deposited Money and Government Securities to
                           be Held in Trust; Other Miscellaneous
                           Provisions.........................................34
         Section 8.6.      Repayment to Company...............................35
         Section 8.7.      Reinstatement......................................35

ARTICLE IX.           AMENDMENTS AND WAIVERS..................................35
         Section 9.1.      Without Consent of Holders.........................35
         Section 9.2.      With Consent of Holders............................36
         Section 9.3.      Limitations........................................36
         Section 9.4.      Compliance with Trust Indenture Act................37
         Section 9.5.      Revocation and Effect of Consents..................37
         Section 9.6.      Notation on or Exchange of Securities..............37
         Section 9.7.      Trustee to Sign Amendments;
                           Trustee Protected..................................37

ARTICLE X.            MISCELLANEOUS...........................................38
         Section 10.1.     Trust Indenture Act Controls.......................38
         Section 10.2.     Notices............................................38
         Section 10.3.     Communication by Holders with Other Holders........39
         Section 10.4.     Certificate and Opinion as to
                           Conditions Precedent...............................39
         Section 10.5.     Statements Required in Certificate or Opinion......39
         Section 10.6.     Rules by Trustee and Agents........................40
         Section 10.7.     Legal Holidays.....................................40
         Section 10.8.     No Personal Liability of Directors, Officers,
                           Employees and Stockholders.........................40
         Section 10.9.     Counterparts.......................................40
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                                       ii
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         Section 10.10.    Governing Laws.....................................40
         Section 10.11.    No Adverse Interpretation of Other
                           Agreements.........................................40
         Section 10.12.    Successors.........................................40
         Section 10.13.    Severability.......................................41
         Section 10.14.    Table of Contents, Headings, Etc...................41
         Section 10.15.    Securities in a Foreign Currency or in ECU.........41
         Section 10.16.    Judgment Currency..................................41

ARTICLE XI.           SINKING FUNDS...........................................42
         Section 11.1.     Applicability of Article...........................42
         Section 11.2.     Satisfaction of Sinking Fund Payments
                           with Securities....................................42
         Section 11.3.     Redemption of Securities for Sinking Fund..........43

ARTICLE XII.          SUBSIDIARY GUARANTEES...................................43
         Section 12.1.     Subsidiary Guarantee...............................43
         Section 12.2.     Limitation of Guarantor's Liability................45

ARTICLE XIII.         SUBORDINATION...........................................45
         Section 13.1.     Agreement to Subordinate...........................45
         Section 13.2.     Liquidation; Dissolution; Bankruptcy...............45
         Section 13.3.     Default on Designated Senior Debt..................46
         Section 13.4.     Acceleration of Securities.........................46
         Section 13.5.     When Distribution Must be Paid Over................46
         Section 13.6.     Notice By Company..................................47
         Section 13.7.     Subrogation........................................47
         Section 13.8.     Relative Rights....................................47
         Section 13.9.     Subordination May Not Be Impaired by Company.......48
         Section 13.10.    Distribution or Notice to Representative...........48
         Section 13.11.    Rights of Trustee and Paying Agent.................48
         Section 13.12.    Authorization to Effect Subordination..............48
         Section 13.13.    Amendments ........................................49
         Section 13.14.    Subordination of Subsidiary Guarantees.............49
         Section 13.15.    Liquidation; Dissolution; Bankruptcy
                           of a Guarantor.....................................49
         Section 13.16.    Default on Senior Debt of the Guarantor............49
         Section 13.17.    Acceleration of Securities; Duties
                           of Guarantors......................................50
         Section 13.18.    When Distribution from Guarantor Must
                           Be Paid Over.......................................50
         Section 13.19.    Notice by a Guarantor..............................51
         Section 13.20.    Subrogation with Respect to Any Guarantor..........51
         Section 13.21.    Relative Rights with Respect to Any Guarantor......51
         Section 13.22.    Subordination May Not Be Impaired By
                           Any Guarantor......................................52
         Section 13.23.    Distribution or Notice to Representative
                           with Respect to Any Guarantor......................52
         Section 13.24.    Rights of Trustee and Paying Agent with
                           Respect to Any Guarantor...........................52
         Section 13.25.    Authorization to Effect Subordination with
                           Respect to Any Guarantor...........................52
         Section 13.26.    Amendments with Respect to Any Guarantor...........53
</TABLE>


                                      iii
<PAGE>


                           PROVINCE HEALTHCARE COMPANY



Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated
as of April 3, 2001

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Section 310(a)(1)    ........................................................  7.10
           (a)(2)    ........................................................  7.10
           (a)(3)    ........................................................  Not Applicable
           (a)(4)    ........................................................  Not Applicable
           (a)(5)    ........................................................  7.10
           (b)       ........................................................  7.10
Section 310(c)       ........................................................  Not Applicable
Section 311(a)       ........................................................  7.11
           (b)       ........................................................  7.11
           (c)       ........................................................  Not Applicable
Section 312(a)       ........................................................  2.6
           (b)       ........................................................  10.3
           (c)       ........................................................  10.3
Section 313(a)       ........................................................  7.6
           (b)(1)    ........................................................  7.6
           (b)(2)    ........................................................  7.6
           (c)(1)    ........................................................  7.6
           (c)(2)    ........................................................  7.6
           (c)(3)    ........................................................  7.6
           (d)       ........................................................  7.6
Section 314(a)       ........................................................  4.2, 4.3, 10.5
           (b)       ........................................................  Not Applicable
           (c)(1)    ........................................................  10.4
           (c)(2)    ........................................................  10.4
           (c)(3)    ........................................................  Not Applicable
           (d)       ........................................................  Not Applicable
           (e)       ........................................................  10.5
           (f)       ........................................................  Not Applicable
Section 315(a)       ........................................................  7.1(b)
           (b)       ........................................................  7.5
           (c)       ........................................................  7.1
           (d)       ........................................................  7.1
           (e)       ........................................................  6.14
Section 316(a)       ........................................................  2.10
           (a)(1)(A) ........................................................  6.12
           (a)(1)(B) ........................................................  6.13
           (b)       ........................................................  6.8
Section 316(c)       ........................................................  2.14
Section 317(a)(1)    ........................................................  6.3
           (a)(2)    ........................................................  6.4
           (b)       ........................................................  2.5
Section 318(a)       ........................................................  10.1
           (b)       ........................................................  Not Applicable
           (c)       ........................................................  Not Applicable
</TABLE>

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


                                       iv
<PAGE>

         Subordinated Indenture, dated as of __________, 200__ among Province
Healthcare Company, a Delaware corporation ("Company"), and [NAME OF TRUSTEE], a
________________, as Trustee ("Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Securities issued under this
Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1.  Definitions.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes imposed on
Holders specified therein and which are owing to such Holders.

                  "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 purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities or by agreement or otherwise;
provided, however, that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.

                  "Agent" means any Registrar, Paying Agent or Service Agent.

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general circulation in the
place in connection with which the term is used. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee shall constitute a sufficient publication of
such notice.

                  "Bearer Security" means any Security, including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

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

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

                  "Business Day" means, unless otherwise provided by Board
Resolution, Officers' Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday, Sunday or a legal holiday in The
City of New York or at a place of payment on which banking institutions are
authorized or required by law, regulation or executive order to close.



                                       1

<PAGE>

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be so required to be capitalized on the
balance sheet in accordance with GAAP.

                  "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, including, without limitation, with respect to partnerships, partnership
interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership.

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

                  "Company Order" means a written order signed in the name of
the Company by two Officers.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at _______________________,
Attention: __________, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as a
successor Trustee may designate from time to time by notice to the Holders and
the Company).

                  "Credit Agent" means _________________, in its capacity as
administrative agent for the lenders party to the Credit Agreements, or any
successor or successors party thereto.

                  "Credit Agreements" means each of (i) that certain ___________
Agreement dated as of _________, among the Company, the lenders party thereto
and the Credit Agent, as further amended, restated, supplemented, modified,
renewed, refunded, increased, extended, replaced or refinanced from time to
time and (ii) that certain Participation Agreement, dated as of ___________,
among the Company, Wells Fargo Bank Northwest, National Association as Owner
Trustee, the lenders party thereto, the holder, party thereto and the Credit
Agent, as agent on behalf of the lenders and the holders.

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

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

                  "Designated Senior Debt" means (a) Senior Bank Debt and (b)
other Senior Debt the principal amount of which is $___ million or more at
the date of designation by the Company in a written instrument delivered to the
Trustee; provided that Senior Debt designated as Designated Senior Debt pursuant
to clause (b) shall cease to be Designated Senior Debt at any time that the
aggregate principal amount thereof outstanding is $___ million or less.

                  "Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.



                                       2
<PAGE>

                  "Disqualified Stock" means 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, matures or is
mandatorily redeemable, for cash or other property (other than Capital Stock
that is not Disqualified Stock) pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the Securityholder thereof, in
whole or in part, in each case on or prior to the stated maturity of the
Securities.

                  "Dollars" and "$" mean lawful money of the United States of
America.

                  "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

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

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of the United States of America.

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

                  "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States of
America is pledged.

                  "Guarantee" means, as applied to any obligation, (a) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
obligation to reimburse amounts drawn down under letters of credit securing such
obligations.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates.



                                       3
<PAGE>

                  "Holder" or "Securityholder" means a Person in whose name a
Security is registered or the holder of a Bearer Security.

                  "Indebtedness" means (without duplication), with respect to
any Person, whether recourse is to all or a portion of the assets of such
Person, and whether or not contingent, (a) every obligation of such Person for
money borrowed, (b) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (d)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services, (e) every Capital Lease Obligation and every obligation
of such Person in respect of Sale and Leaseback Transactions that would be
required to be capitalized on the balance sheet in accordance with GAAP, (f) all
Disqualified Stock of such Person valued at the greater of its voluntary or
involuntary maximum fixed repurchase price, plus accrued and unpaid dividends
(unless included in such maximum repurchase price), (g) all obligations of such
Person under or with respect to Hedging Obligations which would be required to
be reflected on the balance sheet as a liability of such Person in accordance
with GAAP and (h) every obligation of the type referred to in clauses (a)
through (g) of another Person and dividends of another Person the payment of
which, in either case, such Person has guaranteed. For purposes of this
definition, the "maximum fixed repurchase price" of any Disqualified Stock that
does not have a fixed repurchase price will be calculated in accordance with the
terms of such Disqualified Stock as if such Disqualified Stock were repurchased
on any date on which Indebtedness is required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Stock, such fair market value will be determined in
good faith by the board of directors of the issuer of such Disqualified Stock.
Notwithstanding the foregoing, trade accounts payable and accrued liabilities
arising in the ordinary course of business and any liability for federal, state
or local taxes or other taxes owed by such Person will not be considered
Indebtedness for purposes of this definition. The amount outstanding at any time
of any Indebtedness issued with original issue discount is the aggregate
principal amount at maturity of such Indebtedness, less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time, as determined in accordance with GAAP.

                  "Indenture" means this Indenture as amended and supplemented
from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder and any related supplemental
indenture.

                  "interest" with respect to any Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

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

                  "Obligations" means any principal, interest (including
post-petition interest, whether or not allowed as a claim in any proceeding),
penalties, fees, costs, expenses, indemnifications, reimbursements, damages and
other liabilities payable under or in connection with any Indebtedness.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the Treasurer, the Controller, the Secretary, any
Assistant Treasurer or any Assistant Secretary of any Person.



                                       4
<PAGE>

                  "Officers' Certificate" means a certificate signed, unless
otherwise specified, by any two of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Controller,
the Secretary and any Assistant Treasurer of the Company, and delivered to the
Trustee.

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

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

                  "Principal" of a Security means the principal of the Security
plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.

                  "Representative" means, for purposes of Article XIII, the
Credit Agent or other agent, trustee or representative for any Senior Debt of
the Company or a Guarantor, as the case may be.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Sale and Leaseback Transaction" means any transaction or
series of related transactions pursuant to which a Person sells or transfers any
property or asset in connection with the leasing, or the resale against
installment payments, of such property or asset to the seller or transferor.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "Securities" means the debentures, notes or other instruments
of Indebtedness of the Company of any Series authenticated and delivered under
this Indenture.

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

                  "Senior Bank Debt" means all Obligations outstanding under or
in connection with the Credit Agreements (including Guarantees of such
Obligations by Subsidiaries of the Company).

                  "Senior Debt" means (a) the Senior Bank Debt and (b) any other
Indebtedness permitted to be incurred by the Company, as the case may be, under
the terms of this Indenture, unless the instrument under which such Indebtedness
is incurred expressly provides that it is on a parity with or subordinated in
right of payment to the Securities or subordinated to Senior Debt on terms
substantially similar to those of the Securities. Notwithstanding anything to
the contrary in the foregoing, Senior Debt shall not include (i) any liability
for federal, state, local or other taxes owed or owing by the Company, (ii) any
Indebtedness of the Company to any of its Subsidiaries or other Affiliates,
(iii) any trade payables or (iv) any Indebtedness that is incurred in violation
of this Indenture provided that such Indebtedness shall be deemed not to have
been incurred in violation of the Indenture for purposes of this clause (iv) if,
in the case of any obligations under the Credit Agreements, the holders of such
obligations or their agent


                                       5
<PAGE>

or representative shall have received a representation from the Company to the
effect that the incurrence of such Indebtedness does not violate the provisions
of this Indenture.

                  "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

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

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

                  "Subsidiary Guarantee" means a Guarantee of a Guarantor
pursuant to Article XII hereof, if any.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

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

         Section 1.2.  Other Definitions.

<TABLE>
<CAPTION>

                           TERM                               DEFINED IN SECTION
------------------------------------------------------        ------------------
<S>                                                                  <C>
"Bankruptcy Law"                                                      6.1
"Benefited Party"                                                    12.1
"Covenant Defeasance"                                                 8.2
"Custodian"                                                           6.1
"Event of Default"                                                    6.1
"Guarantor"                                                          12.1
"Journal"                                                            10.15
"Judgment Currency"                                                  10.16
"Legal Defeasance"                                                    8.2
"Legal Holiday"                                                      10.7
"mandatory sinking fund payment"                                     11.1
"Market Exchange Rate"                                               10.15
</TABLE>



                                       6
<PAGE>
<TABLE>
<CAPTION>

                           TERM                               DEFINED IN SECTION
------------------------------------------------------        ------------------
<S>                                                                  <C>
"New York Banking Day"                                               10.16
"Non-Monetary Default                                                13.3
"Notice of Default"                                                   6.1
"optional sinking fund payment"                                      11.1
"Paying Agent"                                                        2.4
"Payment Blockage Notice"                                            13.3
"Payment Default"                                                    13.3
"Registrar"                                                           2.4
"Required Currency"                                                  10.16
"Service Agent"                                                       2.4
"Successor Person"                                                    5.1
</TABLE>

         Section 1.3.  Incorporation by Reference of Trust Indenture Act.


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

         "Commission" means the SEC.

         "indenture securities" means the Securities and the Subsidiary
Guarantees, if any.

         "indenture security holder" means a Holder or a Securityholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Company, the
         Guarantors, if any, and any successor obligor upon the Securities or
         any Subsidiary Guarantee, as the case may be.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

         Section 1.4  Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

                  (e)      provisions apply to successive events and
         transactions; and



                                       7
<PAGE>

                  (f) references to sections of or rules under the Securities
         Act or the Exchange Act shall be deemed to include substitute,
         replacement or successor sections or rules adopted by the SEC from time
         to time.

                                   ARTICLE II.
                                 THE SECURITIES

         Section 2.1.  Issuable in Series.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ between
Series in respect of any matters, provided that all Series of Securities shall
be equally and ratably entitled to the benefits of the Indenture.

         Section 2.2.  Establishment of Terms of Series of Securities.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.21) by a Board
Resolution, a supplemental indenture or an Officers' Certificate pursuant to
authority granted under a Board Resolution:

                  2.2.1.  the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

                  2.2.2.  the price or prices  (expressed as a percentage of
the principal  amount thereof) at which the Securities of the Series will
be issued;

                  2.2.3.  any limit upon the aggregate principal amount of the
Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6, or any applicable
provision of a supplemental indenture);

                  2.2.4.  the date or dates on which the principal of the
Securities of the Series is payable;

                  2.2.5.  the rate or rates (which may be fixed or variable)
per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange
index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any interest
payment date;

                  2.2.6.  the place or places where the principal of and
interest, if any, on the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means;



                                        8
<PAGE>

                  2.2.7  if applicable, the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Securities of the Series may be redeemed, in whole or in part, at the option of
the Company;

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

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

                  2.2.10.  if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;

                  2.2.11.  the forms of the Securities of the Series in bearer
or fully registered form (and, if in fully registered form, whether the
Securities will be issuable as Global Securities);

                  2.2.12.  if other than the principal amount thereof, the
portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.2;

                  2.2.13.  the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other
than the ECU, the agency or organization, if any, responsible for overseeing
such composite currency;

                  2.2.14.  the designation of the currency, currencies or
currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

                  2.2.15.  if payments of principal of or interest, if any, on
the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  2.2.16.  the manner in which the amounts of payment of
principal of or interest, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock
exchange index or financial index;

                  2.2.17.  the provisions, if any, relating to any security
provided for the Securities of the Series;

                  2.2.18.  any addition to or change in the Events of Default
which applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  2.2.19.  any addition to or change in the covenants set forth
in Articles IV or V which applies to Securities of the Series;



                                       9
<PAGE>

                  2.2.20.  any other terms of the Securities of the Series
(which may modify or delete any provision of this Indenture insofar as it
applies to such Series); and

                  2.2.21.  any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein.

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         Section 2.3.  Execution and Authentication.

         Two Officers shall sign the Securities for the Company by manual or
facsimile signature. An Officer of each Guarantor shall sign the Subsidiary
Guarantee, if any, for the Guarantor by manual or facsimile signature.

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

         A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. Such signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.



                                       10
<PAGE>

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

         Section 2.4.  Registrar and Paying Agent.

         The Company shall maintain, with respect to each Series of Securities,
at the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment ("Paying Agent"), where Securities of such Series may be
surrendered for registration of transfer or exchange ("Registrar") and where
notices and demands to or upon the Company in respect of the Securities of such
Series and this Indenture may be served ("Service Agent"). The Registrar shall
keep a register with respect to each Series of Securities and to their transfer
and exchange. The Company will give prompt written notice to the Trustee of the
name and address, and any change in the name or address, of each Registrar,
Paying Agent or Service Agent. If at any time the Company shall fail to maintain
any such required Registrar, Paying Agent or Service Agent or shall fail to
furnish the Trustee with the name and 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 such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent. The Company or any Guarantor may act as Paying Agent, Registrar
or Service Agent. The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall be subject to any
obligations imposed by the provisions of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such Agent.

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

         Section 2.5.  Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or premium, if any, or interest
on the Series of Securities, and will notify the Trustee of any default by the
Company or any Guarantors in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money delivered to the Trustee. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate


                                       11
<PAGE>

trust fund for the benefit of Securityholders of any Series of Securities,
subject to Article XIII hereof, all money held by it as Paying Agent.

         Section 2.6.  Securityholder Lists.

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

         Section 2.7.  Transfer and Exchange.

         Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).

         Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

         Section 2.8.  Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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



                                       12
<PAGE>

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

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

         Section 2.9.  Outstanding Securities.

         The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

         If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

         A Security does not cease to be outstanding because the Company, a
Guarantor or an Affiliate of the Company or a Guarantor holds the Security.

         In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount 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 6.2.

         Section 2.10.  Treasury Securities.

         In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities of a Series that a Responsible Officer of the Trustee actually knows
are so owned shall be so disregarded.

         Notwithstanding the foregoing, Securities of a Series that are to be
acquired by the Company, any Guarantor, any Subsidiary of the Company or any
Guarantor or an Affiliate of the Company or any Guarantor pursuant to an
exchange offer, tender offer or other agreement shall not be deemed to be owned
by the Company, such Guarantor, a Subsidiary of the Company or such Guarantor or
an Affiliate of the Company or such Guarantor until legal title to such
Securities passes to the Company, such Guarantor, such Subsidiary or such
Affiliate, as the case may be.



                                       13
<PAGE>

         Section 2.11.  Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.

         Section 2.12.  Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, replacement or cancellation and shall dispose of such
canceled Securities (subject to the record retention requirement of the Exchange
Act) in accordance with the Trustee's customary practice. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

         Section 2.13.  Defaulted Interest.

         If the Company and the Guarantors, if any, default in a payment of
interest on Series of Securities, the Company or any such Guarantor (to the
extent of its obligations under its Subsidiary Guarantee, if any) shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Securityholders of the
Series on a subsequent special record date, which date shall be at the earliest
practicable date but in all events at least five Business Days prior to the
payment date, in each case at the rate provided for with respect to the
applicable Securities. The Company shall fix or cause to be fixed each such
special record date and payment date, and shall, promptly thereafter, notify the
Trustee of any such date. At least 15 days before the special record date, the
Company (or the Trustee, in the name of and at the expense of the Company) shall
mail to Securityholders of the Series a notice that states the special record
date, the related payment date and the amount of such interest to be paid. The
Company and the Guarantors, if any, may pay defaulted interest in any other
lawful manner.

         Section 2.14.  Record Date.

         The record date for purposes of determining the identity of
Securityholders of the Series entitled to vote or consent to any action by vote
or consent authorized or permitted under this Indenture shall be determined as
provided for in TIA Section 316(c).

         Section 2.15.  Global Securities.

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

                  2.15.2.  Transfer and Exchange. Notwithstanding any provisions
to the contrary contained in Section 2.7 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of
the Indenture for Securities registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the


                                       14
<PAGE>

Company that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository within 90 days of such event, (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

                  Except as provided in this Section 2.15.2, a Global Security
may not be transferred except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

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

                  "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for
Securities registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depository to a nominee of the
Depository, by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository."

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

                  2.15.5.  Payments. Notwithstanding the other provisions of
this Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of and interest, if any, on any Global Security shall
be made to the Holder thereof.

                  2.15.6.  Consents, Declaration and Directions. Except as
provided in Section 2.15.5, the Company, the Trustee and any Agent shall treat a
Person as the Holder of such principal amount of outstanding Securities of such
Series represented by a Global Security as shall be specified in a written
statement of the Depository with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.

         Section 2.16.  CUSIP Numbers.

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



                                       15
<PAGE>

                                  ARTICLE III.
                                   REDEMPTION

         Section 3.1.  Notice to Trustee.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to be
redeemed. The Company shall give the notice at least 45 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee),
which notice shall be in the form of an Officers' Certificate setting forth (i)
the Section of this Indenture pursuant to which the redemption shall occur, (ii)
the redemption date, (iii) the principal amount of Securities of a Series to be
redeemed and (iv) the redemption price.

         Section 3.2.  Selection of Securities to be Redeemed.

         If less than all of any Series of Securities are to be redeemed at any
time, the Trustee shall select the Securities of the Series to be redeemed among
the applicable Holders of such Series in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate,
provided that no Securities of $1,000 or less shall be redeemed in part. In the
event of partial redemption by lot, the particular Securities to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Securities not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the
Securities of the Series selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities and portions of Securities selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Securities of a
Holder are to be redeemed, the entire outstanding amount of Securities held by
such Holder, even if not a multiple of $1,000, shall be redeemed. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

         Section 3.3.  Notice of Redemption.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed a notice of redemption by first-class mail to each Holder
whose Securities are to be redeemed and if any Bearer Securities are
outstanding, publish on one occasion a notice in an Authorized Newspaper.

         The notice shall identify the Securities of the Series to be redeemed
(including the CUSIP numbers, if any) and shall state:

                  (a)  the redemption date;

                  (b)  the redemption price (including accrued interest to,
but excluding, the redemption date);



                                       16
<PAGE>

                  (c)  if any Security of the Series called for redemption
is being redeemed in part, the portion of the principal amount of such Security
to be redeemed and that, after the redemption date upon surrender of such
Security, a new Security or Securities in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Security;

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

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

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

                  (g)  any other information as may be required by the terms
of the particular Series or the Securities of a Series being redeemed.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

         Section 3.4.  Effect of Notice of Redemption.

         Once notice of redemption is mailed or published as provided in Section
3.3, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. On and after the redemption date, unless the Company defaults in
the payment of the redemption price, interest will cease to accrue on the
Securities of a Series called for called for redemption and all rights of
Holders with respect to such Securities will terminate except for the right to
receive payment of the redemption price upon surrender for redemption. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to but excluding the redemption date.

         Section 3.5.  Deposit of Redemption Price.

         On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date. If the Company
complies with the provisions of the preceding sentence, on and after the
redemption date, interest shall cease to accrue on the Securities or the
portions of Securities called for redemption, whether or not such Securities are
presented for payment. If any Security called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the first sentence of this paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided with respect to such Security.



                                       17
<PAGE>

         Section 3.6.  Securities Redeemed in Part.

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

                                   ARTICLE IV.
                                    COVENANTS

         Section 4.1.  Payment of Principal and Interest.

         The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and
interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.

         Section 4.2.  SEC Reports.

         The Company shall deliver to the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).
Notwithstanding anything to the contrary contained herein, the Trustee shall
have no duty to review such documents for purposes of determining compliance
with any provisions of this Indenture. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 4.3.  Compliance Certificate.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge).

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

         Section 4.4.  Stay, Extension and Usury Laws.

         Each of the Company and the Guarantors, if any, covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force,


                                       18
<PAGE>

which may affect the covenants or the performance of this Indenture or the
Securities; and each of the Company and the Guarantors, if any, hereby expressly
waives (to the extent it may lawfully do so) all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has been enacted.

         Section 4.5.  Corporate Existence.

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

         Section 4.6.  Taxes.

         The Company shall, and shall cause each of its Subsidiaries to, pay
prior to delinquency all material taxes, assessments and governmental levies,
except (i) as contested in good faith and by appropriate proceedings or (ii) the
nonpayment of which would not materially adversely affect the business,
condition (financial or otherwise), operations, performance or properties of the
Company and its Subsidiaries, taken as a whole.

         Section 4.7.  Maintenance of Office or Agency

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where the Securities of any Series
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of such Securities and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.4
hereof.



                                       19
<PAGE>

                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1.  When Company May Merge, Etc.

         The Company shall not consolidate with or merge into, or convey,
transfer or lease all or substantially all of its properties and assets to, any
Person (a "Successor Person"), unless:

         (a)  the Successor Person (if any) is a corporation, partnership,
trust or other entity organized and validly existing under the laws of any U.S.
domestic jurisdiction and expressly assumes the Company's obligations on the
Securities and under this Indenture pursuant to a supplemental indenture in form
reasonably acceptable to the Trustee; and

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

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

         Section 5.2.  Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such Successor Person has been
named as the Company herein; provided, however, that the predecessor Company in
the case of a sale, lease, conveyance or other disposition shall not be released
from the obligation to pay the principal of and interest, if any, on the
Securities, except in the case of a sale of all the Company's assets that meets
the requirements of Section 5.1 hereof.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1.  Events of Default.

                  "Event of Default," wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the
establishing Board Resolution, supplemental indenture or Officers' Certificate,
it is provided that such Series shall not have the benefit of said Event of
Default:

                  (a) default in the payment of any interest on any Security of
         that Series when it becomes due and payable, and continuance of such
         default for a period of 30 days (whether or not prohibited by the
         subordination provisions of Article XIII hereof); or

                  (b) default in the payment of the principal or premium of any
         Security of that Series (whether or not prohibited by the subordination
         provisions of Article XIII hereof) when the same becomes due and
         payable at Maturity, upon redemption (including in connection with an
         offer to purchase) or otherwise; or



                                       20
<PAGE>

                  (c) default in the deposit of any sinking fund payment, when
         and as due in respect of any Security of that Series; or(d) default in
         the performance or breach of any covenant or warranty of the Company or
         any Guarantor in this Indenture (other than a covenant or warranty that
         has been included in this Indenture solely for the benefit of a Series
         of Securities other than that Series), which default continues uncured
         for a period of 60 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         outstanding Securities of that Series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (e) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any Guarantor (or the payment of which is Guaranteed by the Company
         or any Guarantor), whether such Indebtedness or Guarantee now exists or
         shall be created hereafter if (i) such default results in the
         acceleration of such Indebtedness prior to its express maturity or
         shall constitute a default in the payment of such Indebtedness at final
         maturity of such Indebtedness, (ii) the principal amount of such
         Indebtedness that has been accelerated or not paid at maturity,
         together with the principal amount of any other Indebtedness that has
         been accelerated or not paid at maturity, exceeds $__________ million
         and (iii) such indebtedness is not discharged or such acceleration is
         not rescinded or annulled within 30 days after written notice to the
         Company by the holder or holders of such indebtedness in the manner
         provided for in the applicable debt instrument; or

                  (f) the  Company or any  Guarantor  that is a Significant
         Subsidiary  pursuant to or within the meaning of any Bankruptcy Law:

                      (i) commences a voluntary case,

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

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

                     (iv) makes a general assignment for the benefit of its
                          creditors, or

                      (v) admits in writing that it generally is unable to pay
                          its debts as the same become due; or

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

                      (i) is for relief against the Company or any of its
                          Significant Subsidiaries in an involuntary case,

                     (ii) appoints a Custodian of the Company or any of its
                          Significant  Subsidiaries  or for  all or
                          substantially all of its property, or

                    (iii) orders the  liquidation  of the Company or any of
                          its  Significant  Subsidiaries,  and the order or
                          decree remains unstayed and in effect for 60 days; or



                                       21
<PAGE>

                  (h) any other Event of Default provided with respect to
         Securities of that Series, which is specified in a Board Resolution, a
         supplemental indenture hereto or an Officers' Certificate, in
         accordance with Section

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

         Section 6.2.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(f) or (g)) then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the outstanding Securities
of that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(f) or (g) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

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

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

                  (i) all overdue interest, if any, on all Securities of
         that Series,

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

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

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

         (b)  all Events of Default with respect to Securities of that
Series, other than the non-payment of the principal of Securities of that Series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.13.

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

         Section 6.3.  Collection of Indebtedness and Suits for Enforcement
by Trustee.



                                       22
<PAGE>

         The Company covenants that if

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

         (b)  default is made in the payment of principal of any Security at
the Maturity thereof, or

         (c)  default is made in the deposit of any sinking fund payment
when and as due by the terms of a Security, then, the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal or any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

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

         Section 6.4.  Trustee May File Proofs of Claim.

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

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

                  (b) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same,
         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or other similar official in any such judicial proceeding
         is hereby authorized by each Holder to make such payments to the
         Trustee and, in the event that the Trustee shall consent to the making
         of such payments directly to the Holders, to pay to the Trustee any
         amount due it for


                                       23
<PAGE>

         the reasonable compensation, expenses, disbursements and advances of
         the Trustee, its agents and counsel, and any other amounts due the
         Trustee under Section 7.7.

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

         Section 6.5.  Trustee May Enforce Claims Without Possession
of Securities.

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

         Section 6.6.  Application of Money Collected.

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

                  First: To the payment of all amounts due the Trustee under
Section 7.7;
                  Second:  to the holders of Senior Debt of the Company or a
Guarantor,  as the case may be, to the extent  required by Article XIII hereof;

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

                  Fourth: To the Company.

         Section 6.7.  Limitation on Suits.

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

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

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



                                       24
<PAGE>

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

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

                  (e) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the outstanding Securities of that
         Series; it being understood and intended that no one or more of such
         Holders shall have any right in any manner whatever by virtue of, or by
         availing of, any provision of this Indenture to affect, disturb or
         prejudice the rights of any other of such Holders, or to obtain or to
         seek to obtain priority or preference over any other of such Holders or
         to enforce any right under this Indenture, except in the manner herein
         provided and for the equal and ratable benefit of all such Holders.

         Section 6.8.  Unconditional Right of Holders to Receive Principal
and Interest.

         Subject to Articles XII and XIII hereof, notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
premium and interest, if any, on such Security on the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

         Section 6.9.  Restoration of Rights and Remedies.

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

         Section 6.10.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 6.11.  Delay or Omission Not Waiver.

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



                                       25
<PAGE>

         Section 6.12.  Control by Holders.

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

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

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

                  (c) subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer of the Trustee,
         determine that the proceeding so directed would involve the Trustee in
         personal liability.

         Section 6.13.  Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a continuing Default or Event of Default in
the payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the
outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

         Section 6.14.  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the outstanding Securities of
any Series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

         Section 7.1.  Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing,
the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their


                                       26
<PAGE>

exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person's own affairs.

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

                           (i) The Trustee need perform only those duties that
                  are specifically set forth in this Indenture and no others.

                           (ii) In the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon Officers' Certificates or Opinions of Counsel
                  furnished to the Trustee and conforming to the requirements of
                  this Indenture; however, in the case of any such Officers'
                  Certificates or Opinions of Counsel which by any provisions
                  hereof are specifically required to be furnished to the
                  Trustee, the Trustee shall examine such Officers' Certificates
                  and Opinions of Counsel to determine whether or not they
                  conform to the requirements of this Indenture.

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

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

                           (ii) The Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible Officer, unless
                  it is proved that the Trustee was negligent in ascertaining
                  the pertinent facts.

                           (iii) The Trustee shall not be liable with respect to
                  any action taken, suffered or omitted to be taken by it with
                  respect to Securities of any Series in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the outstanding Securities of such 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 the Securities of such
                  Series.

                  (d)  Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.

                  (e)  The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.

                  (f)  The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

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



                                       27
<PAGE>

                  (h)  The Paying Agent, the Registrar and any
authenticating agent shall be entitled to the protections, immunities and
standard of care as are set forth in paragraphs (a), (b) and (c) of this Section
with respect to the Trustee.

         Section 7.2.  Rights of Trustee.

                  (a)  The Trustee may conclusively rely on and shall be
protected in acting or refraining from acting upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

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

                  (c)  The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care. No Depository shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any Depository.

                  (d)  The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers.

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

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

                  (g)  The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation.

                  (h)  The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is given to the Trustee in accordance with Section 10.2.

                  (i)  The Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any Person authorized to
sign an Officers' Certificate, including any Person specified as so authorized
in any such certificate previously delivered and not superseded.



                                       28
<PAGE>

         Section 7.3.  Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights. The Trustee is
also subject to Sections 7.10 and 7.11.

         Section 7.4.  Trustee's Disclaimer.

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

         Section 7.5.  Notice of Defaults.

         If a Default or Event of Default occurs and is continuing with respect
to the Securities of any Series and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has actual knowledge of such Default or Event of Default. Except
in the case of a Default or Event of Default in payment of principal of or
interest on any Security of any Series, the Trustee may withhold the notice if
and so long as its corporate trust committee or a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Securityholders of that Series.

         Section 7.6.  Reports by Trustee to Holders.

         Within 60 days after January 15 in each year, the Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear on
the register kept by the Registrar and, if any Bearer Securities are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
January 15, in accordance with, and to the extent required under, TIA Section
313.

         A copy of each report at the time of its mailing to Securityholders of
any Series shall be filed with the SEC and each stock exchange on which the
Securities of that Series are listed. The Company shall promptly notify the
Trustee when Securities of any Series are listed on any stock exchange or any
delisting thereof.

         Section 7.7.  Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time such
compensation for its services as the Company and the Trustee shall agree in
writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

         The Company shall indemnify the Trustee or any predecessor Trustee and
their agents (including the cost of defending itself against any claim (whether
asserted by the Company, or any Holder or any other Person)) against any and all
loss, damages, claims, liability or expense, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee) incurred by
it except as set forth in the next paragraph in the performance of their duties
under this Indenture as Trustee or Agent.


                                       29
<PAGE>

The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee due to its own negligence or bad faith.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(f) or (g) (or any comparable provisions set
forth in a supplemental indenture) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

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

         Section 7.8.  Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing. The Holders of a majority in
principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee with respect to Securities of one or more
Series if:

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

                  (b)      the Trustee is adjudged a bankrupt or an  insolvent
         or an order for relief is entered  with  respect to the Trustee under
         any Bankruptcy Law;

                  (c)      a Custodian or public officer takes charge of the
         Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

         If a successor Trustee with respect to the Securities of any one or
more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the


                                       30
<PAGE>

Holders of at least 10% in principal amount of the Securities of the applicable
Series may petition any court of competent jurisdiction at the expense of the
Company for the appointment of a successor Trustee.

         If the Trustee with respect to the Securities of any one or more Series
fails to comply with Section 7.10, any Securityholder of the applicable Series,
who has been a Securityholder for at least six months, may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, 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
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

         Section 7.9.  Successor Trustee by Merger, etc.

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

         Section 7.10.  Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $_______ as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Sections. 310(b).

         Section 7.11.  Preferential Collection of Claims Against Company.

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



                                       31
<PAGE>

                                  ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.1.  Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Securities of a
Series upon compliance with the conditions set forth below in this Article VIII.

         Section 8.2.  Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, each of the Company and the Guarantors, if any,
shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Securities of such Series and related Subsidiary Guarantees on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Securities of such Series, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.5 hereof and the other Sections
of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Securities and this Indenture as it relates to
such Securities (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities of
such Series to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such section, payments in respect of the
principal of, premium, if any, and interest on such Securities when such
payments are due, (b) the Company's and Guarantors' obligations with respect to
such Securities under Article II hereof, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company's and the Guarantors'
obligations in connection therewith and (d) this Article VIII. Subject to
compliance with this Article VIII, the Company may exercise its option under
this Section 8.2 notwithstanding the prior exercise of its option under Section
8.3 hereof.

         Section 8.3.  Covenant Defeasance.

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, each of the Company and the Guarantors, if any,
shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from its obligations under the covenants specified pursuant
to Section 2.2 hereof and Article V hereof with respect to the outstanding
Securities of such Series and related Subsidiary Guarantees, if any, on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and such Securities shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of such Series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture, such Securities and the
related Subsidiary Guarantees, if any, shall be unaffected thereby. In addition,
upon the Company's exercise under Section 8.1 hereof of the option



                                       32
<PAGE>

applicable to this Section 8.3 hereof, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, Sections 6.1(c) through 6.1(e) and
6.1(h) hereof (or any comparable provisions set forth in a supplemental
indenture) shall not constitute Events of Default.

         Section 8.4.  Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Securities of such Series:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in United States
dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest on the outstanding Securities of such Series on the Stated Maturity or
on the applicable redemption date, as the case may be, of such principal or
installment of principal of, premium, if any, or interest on the outstanding
Securities of such Series;

                  (b) in the case of an election under Section 8.2 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States (which counsel may be an employee of the Company or any Subsidiary
of the Company) reasonably acceptable to the Trustee confirming that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date hereof, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal 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 Legal Defeasance had not
occurred;

                  (c) in the case of an election under Section 8.3 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States (which counsel may be an employee of the Company or any Subsidiary
of the Company) reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Securities of such Series will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

                  (d) no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or, insofar as Sections 6.1(f) and
6.1(g) hereof (or any comparable provisions set forth in a supplemental
indenture) are concerned, at any time in the period ending on the 91st day after
the date of deposit (or greater period of time in which any such deposit of
trust funds may remain subject to Bankruptcy Law insofar as those apply to the
deposit by the Company);

                  (e) such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than this Indenture) to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;



                                       33
<PAGE>

                  (f) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

                  (g) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of such Securities over any other creditors
of the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and(h) the Company shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for or relating to the Legal Defeasance
or the Covenant Defeasance have been complied with.

         Section 8.5.  Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions.

         Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding
Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

         The Company and the Guarantors, if any, shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.4
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Securities of a Series subject to a Legal Defeasance or a
Covenant Defeasance.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

         Section 8.6.  Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest, if any, on any Securities of a Series subject to a Legal Defeasance
or a Covenant Defeasance and remaining unclaimed for two years after such
principal, and premium, if any, or interest, if any, have become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall



                                       34
<PAGE>

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

         Section 8.7.  Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture, the Securities
of such Series and the related Subsidiary Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.2 or 8.3 hereof, as the case may be;
provided, however, that, if the Company make any payment of principal of,
premium, if any, or interest, if any, on any such Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1.  Without Consent of Holders.

         The Company, the Guarantors, if any, and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series without the
consent of any Securityholder:

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

                  (b) to comply with Article V;

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

                  (d) to make any change that does not materially adversely
affect the rights of any Securityholder;

                  (e) to provide for the issuance of and establish  the form
and terms and  conditions of Securities of any Series as permitted by this
Indenture;

                  (f) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more Series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee; or

                  (g) to comply with  requirements of the SEC in order to effect
or maintain the  qualification  of this Indenture under the TIA.

         Section 9.2.  With Consent of Holders.

         The Company, the Guarantors, if any, and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by such supplemental indenture (including consents obtained in



                                       35
<PAGE>

connection with a tender offer or exchange offer for the Securities of such
Series), 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 Securityholders of
each such Series. Except as provided in Section 6.13, the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by such waiver by notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series.

         It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

         Section 9.3.  Limitations.

         Without the consent of each Securityholder affected, an amendment or
waiver may not:

                  (a) reduce the principal amount of Securities whose Holders
must consent to an amendment, supplement or waiver;

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

                  (c) reduce the principal of or change the Stated Maturity
of any Security or alter any of the provisions with respect to the redemption of
the Security in a manner adverse to the Holders of the Security;

                  (d) waive a Default or Event of Default in the payment of
the principal of or premium, if any, or interest, if any, on any Security
(except a rescission of acceleration of the Securities of any Series by the
Holders of at least a majority in principal amount of the outstanding Securities
of such Series and a waiver of the payment default that resulted from such
acceleration);

                  (e) make the principal of or interest,  if any, on any
Security  payable in any currency  other than that stated in the Security;

                  (f) make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders of the Securities
of any Series to receive payments of principal of or premium, if any, or
interest on such Security;

                  (g) waive a redemption  payment with respect to any Security
or change any of the provisions with respect to the redemption of any
Securities; or

                  (h) make any change in the foregoing amendment and waiver
provisions.

         Section 9.4.  Compliance with Trust Indenture Act.



                                       36
<PAGE>

         Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture hereto that complies with
the TIA as then in effect.

         Section 9.5.  Revocation and Effect of Consents.

         Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.

         Any amendment or waiver once effective shall bind every Securityholder
of each Series affected by such amendment or waiver unless it is of the type
described in any of clauses (a) through (g) of Section 9.3. In that case, the
amendment or waiver shall bind each Holder of a Security who has consented to it
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

         Section 9.6.  Notation on or Exchange of Securities.

         The Trustee may place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company in
exchange for Securities of that Series may issue and the Trustee shall
authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

         Section 9.7.  Trustee to Sign Amendments; Trustee Protected.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel and Officers' Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
shall sign all supplemental indentures, except that the Trustee need not sign
any supplemental indenture that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section 10.1.  Trust Indenture Act Controls.

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

         Section 10.2.  Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:



                                       37
<PAGE>

         If to the Company or any Guarantor:

                  Province Healthcare Company
                  105 Westwood Place, Suite 400
                  Brentwood, Tennessee 37027
                  Telecopier No.: (615) 370-1259
                  Attention: General Counsel

         With a copy to:
                  Waller Lansden Dortch & Davis, PLLC
                  511 Union Street, Suite 2100
                  Nashville, Tennessee 37219
                  Telecopier No.: (615) 244-6804
                  Attention: Robert L. Harris

         If to the Trustee:
                  ---------------------------
                  Telecopier No.: ______________
                  Attention: ___________________

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to
Securityholders) must reference the Securities and this Indenture and shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

         Any notice or communication to a Securityholder shall be mailed by
first class mail, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

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

         If the Company or any Guarantor mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same
time.

         Section 10.3.  Communication by Holders with Other Holders.

         Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company, the Guarantors, if any, the Trustee, the Registrar and
anyone else shall have the protection of TIA Sections. 312(c).



                                       38
<PAGE>

         Section 10.4.  Certificate and Opinion as to Conditions Precedent.

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

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

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

         Section 10.5.  Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Sections. 314(e) and shall include:

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

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

                  (c) a statement that, in the opinion of 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

                  (d) a  statement  as to whether or not, in the  opinion of
         such  Person,  such  condition  or covenant  has been complied with.

         Section 10.6.  Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and
set reasonable requirements for its functions.

         Section 10.7.  Legal Holidays.

         Unless otherwise provided by Board Resolution, Officers' Certificate or
supplemental indenture for a particular Series, a "Legal Holiday" is any day
that is not a Business Day. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

         Section 10.8.  No Personal Liability of Directors, Officers, Employees
and Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Securities of any
Series, any Subsidiary Guarantee, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Securities of any Series, by accepting a Security and related Subsidiary
Guarantees waives and releases all such liability. The waiver



                                       39
<PAGE>

and release are part of the consideration for issuance of the Series of
Securities and any Subsidiary Guarantees.

         Section 10.9.  Counterparts.

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

         Section 10.10.  Governing Laws.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         Section 10.11.  No Adverse Interpretation of Other Agreements.

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

         Section 10.12.  Successors.

         All agreements of the Company and the Guarantors, if any, in this
Indenture and the Securities and the Subsidiary Guarantees, if any, shall bind
their respective successors. All agreements of the Trustee in this Indenture
shall bind its successors.

         Section 10.13.  Severability.

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

         Section 10.14.  Table of Contents, Headings, Etc.

         The Table of Contents, Cross Reference Table, and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         Section 10.15.  Securities in a Foreign Currency or in ECU.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve


                                       40
<PAGE>

Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate
shall mean the rate of exchange determined by the Commission of the European
Union (or any successor thereto) as published in the Official Journal of the
European Union (such publication or any successor publication, the "Journal").
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of ECUs, the rate of exchange as published in the Journal, as of
the most recent available date, or quotations or, in the case of ECUs, rates of
exchange from one or more major banks in The City of New York or in the country
of issue of the currency in question or, in the case of ECUs, in Luxembourg or
such other quotations or, in the case of ECUs, rates of exchange as the Trustee,
upon consultation with the Company, shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

         Section 10.16.  Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

                                   ARTICLE XI.
                                  SINKING FUNDS

         Section 11.1.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Securities of a Series, except as otherwise permitted
or required by any form of Security of such Series issued pursuant to this
Indenture.



                                       41
<PAGE>

         The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

         Section 11.2.  Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and
which have been redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers' Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

         Section 11.3.  Redemption of Securities for Sinking Fund.

         Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.



                                       42
<PAGE>

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

         Section 12.1.  Subsidiary Guarantee.

         Each Subsidiary that is a signatory hereto, if any, and each Subsidiary
of the Company that in accordance with the terms of any Securities of a Series
issued hereunder pursuant to any supplement indenture relating to such
Securities is required to become party to this Indenture as a guarantor (each, a
"Guarantor"), hereby jointly and severally unconditionally guarantees to each
Securityholder of a Security of a Series that is to be guaranteed and that has
been authenticated and delivered by the Trustee irrespective of the validity or
enforceability of this Indenture, the Securities or the obligations of the
Company under this Indenture or the Securities, that: (i) the principal of and
interest on the Securities will be paid in full when due, whether at the
maturity or interest payment or mandatory redemption date, by acceleration, call
for redemption or otherwise, and interest on the overdue principal of and
interest, if any, on the Securities and all other obligations of the Company to
the Securityholders or the Trustee under this Indenture or the Securities will
be promptly paid in full or performed, all in accordance with the terms of this
Indenture and the Securities; and (ii) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, they will
be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed for whatever reason, each Guarantor
will be obligated to pay the same whether or not such failure to pay has become
an Event of Default which could cause acceleration pursuant to Section 6.2
hereof. Each Guarantor agrees that this is a guarantee of payment not a
guarantee of collection.

         Each Guarantor hereby agrees that its obligations with regard to this
Subsidiary Guarantee shall be joint and several and unconditional, irrespective
of the validity or enforceability of the Securities or the obligations of the
Company under this Indenture, the absence of any action to enforce the same, the
recovery of any judgment against the Company or any other obligor with respect
to this Indenture, the Securities or the obligations of the Company under this
Indenture or the Securities, any action to enforce the same or any other
circumstances (other than complete performance) which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor. Each Guarantor
further, to the extent permitted by law, waives and relinquishes all claims,
rights and remedies accorded by applicable law to guarantors and agrees not to
assert or take advantage of any such claims, rights or remedies, including but
not limited to: (a) any right to require the Trustee, the Securityholders or the
Company (each, a "Benefited Party") to proceed against the Company or any other
Person or to proceed against or exhaust any security held by a Benefited Party
at any time or to pursue any other remedy in any Benefited Party's power before
proceeding against such Guarantor; (b) the defense of the statute of limitations
in any action hereunder or in any action for the collection of any Indebtedness
or the performance of any obligation hereby guaranteed; (c) any defense that may
arise by reason of the incapacity, lack of authority, death or disability of any
other Person or the failure of a Benefited Party to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding) of
any other Person; (d) demand, protest and notice of any kind including but not
limited to notice of the existence, creation or incurring of any new or
additional Indebtedness or obligation or of any action or non-action on the part
of such Guarantor, the Company, any Benefited Party, any creditor of such
Guarantor, the Company or on the part of any other Person whomsoever in
connection with any Indebtedness or obligations hereby guaranteed; (e) any
defense based upon an election of remedies by a Benefited Party, including but
not limited to an election to proceed against such Guarantor for reimbursement;
(f) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (g) any defense arising because of a
Benefited Party's election, in any proceeding instituted under Bankruptcy Law,
of the application of 11 U.S.C. Section 1111(b)(2); or (h) any defense based on
any borrowing or grant of a security interest under 11 U.S.C.



                                       43
<PAGE>

Section 364. Each Guarantor hereby covenants that its Subsidiary Guarantee will
not be discharged except by complete performance of the obligations contained in
its Subsidiary Guarantee and this Indenture.

         If any Securityholder or the Trustee is required by any court or
otherwise to return to either the Company or any Guarantor, or any Custodian
acting in relation to either the Company or such Guarantor, any amount paid by
the Company or such Guarantor to the Trustee or such Securityholder, the
applicable Subsidiary Guarantees, to the extent theretofore discharged, shall be
reinstated and be in full force and effect. Each Guarantor agrees that it will
not be entitled to any right of subrogation in relation to the Securityholders
in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.

         Each Guarantor further agrees that, as between such Guarantor, on the
one hand, and the Securityholders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 6.2 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration as to the Company or any other obligor on the Securities of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.2 hereof, those
obligations (whether or not due and payable) will forthwith become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

         Section 12.2.  Limitation of Guarantor's Liability.

         Each Guarantor and, by its acceptance hereof, the Trustee and each
Securityholder hereby confirm that it is its intention that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, each such Person hereby irrevocably agrees that the obligation of
such Guarantor under its Subsidiary Guarantee under this Article XII shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other (contingent or other) liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article XII, result in the obligations of such Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance under said
laws. The Trustee and each Securityholder by accepting the benefits hereof,
confirms its intention that, in the event of a bankruptcy, reorganization or
other similar proceeding of the Company or any Guarantor in which concurrent
claims are made upon such Guarantor hereunder, to the extent such claims will
not be fully satisfied, each such claimant with a valid claim against the
Company shall be entitled to a ratable share of all payments by such Guarantor
in respect of such concurrent claims. For all purposes of this Section 12.2,
Senior Debt shall be deemed to have been incurred prior to the incurrence of the
obligations in respect of the Subsidiary Guarantees.




                                       44
<PAGE>

                                  ARTICLE XIII
                                 SUBORDINATION

     Section 13.1   Agreement to Subordinate.

     The Company, the Trustee and each Securityholder by accepting a Security
agrees, that the indebtedness and obligations evidenced by the Security are
subordinated in right of payment, to the extent and in the manner provided in
this Article, to the prior payment in full, in cash, of all Obligations with
respect to Senior Debt of the Company (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt of the Company.

     Section 13.2   Liquidation; Dissolution; Bankruptcy.

     Upon any payment or distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, in an assignment for the benefit of creditors or any marshaling of the
Company's assets and liabilities:

          (1) holders of Senior Debt of the Company shall be entitled to receive
     payment in full in cash of all Obligations due in respect of such Senior
     Debt of the Company (including interest after the commencement of any such
     proceeding at the rate specified in the applicable Senior Debt of the
     Company, whether or not allowed as a claim in such proceeding) before
     Securityholders shall be entitled to receive any payment or distribution
     from the Company with respect to the Securities; and

          (2) until all Obligations with respect to Senior Debt of the Company
     (as provided in subsection (1) above) are paid in full in cash, any payment
     or distribution to which the Trustee or any Securityholder would be
     entitled but for this Article shall be made to holders of Senior Debt of
     the Company, as their interests may appear.

     Section 13.3   Default on Designated Senior Debt.

     The Company may not make any payment or distribution upon or in respect of
the Securities, including, without limitation, by way of set-off or otherwise,
or redeem (or make a deposit in redemption of), defease or acquire any of the
Securities, for cash, properties or securities if:

          (i)  a default in the payment of any principal, premium, if any, or
               interest or other Obligations (a "Payment Default") with respect
               to Senior Debt of the Company occurs and is continuing; or

          (ii) a default (other than a Payment Default) or any event that, after
               notice or passage of time would become a default (a "Non-Monetary
               Default"), on Senior Debt of the Company occurs and is continuing
               that then permits holders of the Senior Debt of the Company to
               accelerate its maturity and the Trustee receives a notice of the
               default (a "Payment Blockage Notice") from a Person who may give
               it pursuant to Section 13.11 hereof. Any number of such Payment
               Blockage Notices may be given, provided, however, that (i) not
               more than one Payment Blockage Notice may be commenced during any
               period of 360 consecutive days and (ii) any Non-Monetary Default
               that existed or was continuing on the date of




                                       45
<PAGE>

               delivery of any such notice to the Trustee (to the extent the
               holder of Designated Senior Debt, or such trustee or agent,
               giving such Payment Blockage Notice had knowledge of the same)
               shall not be the basis for a subsequent Payment Blockage Notice,
               unless such default has been cured or waived for a period of not
               less than 90 days.

     The Company may and shall resume payments on and distributions in respect
of the Securities and all Obligations with respect thereto, and may acquire such
Securities or Obligations upon the earlier of:

          (1) in the case of a Payment Default, the date upon which such default
     is cured or waived, or

          (2) in the case of a Non-Monetary Default, on the earlier of the date
     on which such Non-Monetary Default is cured or waived or 179 days after the
     date on which the applicable Payment Blockage Notice is received, if the
     maturity of such Senior Debt of the Company has not been accelerated, if
     this Article XIII otherwise permits the payment, distribution or
     acquisition at the time thereof.

     Section 13.4   Acceleration of Securities.

     If payment of the Securities is accelerated because of an Event of Default,
the Company shall promptly notify Representatives of the holders of Senior Debt
of the Company of the acceleration.

     Section 13.5   When Distribution Must be Paid Over.

     In the event that the Trustee or any Securityholder receives from the
Company any payment of any Obligations with respect to the Securities at a time
when the Trustee or such Securityholder, as applicable, has actual knowledge
that such payment is prohibited by Section 13.2 or 13.3 hereof, such payment
shall be held by the Trustee or such Securityholder in trust for the benefit of,
and shall be paid forthwith over and delivered upon written request to, the
holders of Senior Debt of the Company, as their interests may appear, or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt of the Company may have been issued, as their respective interests
may appear, for application to the payment of all Obligations with respect to
Senior Debt of the Company remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt of the
Company.

     With respect to the holders of Senior Debt of the Company, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article XIII, and no implied covenants or
obligations with respect to the holders of Senior Debt of the Company shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt of the Company, and shall
not be liable to any such holders if the Trustee shall pay over or distribute to
or on behalf of Securityholders or the Company or any other Person money or
assets to which any holders of Senior Debt of the Company shall be entitled by
virtue of this Article XIII, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

     Section 13.6   Notice By Company.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Securities to violate this


                                       46
<PAGE>


Article, but failure to give such notice shall not affect the subordination of
the Securities to the Senior Debt of the Company as provided in this Article.

     Section 13.7   Subrogation.

     After all Obligations with respect to Senior Debt of the Company are paid
in full, in cash, and until the Securities are paid in full, Securityholders
shall be subrogated (equally and ratably with all other Indebtedness pari passu
with the Securities) to the rights of holders of Senior Debt of the Company to
receive distributions applicable to Senior Debt of the Company to the extent
that distributions otherwise payable to the Securityholders have been applied to
the payment of Senior Debt of the Company. A distribution made under this
Article to holders of Senior Debt of the Company that otherwise would have been
made to Securityholders is not, as between the Company and Securityholders, a
payment by the Company on the Securities.

     Section 13.8   Relative Rights.

     This Article defines the relative rights of Securityholders and holders of
Senior Debt of the Company. Nothing in this Indenture shall:

          (1)  impair, as between the Company and Securityholders, the
               obligation of the Company, which is absolute and unconditional,
               to pay principal of and interest on the Securities in accordance
               with their terms;

          (2)  affect the relative rights of Securityholders and creditors of
               the Company other than their rights in relation to holders of
               Senior Debt of the Company; or

          (3)  prevent the Trustee or any Securityholder from exercising its
               available remedies upon a Default or Event of Default, subject to
               the rights of holders and owners of Senior Debt of the Company to
               receive distributions and payments otherwise payable to
               Securityholders.

     If the Company fails because of this Article XIII to pay principal of,
premium or interest on a Security on the due date, the failure is still a
Default or Event of Default.

     Section 13.9   Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any Securityholder or by the
failure of the Company or any Securityholder to comply with this Indenture.

     Section 13.10   Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt of the Company, the distribution may be made and the notice given to
their Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Securityholders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of the



                                       47
<PAGE>


Company and other Indebtedness of the Company, the amount or amounts thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIII.

     Section 13.11   Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article XIII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office at least one Business Day prior to the date of such
payment a Payment Blockage Notice. Only the holders or the Representative of
holders of Designated Senior Debt of the Company may give a Payment Blockage
Notice. Nothing in this Article XIII shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.7 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt of
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

     Section 13.12   Authorization to Effect Subordination.

     Each Securityholder of a Security by the Securityholder's acceptance
thereof authorizes and directs the Trustee on the Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article XIII, and appoints the Trustee to act
as the Securityholder's attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form
required in any proceeding referred to in Section 6.4 hereof at least 30 days
before the expiration of the time to file such claim, the Representatives of the
Senior Debt of the Company are hereby authorized to file an appropriate claim
for and on behalf of the Securityholders of the Securities.

     Section 13.13   Amendments.

     The provisions of this Article XIII shall not be amended or modified
without the written consent of the holders of all Senior Debt of the Company.

     Section 13.14   Subordination of Subsidiary Guarantees.

     Each Guarantor, if any, the Trustee, and each Securityholder by accepting a
Security agrees, that the indebtedness and obligations under the Subsidiary
Guarantees are subordinated in right of payment, to the extent and in the manner
provided in this Article XIII, to the prior payment in full, in cash, of all
Obligations with respect to Senior Debt of such Guarantor (whether outstanding
on the date hereof or hereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt of such
Guarantor.

     Section 13.15   Liquidation; Dissolution; Bankruptcy of a Guarantor.

     Upon any payment or distribution to creditors of any Guarantor in a
liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to such Guarantor or its
property, in an assignment for the benefit of creditors or any marshaling of
such Guarantor's assets and liabilities:



                                       48
<PAGE>


          (1)  holders of Senior Debt of such Guarantor shall be entitled to
               receive payment in full in cash of all Obligations due in respect
               of such Senior Debt of such Guarantor (including interest after
               the commencement of any such proceeding at the rate specified in
               the applicable Senior Debt of such Guarantor, whether or not
               allowed as a claim in such proceeding) before the Securityholders
               shall be entitled to receive any payment or distribution from the
               Guarantor with respect to such Guarantor's Subsidiary Guarantee;
               and

          (2)  until all Obligations with respect to Senior Debt of such
               Guarantor (as provided in subsection (1) above) are paid in full
               in cash, any payment or distribution to which the Trustee or any
               Securityholder would be entitled but for this Article shall be
               made to holders of Senior Debt of such Guarantor, as their
               interests may appear.

     Section 13.16   Default on Senior Debt of the Guarantor.

     No Guarantor shall make any payment or distribution upon or in respect of
the Securities or its Subsidiary Guarantee, including, without limitation, by
way of set-off or otherwise, or redeem (or make a deposit in redemption of),
defease or acquire any of the Securities, for cash, properties or securities if:

          (i) a Payment Default with respect to Senior Debt of such Guarantor
     occurs and is continuing; or

          (ii) a Non-Monetary Default on Senior Debt of such Guarantor occurs
     and is continuing that then permits holders of the Senior Debt of such
     Guarantor to accelerate its maturity and the Trustee receives a Payment
     Blockage Notice from a Person who may give it pursuant to Section 13.24
     hereof. Any number of such Payment Blockage Notices may be given, provided,
     however, that (i) not more than one Payment Blockage Notice may be
     commenced during any period of 360 consecutive days and (ii) any default or
     event of default that existed or was continuing on the date of delivery of
     any Payment Blockage Notice to the Trustee (to the extent the holder of
     Designated Senior Debt, or such trustee or agent, giving such Payment
     Blockage Notice had knowledge of the same) shall not be the basis for a
     subsequent Payment Blockage Notice pursuant to Section 13.24 herein, unless
     such default has been cured or waived for a period of not less than 90
     consecutive days.

     Each Guarantor may and shall resume payments on and distributions in
respect of its Subsidiary Guarantee, the Securities and all Obligations with
respect thereto, and may acquire such Securities or Obligations upon the earlier
of:

          (1) in the case of a payment default, the date upon which such default
     is cured or waived, or

          (2) in the case of a Non-Monetary Default, on the earlier of the date
     on which such Non-Monetary Default is cured or waived or 179 days after the
     date on which the applicable Payment Blockage Notice is received, if the
     maturity of such Senior Debt of such Guarantor has not been accelerated, if
     this Article XIII otherwise permits the payment, distribution or
     acquisition at the time thereof.



                                       49
<PAGE>



     Section 13.17   Acceleration of Securities; Duties of Guarantors.

     If payment of the Securities is accelerated because of an Event of Default,
each Guarantor shall promptly notify the Representative of the holders of Senior
Debt of such Guarantor of the acceleration.

     Section 13.18   When Distribution from Guarantor Must Be Paid Over.

     In the event that the Trustee or any Securityholder receives from a
Guarantor any payment of any Obligations with respect to the Securities or the
Subsidiary Guarantees at a time when the Trustee or such Securityholder, as
applicable, has actual knowledge that such payment is prohibited by Section
13.15 or 13.16 hereof, such payment shall be held by the Trustee or such
Securityholder, in trust for the benefit of, and shall be paid forthwith over
and delivered upon written request to, the holders of Senior Debt of such
Guarantor, as their interests may appear, or their Representative under the
indenture or other agreement (if any) pursuant to which Senior Debt of such
Guarantor may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt of
such Guarantor remaining unpaid to the extent necessary to pay such Obligations
in full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt of such Guarantor.

     With respect to the holders of Senior Debt of any Guarantor, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article XIII, and no implied covenants or
obligations with respect to the holders of Senior Debt of such Guarantor shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Debt of such Guarantor, and
shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Securityholders or the Company or any other Person
money or assets to which any holders of Senior Debt of such Guarantor shall be
entitled by virtue of this Article XIII, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

     Section 13.19   Notice by a Guarantor.

     Each Guarantor shall promptly notify the Trustee and the Paying Agent of
any facts known to such Guarantor that would cause a payment of any Obligations
with respect to the Securities or its Subsidiary Guarantee to violate this
Article, but failure to give such notice shall not affect the subordination of
its Subsidiary Guarantee or of the Securities to the Senior Debt of such
Guarantor as provided in this Article XIII.

     Section 13.20   Subrogation with Respect to Any Guarantor.

     With respect to any Guarantor, after all Obligations with respect to Senior
Debt of such Guarantor is paid in full, in cash, and until the Securities are
paid in full, Securityholders shall be subrogated (equally and ratably with all
other Indebtedness pari passu with such Guarantor's Subsidiary Guarantee) to the
rights of holders of Senior Debt of such Guarantor to receive distributions
applicable to Senior Debt of such Guarantor to the extent that distributions
otherwise payable to the Securityholders have been applied to the payment of
Senior Debt of such Guarantor. A distribution made under this Article to holders
of Senior Debt of such Guarantor that otherwise would have been made to
Securityholders is not, as between such Guarantor and Securityholders, a payment
by such Guarantor on the Securities or the Subsidiary Guarantee.




                                       50
<PAGE>


     Section 13.21   Relative Rights with Respect to Any Guarantor.

     This Article defines the relative rights of Securityholders and holders of
Senior Debt of each Guarantor. Nothing in this Indenture shall:

          (1) impair, as between such Guarantor and the Securityholders, the
     obligation of such Guarantor, which is absolute and unconditional, to pay
     principal of and interest on the Securities in accordance with the terms of
     its Subsidiary Guarantee;

          (2) affect the relative rights of Securityholders and creditors of
     such Guarantor other than their rights in relation to holders of Senior
     Debt of such Guarantor; or

          (3) prevent the Trustee or any Securityholder from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders of Senior Debt of such Guarantor set forth herein to
     receive distributions and payments otherwise payable to Securityholders.

     If any Guarantor fails because of this Article XIII to pay principal of,
premium or interest on a Security on the due date, the failure is still a
Default or Event of Default.

     Section 13.22   Subordination May Not Be Impaired By Any Guarantor.

     With respect to any Guarantor, no right of any holder of Senior Debt of
such Guarantor to enforce the subordination of the Indebtedness evidenced by the
Subsidiary Guarantee shall be impaired by any act or failure to act by such
Guarantor or any Securityholder or by failure of such Guarantor or any
Securityholder to comply with this Indenture.

     Section 13.23   Distribution or Notice to Representative with Respect to
Any Guarantor.

     With respect to any Guarantor, whenever a distribution is to be made or a
notice given to holders of Senior Debt of such Guarantor, the distribution may
be made and the notice given to their Representative.

     Upon any payment or distribution of assets of any Guarantor referred to in
this Article XIII, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Securityholders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of such Guarantor and other
Indebtedness of such Guarantor, the amount or amounts thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XIII.

     Section 13.24   Rights of Trustee and Paying Agent with Respect to Any
Guarantor.

     Notwithstanding the provisions of this Article XIII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office at least one Business Day prior to the date of such
payment a Payment Blockage Notice. Only the Representative of holders of
Designated Senior Debt may give a Payment Blockage Notice. Nothing in



                                       51
<PAGE>


this Article XIII shall impair the claims of, or payments to, the Trustee under
or pursuant to Section 7.7 hereof.

     With respect to any Guarantor, the Trustee in its individual or any other
capacity may hold Senior Debt of such Guarantor with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.

     Section 13.25   Authorization to Effect Subordination with Respect to Any
Guarantor.

     Each Securityholder of a Security by the Securityholder's acceptance
thereof authorizes and directs the Trustee on the Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article XIII, and appoints the Trustee to act
as the Securityholder's attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form
required in any proceeding relative to any Guarantor referred to in Section 6.4
hereof at least 30 days before the expiration of the time to file such claim,
the Representatives of Senior Debt of such Guarantor are hereby authorized to
file an appropriate claim for and on behalf of the Securityholders of the
Securities.

     Section 13.26   Amendments with Respect to Any Guarantor.

     With respect to any Guarantor, the provisions of Section 13.14 through
13.26 hereof shall not be amended or modified without the written consent of the
holders of all Senior Debt of such Guarantor.




                                       52
<PAGE>




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

                                 PROVINCE HEALTHCARE COMPANY



                                 By: ______________________________________
                                     Name: Martin S. Rash
                                     Title: Chairman and Chief Executive Officer


                                 [Name of Trustee]


                                 By: ___________________________________________
                                     Name: _________________________
                                     Title: ________________________



                                       53