<PAGE>
                                                                     EXHIBIT 4.1

                           PROVINCE HEALTHCARE COMPANY

                                SENIOR INDENTURE

                           DATED AS OF _________, 200_

                                [NAME OF TRUSTEE]

                                     TRUSTEE


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                 <C>                                                                                         <C>
ARTICLE I.   DEFINITIONS AND INCORPORATION BY REFERENCE...........................................................1
   Section 1.1        Definitions.................................................................................1
   Section 1.2.       Other Definitions...........................................................................5
   Section 1.3.       Incorporation by Reference of Trust Indenture Act...........................................5
   Section 1.4.       Rules of Construction.......................................................................5

ARTICLE II.  THE SECURITIES.......................................................................................6
   Section 2.1.       Issuable in Series..........................................................................6
   Section 2.2.       Establishment of Terms of Series of Securities..............................................6
   Section 2.3.       Execution and Authentication................................................................8
   Section 2.4.       Registrar and Paying Agent..................................................................9
   Section 2.5.       Paying Agent to Hold Money in Trust........................................................10
   Section 2.6.       Securityholder Lists.......................................................................10
   Section 2.7.       Transfer and Exchange......................................................................10
   Section 2.8.       Mutilated, Destroyed, Lost and Stolen Securities...........................................11
   Section 2.9.       Outstanding Securities.....................................................................11
   Section 2.10.      Treasury Securities........................................................................12
   Section 2.11.      Temporary Securities.......................................................................12
   Section 2.12.      Cancellation...............................................................................12
   Section 2.13.      Defaulted Interest.........................................................................12
   Section 2.14.      Record Date................................................................................13
   Section 2.15.      Global Securities..........................................................................13
   Section 2.16.      CUSIP Numbers..............................................................................14

ARTICLE III. REDEMPTION..........................................................................................14
   Section 3.1.       Notice to Trustee..........................................................................14
   Section 3.2.       Selection of Securities to be Redeemed.....................................................14
   Section 3.3.       Notice of Redemption.......................................................................15
   Section 3.4.       Effect of Notice of Redemption.............................................................15
   Section 3.5.       Deposit of Redemption Price................................................................15
   Section 3.6.       Securities Redeemed in Part................................................................15

ARTICLE IV.  COVENANTS...........................................................................................16
   Section 4.1.       Payment of Principal and Interest..........................................................16
   Section 4.2.       SEC Reports................................................................................16
   Section 4.3.       Compliance Certificate.....................................................................16
   Section 4.4.       Stay, Extension and Usury Laws.............................................................16
   Section 4.5.       Corporate Existence........................................................................17
   Section 4.6.       Taxes......................................................................................17
   Section 4.7.       Maintenance of Office or Agency............................................................17

ARTICLE V.   SUCCESSORS..........................................................................................17
   Section 5.1.       When Company May Merge, Etc................................................................17
   Section 5.2.       Successor Corporation Substituted..........................................................17

ARTICLE VI.  DEFAULTS AND REMEDIES...............................................................................18
   Section 6.1.       Events of Default..........................................................................18
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                 <C>                                                                                         <C>
   Section 6.2.       Acceleration of Maturity; Rescission and Annulment.........................................19
   Section 6.3.       Collection of Indebtedness and Suits for Enforcement by Trustee............................20
   Section 6.4.       Trustee May File Proofs of Claim...........................................................21
   Section 6.5.       Trustee May Enforce Claims Without Possession of Securities................................21
   Section 6.6.       Application of Money Collected.............................................................22
   Section 6.7.       Limitation on Suits........................................................................22
   Section 6.8.       Unconditional Right of Holders to Receive Principal and Interest...........................22
   Section 6.9.       Restoration of Rights and Remedies.........................................................23
   Section 6.10.      Rights and Remedies Cumulative.............................................................23
   Section 6.11.      Delay or Omission Not Waiver...............................................................23
   Section 6.12.      Control by Holders.........................................................................23
   Section 6.13.      Waiver of Past Defaults....................................................................24
   Section 6.14.      Undertaking for Costs......................................................................24

ARTICLE VII.  TRUSTEE ...........................................................................................24
   Section 7.1.       Duties of Trustee..........................................................................24
   Section 7.2.       Rights of Trustee..........................................................................25
   Section 7.3.       Individual Rights of Trustee...............................................................26
   Section 7.4.       Trustee's Disclaimer.......................................................................26
   Section 7.5.       Notice of Defaults.........................................................................26
   Section 7.6.       Reports by Trustee to Holders..............................................................26
   Section 7.7.       Compensation and Indemnity.................................................................27
   Section 7.8.       Replacement of Trustee.....................................................................27
   Section 7.9.       Successor Trustee by Merger, etc...........................................................28
   Section 7.10.      Eligibility; Disqualification..............................................................28
   Section 7.11.      Preferential Collection of Claims Against Company..........................................28

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE.............................................................29
   Section 8.1.       Satisfaction and Discharge of Indenture....................................................29
   Section 8.2.       Application of Trust Funds; Indemnification................................................30
   Section 8.3.       Legal Defeasance of Securities of any Series...............................................30
   Section 8.4.       Covenant Defeasance........................................................................31
   Section 8.5.       Repayment to Company.......................................................................32
   Section 8.6.       Subsidiary Guarantees......................................................................33

ARTICLE IX.  AMENDMENTS AND WAIVERS..............................................................................33
   Section 9.1.       Without Consent of Holders.................................................................33
   Section 9.2.       With Consent of Holders....................................................................33
   Section 9.3.       Limitations................................................................................34
   Section 9.4.       Compliance with Trust Indenture Act........................................................34
   Section 9.5.       Revocation and Effect of Consents..........................................................34
   Section 9.6.       Notation on or Exchange of Securities......................................................35
   Section 9.7.       Trustee Protected..........................................................................35

ARTICLE X.  MISCELLANEOUS........................................................................................35
   Section 10.2.      Notices....................................................................................35
   Section 10.3.      Communication by Holders with Other Holders................................................36
   Section 10.4.      Certificate and Opinion as to Conditions Precedent.........................................37
   Section 10.5.      Statements Required in Certificate or Opinion..............................................37
   Section 10.6.      Rules by Trustee and Agents................................................................37
   Section 10.7.      Legal Holidays.............................................................................37
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                 <C>                                                                                         <C>
   Section 10.8.      No Recourse Against Others.................................................................37
   Section 10.9.      Counterparts...............................................................................38
   Section 10.10.     Governing Laws.............................................................................38
   Section 10.11.     No Adverse Interpretation of Other Agreements..............................................38
   Section 10.12.     Successors.................................................................................38
   Section 10.13.     Severability...............................................................................38
   Section 10.14.     Table of Contents, Headings, Etc...........................................................38
   Section 10.15.     Securities in a Foreign Currency or in ECU.................................................38
   Section 10.16.     Judgment Currency..........................................................................39

ARTICLE XI. SINKING FUNDS........................................................................................40
   Section 11.1.      Applicability of Article...................................................................40
   Section 11.2.      Satisfaction of Sinking Fund Payments with Securities......................................40
   Section 11.3.      Redemption of Securities for Sinking Fund..................................................40

ARTICLE XII.  SUBSIDIARY GUARANTEES..............................................................................41
   Section 12.1.      Subsidiary Guarantee.......................................................................41
   Section 12.2.      Limitation of Guarantor's Liability........................................................42
</TABLE>



                                      iii
<PAGE>


                           PROVINCE HEALTHCARE COMPANY

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated
as of _________, 200_

<TABLE>
<CAPTION>
<S>                                                          <C>
Sections 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
Sections 311(a)                                              7.11
         (b)                                                 7.11
         (c)                                                 Not Applicable
Sections 312(a)                                              2.6
         (b)                                                 10.3
         (c)                                                 10.3
Sections 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
Sections 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
Sections 315(a)                                              7.1(b)
         (b)                                                 7.5
         (c)                                                 7.1
         (d)                                                 7.1
         (e)                                                 6.14
Sections 316(a)                                              2.10
         (a)(1)(A)                                           6.12
         (a)(1)(B)                                           6.13
         (b)                                                 6.8
Section 316(c)                                               2.14
Sections 317(a)(1)                                           6.3
         (a)(2)                                              6.4
         (b)                                                 2.5
Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.
</TABLE>


                                       iv
<PAGE>



         Senior Indenture dated as of ___________, 200_ between Province
Healthcare Company, a Delaware corporation ("Company"), and [Name of Trustee], a
________________, as Trustee hereunder ("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 the purposes of this definition,
"control" (including, with correlative meanings, the terms "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.

         "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" means anyone in possession from time to time of a Bearer
Security.

         "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
the City of ___________ on which banking institutions are authorized or required
by law, regulation or executive order to close.



                                       1
<PAGE>

         "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, one of whom must be the Company's chief executive officer,
chief financial officer or chief accounting officer.

         "Company Request" means a written request signed in the name of the
Company by its Chairman of the Board, a President or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

         Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.

         "Debt" of any Person as of any date means, without duplication, all
indebtedness of such Person in respect of borrowed money, including all
interest, fees and expenses owed in respect thereto (whether or not the recourse
of the lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments.

         "Default" means any event which is, or after notice or passage of time
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.

         "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.

         "Dollars" and "$" mean the currency 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.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.



                                       2
<PAGE>

         "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.

         "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.

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

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

         "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.

         "Maturity Date" means _________________.

         "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.

         "Officers' Certificate" means a certificate signed by any two of the
Chairman of the Board, the President, Chief Executive Officer, Chief Financial
Officer or chief accounting officer, the Controller, the Secretary and any
Assistant Treasurer of the Company.

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

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

         "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer to whom any corporate trust matter is referred because
of his or her knowledge of and familiarity with a particular subject.

         "SEC" means the Securities and Exchange Commission.



                                       3
<PAGE>

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

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

         "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 direct or indirect Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as
amended, 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" of any specified Person means any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power for the election of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by such Person, or
by one or more other Subsidiaries, or by such Person and one or more other
Subsidiaries.

         "Subsidiary Guarantee" means a Guarantee of a Guarantor pursuant to
Article 12 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.

         "U.S. Government Obligations" means securities which are (i) direct
obligations of The United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America, and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation evidenced by such depository receipt.



                                       4
<PAGE>

Section 1.2.      Other Definitions.

<TABLE>
<CAPTION>
TERM                                                                            DEFINED IN SECTION

<S>                                                                                    <C>
"Bankruptcy Law"                                                                       6.1
"Benefited Party"                                                                      12.1
"Custodian"                                                                            6.1
"Event of Default"                                                                     6.1
"Guarantor"                                                                            12.1
"Journal"                                                                             10.15
"Judgment Currency"                                                                   10.16
"Legal Holiday"                                                                        10.7
"mandatory sinking fund payment"                                                       11.1
"Market Exchange Rate"                                                                10.15
"New York Banking Day"                                                                10.16
"optional sinking fund payment"                                                        11.1
"Paying Agent"                                                                         2.4
"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 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 generally accepted accounting
         principles;



                                       5
<PAGE>

                  (c)   references to "generally accepted accounting principles"
shall mean generally accepted accounting principles in effect as of the time
when and for the period as to which such accounting principles are to be
applied;

                  (d)    "or" is not exclusive;

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

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

                  (g) 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);

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



                                       6
<PAGE>

                  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;

                  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



                                       7
<PAGE>

         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;

                  2.2.20. any other terms of the Securities of the Series (which
         terms shall not be inconsistent with the provisions of this Indenture,
         except as permitted by Section 9.1, but 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. The 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,



                                       8
<PAGE>

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.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. 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 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.



                                       9
<PAGE>

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 interest on the Series of
Securities, and will notify the Trustee of any default by the Company or the
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.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of Securityholders of any Series of
Securities 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



                                       10
<PAGE>

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.

         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 or an
Affiliate 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,



                                       11
<PAGE>

direction, notice, consent or waiver only Securities of a Series that the
Trustee knows are so owned shall be so disregarded.

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 destroy such canceled
Securities (subject to the record retention requirement of the Exchange Act) and
deliver a certificate of such destruction to the Company, unless the Company
otherwise directs. 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. 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.



                                       12
<PAGE>

                  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 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.



                                       13
<PAGE>

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 elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                  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).

Section 3.2.      Selection of Securities to be Redeemed.

         Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all the Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. 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 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
and shall state:

                  (a)      the redemption date;

                  (b)      the redemption price;



                                       14
<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 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. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to 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.

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.

         4.2.1. 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



                                       15
<PAGE>

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.

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

Section 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.



                                       16
<PAGE>

Section 4.6.      Taxes.

         The Company shall, and shall cause each of its Significant 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 obligations 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.

                                   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, 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.

                                   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 (unless the



                                       17
<PAGE>

         entire amount of such payment is deposited by the Company with the
         Trustee or with a Paying Agent prior to the expiration of such period
         of 30 days); or

                  (b) default in the payment of the principal of any Security
         of that Series at its Maturity; or

                  (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 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 under any Debt of the Company (including a
         default with respect to Securities of any Series other than that
         Series) or any Subsidiary, whether such Debt now exists or shall
         hereafter be created, if (A) such default results from the failure to
         pay any such Debt when it becomes due, (B) the principal amount of such
         Debt, together with the principal amount of any other such Debt in
         default for failure to pay principal at stated final maturity or the
         maturity of which has been so accelerated, aggregates $____________ or
         more at any one time outstanding, and (C) such Debt 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 Debt in
         the manner provided for in the applicable debt instrument; or

                  (f) the Company or any of its Significant Subsidiaries
         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,



                                       18
<PAGE>

                           (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

                  (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



                                       19
<PAGE>

                  (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.

         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



                                       20
<PAGE>

         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 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; and

                  Second: 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

                  Third:  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



                                       21
<PAGE>

                  (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;

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

                  (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.

         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 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.



                                       22
<PAGE>

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.

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 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).



                                       23
<PAGE>

                                  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 exercise
         as a prudent man would exercise or use under the circumstances in the
         conduct of his 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.



                                       24
<PAGE>

                  (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.

                  (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 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 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 reasonable security or indemnity
         against the costs, expenses and liabilities which might be incurred by
         it in compliance with such request or direction.

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. Any Agent
may do the same with like rights. The Trustee is also subject to Sections 7.10
and 7.11.



                                       25
<PAGE>

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 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 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 May 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 May 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.

Section 7.7.      Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services. 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 (including the cost of
defending itself) against any loss, liability or expense incurred by it except
as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. 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 through negligence or bad faith.



                                       26
<PAGE>

         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) 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.

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. 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. 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 Holders of at
least 10% in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction 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


                                       27
<PAGE>

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 Sections 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 Section 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 Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.

                     SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.1.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Order cease to be of further effect
(except as hereinafter provided in this Section 8.1), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a)      either

                           (i)      all Securities theretofore authenticated and
                                    delivered (other than Securities that have
                                    been destroyed, lost or stolen and that have
                                    been replaced or paid) have been delivered
                                    to the Trustee for cancellation; or

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

                                    (1)     have become due and payable, or

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

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



                                       28
<PAGE>

                                    (4)     are deemed paid and discharged
                                            pursuant to Section 8.3, as
                                            applicable; and the Company, in the
                                            case of (1), (2) or (3) above, has
                                            deposited or caused to be deposited
                                            with the Trustee as trust funds in
                                            trust an amount sufficient for the
                                            purpose of paying and discharging
                                            the entire indebtedness on such
                                            Securities not theretofore delivered
                                            to the Trustee for cancellation, for
                                            principal and interest to the date
                                            of such deposit (in the case of
                                            Securities which have become due and
                                            payable on or prior to the date of
                                            such deposit) or to the Stated
                                            Maturity or redemption date, as the
                                            case may be;

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

                  (c) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with. Notwithstanding
         the satisfaction and discharge of this Indenture, the obligations of
         the Company to the Trustee under Section 7.7, and, if money shall have
         been deposited with the Trustee pursuant to clause (a) of this Section,
         the provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
         survive.

Section 8.2.      Application of Trust Funds; Indemnification.

                  (a) Subject to the provisions of Section 8.5, all money
         deposited with the Trustee pursuant to Section 8.1, all money and U.S.
         Government Obligations or Foreign Government Obligations deposited with
         the Trustee pursuant to Section 8.3 or 8.4 and all money received by
         the Trustee in respect of U.S. Government Obligations or Foreign
         Government Obligations deposited with the Trustee pursuant to Section
         8.3 or 8.4, shall be held in trust and applied by it, in accordance
         with the provisions of the Securities and this Indenture, to the
         payment, either directly or through any Paying Agent (including the
         Company acting as its own Paying Agent) as the Trustee may determine,
         to the Persons entitled thereto, of the principal and interest for
         whose payment such money has been deposited with or received by the
         Trustee or to make mandatory sinking fund payments or analogous
         payments as contemplated by Sections 8.3 or 8.4.

                  (b) The Company shall pay and shall indemnify the Trustee
         against any tax, fee or other charge imposed on or assessed against
         U.S. Government Obligations or Foreign Government Obligations deposited
         pursuant to Sections 8.3 or 8.4 or the interest and principal received
         in respect of such obligations other than any payable by or on behalf
         of Holders.

                  (c) The Trustee shall deliver or pay to the Company from time
         to time upon Company Request any U.S. Government Obligations or Foreign
         Government Obligations or money held by it as provided in Sections 8.3
         or 8.4 which, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, are then in excess of
         the amount thereof which then would have been required to be deposited
         for the purpose for which such U.S. Government Obligations or Foreign
         Government Obligations or money were deposited or received. This
         provision shall not authorize the sale by the Trustee of any U.S.
         Government Obligations or Foreign Government Obligations held under
         this Indenture.



                                       29
<PAGE>

Section 8.3.      Legal Defeasance of Securities of any Series.

         Unless this Section 8.3 is otherwise specified, pursuant to Section
2.2.20, to be inapplicable to Securities of any Series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of such Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as
to:

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

                  (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and
         8.5; and

                  (c) the rights, powers, trust and immunities of the Trustee
         hereunder; provided that, the following conditions shall have been
         satisfied:

                  (d) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust for the purpose of
         making the following payments, specifically pledged as security for and
         dedicated solely to the benefit of the Holders of such Securities (i)
         in the case of Securities of such Series denominated in Dollars, cash
         in Dollars (or such other money or currencies as shall then be legal
         tender in the United States) and/or U.S. Government Obligations, or
         (ii) in the case of Securities of such Series denominated in a Foreign
         Currency (other than a composite currency), money and/or Foreign
         Government Obligations, which through the payment of interest and
         principal in respect thereof, in accordance with their terms, will
         provide (and without reinvestment and assuming no tax liability will be
         imposed on such Trustee), not later than one day before the due date of
         any payment of money, an amount in cash, sufficient, in the opinion of
         a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge each installment of principal (including mandatory
         sinking fund or analogous payments) of and interest, if any, on all the
         Securities of such Series on the dates such installments of interest or
         principal are due;

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

                  (f) no Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;

                  (g) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel to the effect that (i)
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of execution
         of this Indenture, there has been a change in the applicable Federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall confirm that, the Holders of the
         Securities of such Series will not recognize income, gain or loss for
         Federal income tax purposes

                                       30
<PAGE>

         as a result of such deposit, defeasance and discharge and will be
         subject to Federal income tax on the same amount and in the same
         manner and at the same times as would have been the case if such
         deposit, defeasance and discharge had not occurred;

                  (h) 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 the Securities of
         such Series over any other creditors of the company or with the intent
         of defeating, hindering, delaying or defrauding any other creditors of
         the Company;

                  (i) such deposit shall not result in the trust arising from
         such deposit constituting an investment company (as defined in the
         Investment Company Act of 1940, as amended), or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

                  (j) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to the defeasance
         contemplated by this Section have been complied with.

Section 8.4.      Covenant Defeasance.

         Unless this Section 8.4 is otherwise specified pursuant to Section
2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth under
Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants
contained in a supplemental indenture hereto for a particular Series of
Securities or a Board Resolution or an Officers' Certificate delivered pursuant
to Section 2.2.20 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default under Section 6.1) and the occurrence
of any event described in clause (e) of Section 6.1 shall not constitute a
Default or Event of Default hereunder, with respect to the Securities of such
Series, provided that the following conditions shall have been satisfied:

                  (a) With reference to this Section 8.4, the Company has
         deposited or caused to be irrevocably deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated in Dollars, cash in Dollars (or such other money or
         currencies as shall then be legal tender in the United States) and/or
         U.S. Government Obligations, or (ii) in the case of Securities of such
         Series denominated in a Foreign Currency (other than a composite
         currency), money and/or Foreign Government Obligations, which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         sufficient, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay principal and
         interest, if any, on and any mandatory sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

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

                  (c) No Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;



                                       31
<PAGE>

                  (d) the Company shall have delivered to the Trustee an Opinion
         of Counsel confirming that Holders of the Securities of such Series
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such deposit and 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 deposit and defeasance
         had not occurred;

                  (e) the Company shall have delivered to the Trustee an
         Officers' Certificate stating the deposit was not made by the Company
         with the intent of preferring the Holders of the Securities of such
         Series over any other creditors of the Company or with the intent of
         defeating, hindering, delaying or defrauding any other creditors of the
         Company; and

                  (f) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the defeasance
         contemplated by this Section have been complied with.

Section 8.5.      Repayment to Company.

         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal and interest that remains
unclaimed for two years. After that, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person.

Section 8.6.      Subsidiary Guarantees.

         If there are any Subsidiary Guarantees, the Guarantors shall be treated
the same as the Company and the Subsidiary Guarantors shall be treated the same
as the Securities under this Article VIII.

                                   ARTICLE IX.

                             AMENDMENTS AND WAIVERS

Section 9.1.      Without Consent of Holders.

         The Company, the Guarantors 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


                                       32
<PAGE>

         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
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) change the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

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

                  (c) reduce the principal or change the Stated Maturity of any
         Security or reduce the amount of, or postpone the date fixed for, the
         payment of any sinking fund or analogous obligation;

                  (d) reduce the principal amount of Discount Securities payable
         upon acceleration of the maturity thereof;

                  (e) waive a Default or Event of Default in the payment of the
         principal of 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);



                                       33
<PAGE>

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

                  (g) make any change in Sections 6.8, 6.13, 9.3, 10.15 or
         10.16; or

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

Section 9.4.      Compliance with Trust Indenture Act.

         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 Protected.

         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 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.



                                       34
<PAGE>

                                   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.

         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:

                  If to the Company or any Guarantor:

                          Province Healthcare Company
                          105 Westwood Place, Suite 400
                          Brentwood, TN  37207
                          Attention: General Counsel
                          Facsimile No.: (615) 370-1259

                  With a copy to:
                          Waller Lansden Dortch & Davis,
                          A Professional Limited Liability Company
                          511 Union Street, Suite 2100
                          Nashville, TN  37219
                          Attention:  Robert L. Harris
                          Facsimile No.:  (615) 244-6804

                  If to the Trustee:

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

                          ------------------------
                          Attention: Corporate Trust Trustee Administration
                          Facsimile No.: ______________


         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) 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


                                       35
<PAGE>

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 Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

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
Section 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.



                                       36
<PAGE>

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 Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
or any Guarantor shall not have any liability for any obligations of the Company
or any Guarantor under the Securities, the Subsidiary Guarantees, if any, or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security and
the related Subsidiary Guarantees waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Securities.

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.



                                       37
<PAGE>

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 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


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<PAGE>

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.

         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


                                       39
<PAGE>

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.

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

Section 12.1.     Subsidiary Guarantee.

         Each Subsidiary that is or hereafter becomes a signatory hereto (each,
a "Guarantor"), upon execution of a supplemental indenture, hereby jointly and
severally unconditionally guarantees to each Securitiesholder 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 Securitiesholders 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 Securitiesholders 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


                                       40
<PAGE>

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. 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 Securitiesholder 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 Securitiesholder, 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 Securitiesholders
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 Securitiesholders 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
Securitiesholder 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 12 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 12, 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 Securitiesholder 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.



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<PAGE>



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

                                       PROVINCE HEALTHCARE COMPANY

                                       By:
                                       ---------------------------------------
                                       Name: Martin S. Rash
                                       Its: Chairman and Chief Executive Officer


                                       [Name of Trustee]

                                       By:
                                       ---------------------------------------
                                       Name:
                                       Its:


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