<PAGE>
                                                                    EXHIBIT 4.13
                                                          Subordinated Indenture

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



                          TESORO PETROLEUM CORPORATION,

                                    AS ISSUER


                                       AND


                                             ,
                                  -----------

                                   AS TRUSTEE


                                   ----------

                                    INDENTURE

                                   ----------



                         DATED AS OF __________ __, 200_



                                   ----------



                          SUBORDINATED DEBT SECURITIES



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



                                                          Subordinated Indenture

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                   <C>                                                                                      <C>

                                                    ARTICLE ONE
                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.         Definitions................................................................................1
Section 1.02.         Compliance Certificates and Opinions......................................................10
Section 1.03.         Form of Documents Delivered to Trustee....................................................10
Section 1.04.         Notices, etc., to Trustee and Company.....................................................11
Section 1.05.         Notice to Holders; Waiver.................................................................11
Section 1.06.         Conflict with Trust Indenture Act.........................................................12
Section 1.07.         Effect of Headings and Table of Contents..................................................12
Section 1.08.         Successors and Assigns....................................................................12
Section 1.09.         Separability Clause.......................................................................12
Section 1.10.         Benefits of Indenture.....................................................................12
Section 1.11.         Governing Law.............................................................................12
Section 1.12.         Legal Holidays............................................................................13
Section 1.13.         No Security Interest Created..............................................................13
Section 1.14.         Liability Solely Corporate................................................................13
Section 1.15.         Indenture May be Executed in Counterparts.................................................14

                                                    ARTICLE TWO
                                                DEBT SECURITY FORMS

Section 2.01.         Forms Generally...........................................................................14
Section 2.02.         Form of Trustee's Certificate of Authentication...........................................14
Section 2.03.         Securities in Global Form.................................................................15

                                                   ARTICLE THREE
                                                THE DEBT SECURITIES

Section 3.01.         Amount Unlimited; Issuable in Series......................................................15
Section 3.02.         Denominations.............................................................................19
Section 3.03.         Execution, Authentication, Delivery and Dating............................................19
Section 3.04.         Temporary Debt Securities; Global Notes Representing Registered Securities................20
Section 3.05.         Registration; Registration of Transfer and Exchange.......................................23
Section 3.06.         Mutilated, Destroyed, Lost and Stolen Debt Securities.....................................24
Section 3.07.         Payment of Interest; Interest Rights Preserved............................................24
Section 3.08.         Cancellation..............................................................................26
Section 3.09.         Computation of Interest...................................................................26
Section 3.10.         Currency of Payments in Respect of Debt Securities........................................26
Section 3.11.         Judgments.................................................................................29
Section 3.12.         Exchange Upon Default.....................................................................29
Section 3.13.         CUSIP and ISN Numbers.....................................................................30

                                                   ARTICLE FOUR
                                            SATISFACTION AND DISCHARGE

Section 4.01.         Satisfaction and Discharge of Indenture...................................................30
Section 4.02.         Application of Trust Money................................................................31
</Table>


                                                          Subordinated Indenture
                                        i
<PAGE>

<Table>
<S>                   <C>                                                                                      <C>
                                                   ARTICLE FIVE
                                                     REMEDIES

Section 5.01.         Events of Default.........................................................................32
Section 5.02.         Acceleration of Maturity; Rescission and Annulment........................................33
Section 5.03.         Collection of Indebtedness and Suits for Enforcement by Trustee...........................34
Section 5.04.         Trustee May File Proofs of Claim..........................................................35
Section 5.05.         Trustee May Enforce Claims Without Possession of Debt Securities..........................35
Section 5.06.         Application of Money Collected............................................................36
Section 5.07.         Limitation on Suits.......................................................................36
Section 5.08.         Unconditional Right of Holders to Receive Principal, Premium and Interest.................37
Section 5.09.         Restoration of Rights and Remedies........................................................37
Section 5.10.         Rights and Remedies Cumulative............................................................37
Section 5.11.         Delay or Omission Not Waiver..............................................................37
Section 5.12.         Control by Holders........................................................................37
Section 5.13.         Waiver of Past Defaults...................................................................38
Section 5.14.         Undertaking for Costs.....................................................................38
Section 5.15.         Waiver of Stay or Extension Laws..........................................................38

                                                    ARTICLE SIX
                                                    THE TRUSTEE

Section 6.01.         Certain Duties and Responsibilities.......................................................39
Section 6.02.         Notice of Defaults........................................................................40
Section 6.03.         Certain Rights of Trustee.................................................................40
Section 6.04.         Not Responsible for Recitals or Issuance of Debt Securities...............................41
Section 6.05.         May Hold Debt Securities..................................................................41
Section 6.06.         Money Held in Trust.......................................................................41
Section 6.07.         Compensation and Reimbursement............................................................42
Section 6.08.         Disqualification; Conflicting Interests...................................................42
Section 6.09.         Corporate Trustee Required; Eligibility...................................................47
Section 6.10.         Resignation and Removal; Appointment of Successor.........................................48
Section 6.11.         Acceptance of Appointment by Successor....................................................49
Section 6.12.         Merger, Conversion, Consolidation or Succession to Business...............................50
Section 6.13.         Preferential Collection of Claims Against Company.........................................50
Section 6.14.         Appointment of Authenticating Agent.......................................................53

                                                   ARTICLE SEVEN
                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.         Company to Furnish Trustee Names and Addresses of Holders.................................55
Section 7.02.         Preservation of Information; Communication to Holders.....................................55
Section 7.03.         Reports by Trustee........................................................................56
Section 7.04.         Reports by Company........................................................................58

                                                   ARTICLE EIGHT
                                              CONCERNING THE HOLDERS

Section 8.01.         Acts of Holders...........................................................................59
Section 8.02.         Proof of Ownership; Proof of Execution of Instruments by Holder...........................59
Section 8.03.         Persons Deemed Owners.....................................................................59
Section 8.04.         Revocation of Consents; Future Holders Bound..............................................60
</Table>


                                                          Subordinated Indenture
                                       ii
<PAGE>

<Table>
<S>                   <C>                                                                                      <C>
                                                   ARTICLE NINE
                                                 HOLDERS' MEETINGS

Section 9.01.         Purposes of Meetings......................................................................60
Section 9.02.         Call of Meetings by Trustee...............................................................60
Section 9.03.         Call of Meetings by Company or Holders....................................................61
Section 9.04.         Qualifications for Voting.................................................................61
Section 9.05.         Regulations...............................................................................61
Section 9.06.         Voting....................................................................................62
Section 9.07.         No Delay of Rights by Meeting.............................................................62

                                                    ARTICLE TEN
                               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01.        Company May Consolidate, etc., Only on Certain Terms......................................62
Section 10.02.        Successor Corporation Substituted.........................................................63

                                                  ARTICLE ELEVEN
                                              SUPPLEMENTAL INDENTURES

Section 11.01.        Supplemental Indentures Without Consent of Holders........................................63
Section 11.02.        Supplemental Indentures With Consent of Holders...........................................64
Section 11.03.        Execution of Supplemental Indentures......................................................66
Section 11.04.        Effect of Supplemental Indentures.........................................................66
Section 11.05.        Conformity with Trust Indenture Act.......................................................66
Section 11.06.        Reference in Debt Securities to Supplemental Indentures...................................66
Section 11.07.        Notice of Supplemental Indenture..........................................................66

                                                  ARTICLE TWELVE
                                                     COVENANTS

Section 12.01.        Payment of Principal, Premium and Interest................................................66
Section 12.02.        Officer's Certificate as to Default.......................................................67
Section 12.03.        Maintenance of Office or Agency...........................................................67
Section 12.04.        Money for Debt Securities; Payments To Be Held in Trust...................................67
Section 12.05.        Corporate Existence.......................................................................69
Section 12.06.        Waiver of Certain Covenants...............................................................69

                                                 ARTICLE THIRTEEN
                                           REDEMPTION OF DEBT SECURITIES

Section 13.01.        Applicability of Article..................................................................69
Section 13.02.        Election to Redeem; Notice to Trustee.....................................................69
Section 13.03.        Selection by Trustee of Debt Securities to Be Redeemed....................................69
Section 13.04.        Notice of Redemption......................................................................70
Section 13.05.        Deposit of Redemption Price...............................................................71
Section 13.06.        Debt Securities Payable on Redemption Date................................................71
Section 13.07.        Debt Securities Redeemed in Part..........................................................71

                                                 ARTICLE FOURTEEN
                                                   SINKING FUNDS

Section 14.01.        Applicability of Article..................................................................72
Section 14.02.        Satisfaction of Mandatory Sinking Fund Payments with Debt Securities......................72
Section 14.03.        Redemption of Debt Securities for Sinking Fund............................................72
</Table>


                                                          Subordinated Indenture
                                       iii
<PAGE>

<Table>
<S>                   <C>                                                                                      <C>
                                                  ARTICLE FIFTEEN
                                                    DEFEASANCE

Section 15.01.        Applicability of Article..................................................................74
Section 15.02.        Defeasance Upon Deposit of Moneys or U.S. Government Obligations..........................74
Section 15.03.        Deposited Moneys and U.S. Government, Obligations to Be Held in Trust.....................76
Section 15.04.        Repayment to Company......................................................................76

                                                  ARTICLE SIXTEEN
                                                    CONVERSION

Section 16.01.        Applicability; Conversion Privilege.......................................................76
Section 16.02.        Conversion Procedure; Conversion Price; Fractional Shares.................................77
Section 16.03.        Adjustment of Conversion Price for Common Stock...........................................78
Section 16.04.        Consolidation or Merger of the Company....................................................80
Section 16.05.        Notice of Adjustment......................................................................81
Section 16.06.        Notice in Certain Events..................................................................81
Section 16.07.        Company to Reserve Stock; Registration; Listing...........................................82
Section 16.08.        Taxes on Conversion.......................................................................82
Section 16.09.        Conversion After Record Date..............................................................82
Section 16.10.        Company Determination Final...............................................................83
Section 16.11.        Trustee's Disclaimer......................................................................83

                                                 ARTICLE SEVENTEEN
                                                     GUARANTEE

Section 17.01.        Applicability of Article; Unconditional Guarantee.........................................83
Section 17.02.        Execution and Delivery of Guarantee.......................................................85
Section 17.03.        Limitation on Subsidiary Guarantors' Liability............................................86
Section 17.04.        Release of Subsidiary Guarantors from Guarantee...........................................86
Section 17.05.        Subsidiary Guarantor Contribution.........................................................86

                                                 ARTICLE EIGHTEEN
                                                   SUBORDINATION

Section 18.01.        Agreement to Subordinate..................................................................87
Section 18.02.        Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Debt
                      Securities................................................................................87
Section 18.03.        No Payment on Debt Securities in Event of Default on Senior Indebtedness..................89
Section 18.04.        Payments on Debt Securities Permitted.....................................................89
Section 18.05.        Trustee to Effectuate Subordination.......................................................89
Section 18.06.        Notices to Trustee........................................................................89
Section 18.07.        Trustee as Holder of Senior Indebtedness..................................................90
Section 18.08.        Modification of Terms of Senior Indebtedness..............................................90
Section 18.09.        Reliance on Judicial Order or Certificate of Liquidation Agent............................91
Section 18.10.        Trusts Moneys Not Subordinated............................................................91
</Table>


                                                          Subordinated Indenture
                                       iv
<PAGE>

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated
as of _____________ __, 200_.

<Table>
<Caption>
Trust Indenture Act Section                                                         Indenture Section
---------------------------                                                         -----------------
<S>              <C>                                                                <C>

Sec. 310          (a)(1)........................................................    6.09
                  (a)(2)........................................................    6.09
                  (a)(3)........................................................    Not Applicable
                  (a)(4)........................................................    Not Applicable
                  (a)(5)........................................................    6.09
                  (b)...........................................................    6.08, 6.10
                  (c)...........................................................    Not Applicable
Sec. 311          (a)...........................................................    6.13(a)
                  (b)...........................................................    6.13(b)
                  (c)...........................................................    Not Applicable
Sec. 312          (a)...........................................................    7.01, 7.02(a)
                  (b)...........................................................    7.02(b)
                  (c)...........................................................    7.02(c)
Sec. 313          (a)...........................................................    7.03(a)
                  (b)...........................................................    7.03(b)
                  (c)...........................................................    7.03(a),
                                                                                    7.03(c)
                  (d)...........................................................    7.03(d)
Sec. 314          (a)...........................................................    7.04, 12.02
                  (b)...........................................................    Not Applicable
                  (c)(1)........................................................    1.02
                  (c)(2)........................................................    1.02
                  (c)(3)........................................................    Not Applicable
                  (d)...........................................................    Not Applicable
                  (e)...........................................................    1.02
Sec. 315          (a)...........................................................    6.01(a),
                                                                                    6.01(c)
                  (b)...........................................................    6.02,
                                                                                    7.03(a)(7)
                  (c)...........................................................    6.01(b)
                  (d)...........................................................    6.01(c)
                  (d)(1)........................................................    6.01(a)
                  (d)(2)........................................................    6.01(c)(2)
                  (d)(3)........................................................    6.01(c)(3)
                  (e)...........................................................    5.14
Sec. 316          (a)(1)(A).....................................................    5.02, 5.12
                  (a)(1)(B).....................................................    5.13
                  (a)(2)........................................................    Not Applicable
                  (b)...........................................................    5.08
                  (c)...........................................................    Not Applicable
Sec. 317          (a)(1)........................................................    5.03
                  (a)(2)........................................................    5.04
                  (b)...........................................................    12.04
Sec. 318          ..............................................................    1.06
</Table>

----------

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


                                                          Subordinated Indenture
<PAGE>

                  INDENTURE dated as of _______ __, 200_ between TESORO
PETROLEUM CORPORATION, a Delaware corporation (hereinafter called the
"COMPANY"), having its principal executive office at 300 Concord Plaza Drive,
San Antonio, Texas 78216-6999 and _____________ (hereinafter called the
"TRUSTEE"), having its Corporate Trust Office at ____________________________.

                             RECITALS OF THE COMPANY

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01. DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles or as provided with respect to any series of Debt
         Securities, and, except as otherwise herein provided or as provided
         with respect to any series of Debt Securities, the term "GENERALLY
         ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" with respect to any
         computation required or permitted hereunder with respect to any series
         of Debt Securities, shall mean such as set forth in the opinions and
         pronouncements of the Accounting Principles Board of the American
         Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board or in such
         other statements by such other entity as have been approved by a
         significant segment of the accounting profession of the United States
         which are in effect as of the issuance date of such series of Debt
         Securities;

                  (4) the words "HEREIN," "HEREOF" and "HEREUNDER" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.



                                                          Subordinated Indenture
<PAGE>

                  (5) "OR" is not exclusive;

                  (6) "INCLUDING" (in all of its forms) means including without
         limitation; and

                  (7) any references to an Article or Section refers to an
         Article or a Section, respectively, of this Indenture.

Certain terms, used principally in Article Three, Article Six or Article
Seventeen, are defined in those respective Articles.

                  "ACT" when used with respect to any Holder, has the meaning
         specified in Section 8.01.

                  "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 "controlling," "controlled by" and "under common control with")
         as used with respect to any Person means 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, by agreement or otherwise.

                  "AUTHENTICATING AGENT" has the meaning specified in Section
         6.14.

                  "BOARD OF DIRECTORS" means either the board of directors of
         the Company, or any committee of that board duly authorized to act
         hereunder or any director or directors and/or officer or officers of
         the Company to whom that board or committee shall have delegated its
         authority.

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

                  "BUSINESS DAY" when used with respect to any Place of Payment
         or any other particular location referred to in this Indenture or in
         the Debt Securities means any day which is not a Saturday, a Sunday or
         a legal holiday or a day on which banking institutions or trust
         companies in that Place of Payment or other location are authorized or
         obligated by law to close, except as otherwise specified pursuant to
         Section 3.01.

                  "CAPITAL STOCK" means: (i) in the case of a corporation,
         corporate stock (however designated); (ii) in the case of an
         association or business entity, any and all shares, interests,
         participations, rights or other equivalents (however designated) of
         corporate stock; (iii) in the case of a partnership or limited
         liability company, partnership or membership interests (whether general
         or limited); and (iv) any other interest or participation that confers
         on a Person the right to receive a share of the profits and losses of,
         or distributions of assets of, the issuing Person.

                  "CLOSING PRICE" of the Common Stock shall mean the last
         reported sale price of such stock (regular way) as shown on the
         Composite Tape of the New York Stock Exchange (or, if such stock is not
         listed or admitted to trading on the New York Stock



                                                          Subordinated Indenture
                                       2
<PAGE>

         Exchange, on the principal national securities exchange on which such
         stock is listed or admitted to trading), or, in case no such sale takes
         place on such day, the average of the closing bid and asked prices on
         the New York Stock Exchange (or, if such stock is not listed or
         admitted to trading on the New York Stock Exchange, on the principal
         national securities exchange on which such stock is listed or admitted
         to trading), or, if it is not listed or admitted to trading on any
         national securities exchange, the average of the closing bid and asked
         prices as reported by the National Association of Securities Dealers
         Automated Quotation System (NASDAQ), or if such stock is not so
         reported, the average of the closing bid and asked prices as furnished
         by any member of the National Association of Securities Dealers, Inc.,
         selected from time to time by the Company for that purpose.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

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

                  "COMMON STOCK" shall mean the Class A Common Stock, par value
         $.01 per share, of the Company authorized at the date of this Indenture
         as originally signed, or any other class of stock resulting from
         successive changes or reclassifications of such Common Stock, and in
         any such case including any shares thereof authorized after the date of
         this Indenture.

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

                  "COMPANY ORDER" and "COMPANY REQUEST" mean, respectively, a
         written request or order signed in the name of the Company by the
         Chairman of the Board of Directors, the Chief Executive Officer, the
         President, the Chief Financial Officer or a Vice President and by the
         Treasurer, an Assistant Treasurer, the Controller, an Assistant
         Controller, the Secretary or an Assistant Secretary of the Company, and
         delivered to the Trustee.

                  "COMPONENT CURRENCY" has the meaning specified in Section
         3.10(h).

                  "CONVERSION AGENT" means any Person authorized by the Company
         to receive Debt Securities to be converted into Common Stock on behalf
         of the Company. The Company initially authorizes the Trustee to act as
         Conversion Agent for the Debt Securities on its behalf. The Company may
         at any time from time to time authorize one or more Persons to act as
         Conversion Agent in addition to or in place of the Trustee with respect
         to any series of Debt Securities issued under this Indenture.

                  "CONVERSION DATE" has the meaning specified in Section
         3.10(d).

                  "CONVERSION EVENT" means the cessation of (i) a Foreign
         Currency to be used both by the government of the country which issued
         such Currency and for the settlement



                                                          Subordinated Indenture
                                       3
<PAGE>

         of transactions by public institutions of or within the international
         banking community or (ii) any Currency unit to be used for the purposes
         for which it was established.

                  "CONVERSION PRICE" means, with respect to any series of Debt
         Securities which are convertible into Common Stock, the price per share
         of Common Stock at which the Debt Securities of such series are so
         convertible pursuant to Section 3.01 with respect to such series, as
         the same may be adjusted from time to time in accordance with Section
         16.03.

                  "CORPORATE TRUST OFFICE" means the principal corporate trust
         office of the Trustee at which at any particular time its corporate
         trust business shall be administered, which office at the date of
         execution of this instrument is located at _____________________.

                  "CURRENCY" means Dollars or Foreign Currency.

                  "CURRENCY DETERMINATION AGENT" means the agent, if any, from
         time to time selected by the Trustee for purposes of Section 3.10;
         provided that such agent shall accept such appointment in writing and
         the terms of such appointment shall be acceptable to the Company and
         shall, in the opinion of the Company and the Trustee at the time of
         such appointment, require such agent to make the determinations
         required by this Indenture by a method consistent with the method
         provided in this Indenture for the making of such decision or
         determination.

                  "CURRENT MARKET PRICE" on any date shall mean the average of
         the daily Closing Prices per share of Common Stock for any thirty (30)
         consecutive Trading Days selected by the Company prior to the date in
         question, which thirty (30) consecutive Trading Day period shall not
         commence more than forty-five (45) Trading Days prior to the day in
         question; provided that with respect to Section 16.03(3), the "Current
         Market Price" of the Common Stock shall mean the average of the daily
         Closing Prices per share of Common Stock for the five (5) consecutive
         Trading Days ending on the date of the distribution referred to in
         Section 16.03(3) (or if such date shall not be a Trading Day, on the
         Trading Day immediately preceding such date).

                  "DEBT SECURITIES" has the meaning stated in the first recital
         of this Indenture and more particularly means any Debt Securities
         (including any Global Notes) authenticated and delivered under this
         Indenture.

                  "DEFAULTED INTEREST" has the meaning specified in Section
         3.07(b).

                  "DEPOSITARY" means, with respect to the Debt Securities of any
         series issuable or issued in the form of one or more Global Notes, the
         Person designated as Depositary by the Company pursuant to Section 3.01
         until a successor Depositary shall have become such pursuant to the
         applicable provisions of this Indenture, and thereafter "Depositary"
         shall mean or include each Person who is then a Depositary hereunder,
         and if at any time there is more than one such Person, "Depositary" as
         used with respect to the Debt Securities of any such series shall mean
         the Depositary with respect to the Global Notes of that series.

                  "DISCHARGED" has the meaning specified in Section 15.02.



                                                          Subordinated Indenture
                                       4
<PAGE>

                  "DISCOUNT SECURITY" means any Debt Security which is issued
         with "original issue discount" within the meaning of Section 1273(a) of
         the Code (or any successor provision) and the regulations thereunder.

                  "DOLLAR" or "$" means a dollar or other equivalent unit in
         such coin or currency of the United States as at the time of payment is
         legal tender for the payment of public and private debts.

                  "DOLLAR EQUIVALENT OF THE CURRENCY UNIT" has the meaning
         specified in Section 3.10(g).

                  "DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" has the meaning
         specified in Section 3.10(f).

                  "ELECTION DATE" has the meaning specified in Section 3.10(h).

                  "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

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

                  "EXCHANGE RATE OFFICER'S CERTIFICATE" means a telex or a
         certificate setting forth (i) the applicable Market Exchange Rate and
         (ii) the Dollar, Foreign Currency or Currency unit amounts of
         principal, premium, if any, and any interest respectively (on an
         aggregate basis and on the basis of a Debt Security having the lowest
         denomination principal amount determined in accordance with Section
         3.02 in the relevant Currency or Currency unit), payable on the basis
         of such Market Exchange Rate sent (in the case of a telex) or signed
         (in the case of a certificate) by the Treasurer or any Assistant
         Treasurer of the Company.

                  "FIXED RATE SECURITY" means a Debt Security which provides for
         the payment of interest at a fixed rate.

                  "FLOATING RATE SECURITY" means a Debt Security which provides
         for the payment of interest at a variable rate determined periodically
         by reference to an interest rate index or any other index specified
         pursuant to Section 3.01.

                  "FOREIGN CURRENCY" means any coin, currency, currency unit or
         composite currency, including, without limitation, the euro, issued by
         the government of one or more countries other than the United States,
         or by any internationally recognized union, confederation or
         association of such governments.

                  "GLOBAL NOTE" means with respect to any series of Debt
         Securities issued hereunder, a Debt Security (in either temporary or
         permanent form) which is executed by the Company and authenticated and
         delivered by the Trustee to the Depositary or pursuant to the
         Depositary's instruction, all in accordance with this Indenture and any
         indentures supplemental hereto, or Board Resolution and set forth in an
         Officer's Certificate, which shall be registered in the name of the
         Depositary or its nominee and which shall represent, and shall be
         denominated in an amount equal to the aggregate principal amount of,
         all the Outstanding Debt Securities of such series or any portion
         thereof, in either case having the same terms, including, without
         limitation, the same



                                                          Subordinated Indenture
                                       5
<PAGE>

         original issue date, date or dates on which principal is due and
         interest rate or method of determining interest.

                  "HOLDER," "HOLDER OF DEBT SECURITIES" or other similar terms
         means, with respect to a Debt Security, the Registered Holder.

                  "INDENTURE" means this instrument as originally executed, or
         as it may from time to time be supplemented or amended by one or more
         indentures supplemental hereto entered into pursuant to the applicable
         provisions hereof and, unless the context otherwise requires, shall
         include the terms of a particular series of Debt Securities as
         established pursuant to Section 3.01.

                  The term "INTEREST," when used with respect to a Discount
         Security which by its terms bears interest only on a certain date,
         means interest payable after such date.

                  "INTEREST PAYMENT DATE" with respect to any Debt Security
         means the Stated Maturity of an installment of interest on such Debt
         Security.

                  "MARKET EXCHANGE RATE" means the noon Dollar buying rate in
         The City of New York for cable transfers of such currency or currencies
         as published by the Federal Reserve Bank of New York as of the most
         recent available date. 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, quotations from one or more
         major banks in The City of New York or in the country of issue of the
         currency in question, which for purposes of the euro shall be any
         member state of the European Union that has adopted the euro, as the
         Trustee shall deem appropriate.

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

                  "OFFICERS' CERTIFICATE" means a certificate signed by the
         Chairman of the Board of Directors, the Chief Executive Officer, the
         President, the Chief Financial Officer or a Vice President, and by the
         Treasurer, an Assistant Treasurer, the Controller, an Assistant
         Controller, the Secretary or an Assistant Secretary of the Company, and
         delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
         may be counsel to the Company (including an employee of the Company)
         and who shall be satisfactory to the Trustee, which is delivered to the
         Trustee.

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

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



                                                          Subordinated Indenture
                                       6
<PAGE>

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

                  (iii) Debt Securities of that series which have been paid
                  pursuant to Section 3.06 or in exchange for or in lieu of
                  which other Debt Securities have been authenticated and
                  delivered pursuant to this Indenture, other than any such Debt
                  Securities in respect of which there shall have been presented
                  to the Trustee proof satisfactory to it that such Debt
                  Securities are held by a bona fide purchaser in whose hands
                  such Debt Securities are valid obligations of the Company;

         provided, however, that in determining whether the Holders of the
         requisite principal amount of Outstanding Debt Securities of any series
         have performed any Act hereunder, Debt Securities owned by the Company
         or any other obligor upon the Debt Securities or any Subsidiary of the
         Company or of such other obligor shall be disregarded and deemed not to
         be Outstanding (provided, that in connection with any offer by the
         Company or any obligor to purchase Debt Securities, Debt Securities
         rendered by a Holder shall be Outstanding until the date of purchase),
         except that, in determining whether the Trustee shall be protected in
         relying upon any such Act, only Debt Securities which the Trustee knows
         to be so owned shall be so disregarded. Debt Securities so owned which
         have been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Trustee the pledgee's
         right to act with respect to such Debt Securities and that the pledgee
         is not the Company or any other obligor upon the Debt Securities or any
         Subsidiary of the Company or of such other obligor. In determining
         whether the Holders of the requisite principal amount of Outstanding
         Debt Securities have performed any Act hereunder, the principal amount
         of a Discount Security that shall be deemed to be Outstanding for such
         purpose 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 5.02 and the
         principal amount of a Debt Security denominated in a Foreign Currency
         that shall be deemed to be Outstanding for such purpose shall be the
         amount calculated pursuant to Section 3.10(j).

                  "OVERDUE RATE" when used with respect to any series of the
         Debt Securities, means the rate designated as such in or pursuant to
         the Board Resolution or the supplemental indenture, as the case may be,
         relating to such series as contemplated by Section 3.01.

                  "PAYING AGENT" means any Person authorized by the Company to
         pay the principal of (and premium, if any) or interest on any Debt
         Securities on behalf of the Company.

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



                                                          Subordinated Indenture
                                       7
<PAGE>

                  "PLACE OF PAYMENT" when used with respect to the Debt
         Securities of any series means the place or places where the principal
         of (and premium, if any) and interest on the Debt Securities of that
         series are payable as specified pursuant to Section 3.01.

                  "PREDECESSOR SECURITY" of any particular Debt Security means
         every previous Debt Security evidencing all or a portion of the same
         debt as that evidenced by such particular Debt Security; and, for the
         purposes of this definition, any Debt Security authenticated and
         delivered under Section 3.06 in lieu of a mutilated, lost, destroyed or
         stolen Debt Security shall be deemed to evidence the same debt as the
         mutilated, lost, destroyed or stolen Debt Security.

                  "REDEMPTION DATE" when used with respect to any Debt Security
         to be redeemed, means the date fixed for redemption by or pursuant to
         this Indenture, including pursuant to the Board Resolution or
         supplemental indenture relating to such Debt Security as contemplated
         by Section 3.01.

                  "REDEMPTION PRICE" means, in the case of a Discount Security,
         the amount of the principal thereof that would be due and payable as of
         the Redemption Date upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.02, and in the case of any other Debt
         Security, the principal amount thereof, plus, in each case, premium, if
         any, and accrued and unpaid interest, if any, to the Redemption Date.

                  "REGISTERED HOLDER" means the Person in whose name a
         Registered Security is registered in the Security Register.

                  "REGISTERED SECURITY" means any Debt Security in the form
         established pursuant to Section 2.01 which is registered as to
         principal and interest in the Security Register.

                  "REGULAR RECORD DATE" for the interest payable on the
         Registered Securities of any series on any Interest Payment Date means
         the date specified for the purpose pursuant to Section 3.01 for such
         Interest Payment Date.

                  "RESPONSIBLE OFFICER" when used with respect to the Trustee
         means any vice president, the secretary, any assistant secretary or any
         assistant vice president or any other officer of the Trustee
         customarily performing functions similar to those performed by any of
         the above designated officers and also means, with respect to a
         particular corporate trust matter, any other officer to whom such
         matter is referred because of his knowledge of and familiarity with the
         particular subject.

                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
         respective meanings specified in Section 3.05(a).

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
         Interest means a date fixed by the Trustee pursuant to Section 3.07.

                  "SPECIFIED AMOUNT" has the meaning specified in Section
         3.10(h).

                  "SENIOR INDEBTEDNESS" means, unless otherwise provided with
         respect to the Debt Securities of a series as contemplated by Section
         3.01, the principal of, (and premium, if any) and unpaid interest on,
         (i) indebtedness of the Company or its Subsidiaries, whether
         outstanding on the date of this Indenture or thereafter created,



                                                          Subordinated Indenture
                                       8
<PAGE>

         incurred, assumed or guaranteed, for money borrowed, unless in the
         instrument creating or evidencing the same or pursuant to which the
         same is outstanding it is expressly provided that such indebtedness is
         not senior or prior in right of payment to the Debt Securities, in the
         case of the Company, or any guarantee of any Debt Security by an
         Subsidiary of the Company, in the case of a Subsidiary of the Company,
         or to any such indebtedness which is pari passu with or subordinated to
         the Debt Securities, in the case of the Company, or any guarantee of
         any Debt Securities by any Subsidiary of the Company, in the case of a
         Subsidiary of the Company, and (ii) renewals, extensions, modifications
         and refundings, in whole or part, of any such indebtedness or other
         evidence of indebtedness issued in exchange for such indebtedness;
         provided that in no event shall "Senior Indebtedness" include (a)
         indebtedness evidenced by Debt Securities of any series or any
         guarantee of any Debt Security by any Subsidiary of the Company, (b)
         indebtedness for money borrowed of any of the Company or any Subsidiary
         of the Company which has guaranteed any Debt Security, in each case
         owed or owing to any Subsidiary of the Company or (c) indebtedness for
         money borrowed of any Subsidiary of the Company which has guaranteed
         any Debt Security owed or owing to the Company. For the avoidance of
         doubt, unsecured Senior Indebtedness shall not be deemed to be
         subordinate or junior to secured Senior Indebtedness merely by virtue
         of its nature as unsecured indebtedness.

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

                  "SUBSIDIARY" means, with respect to any Person, (i) any
         corporation, association, or other business entity (other than a
         partnership) of which more than 50% of the total voting power of shares
         of Capital Stock entitled (without regard to the occurrence of any
         contingency) to vote in the election of directors, managers or trustees
         thereof is at the time of determination owned or controlled, directly
         or indirectly, by such Person or one or more of the other Subsidiaries
         of that Person or a combination thereof and (ii) any partnership of
         which more than 50% of the partnership's capital accounts, distribution
         rights or general or limited partnership interests are owned or
         controlled, directly or indirectly, by such Person or one or more of
         the other Subsidiaries of that Person or a combination thereof.

                  "TRADING DAY" shall mean, with respect to the Common Stock, so
         long as the Common Stock is listed or admitted to trading on the New
         York Stock Exchange, a day on which the New York Stock Exchange is open
         for the transaction of business, or, if the Common Stock is not listed
         or admitted to trading on the New York Stock Exchange, a day on which
         the principal national securities exchange on which the Common Stock is
         listed is open for the transaction of business, or, if the Common Stock
         is not so listed or admitted for trading on any national securities
         exchange, a day on which NASDAQ is open for the transaction of
         business.

                  "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 Debt Securities of any
         series shall mean the Trustee with respect to Debt Securities of such
         series.



                                                          Subordinated Indenture
                                       9
<PAGE>

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as
         amended and as in force at the date as of which this instrument was
         executed, and, to the extent required by law, as amended.

                  "UNITED STATES" means the United States of America (including
         the States and the District of Columbia), and its possessions, which
         include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
         Wake Island and the Northern Mariana Islands.

                  "U.S. GOVERNMENT OBLIGATIONS" has the meaning specified in
         Section 15.02.

                  "VALUATION DATE" has the meaning specified in Section 3.10(c).

                  "VICE PRESIDENT" includes with respect to the Company and the
         Trustee, any Vice President of the Company or the Trustee, as the case
         may be, whether or not designated by a number or word or words added
         before or after the title "Vice President."

         SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

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

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

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

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

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

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

         SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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



                                                          Subordinated Indenture
                                       10
<PAGE>

and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

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

         SECTION 1.04. NOTICES, ETC., TO TRUSTEE AND COMPANY.

                  Any Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

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

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

                  Any such Act or other document shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

         SECTION 1.05. NOTICE TO HOLDERS; WAIVER.

                  When this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given to Registered Holders (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to such Registered Holders as their names and addresses appear
in the Security Register, within the time prescribed; provided, however, that,
in any case, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 3.01, shall be sufficiently given if given in the manner
specified pursuant to Section 3.01.

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



                                                          Subordinated Indenture
                                       11
<PAGE>

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance on such waiver. In any case where notice to Holders is given
by mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice which is published in the
manner herein provided shall be conclusively presumed to have been duly given.

         SECTION 1.06. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
the duties imposed on any Person by the provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         SECTION 1.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         SECTION 1.08. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or not.

         SECTION 1.09. SEPARABILITY CLAUSE.

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

         SECTION 1.10. BENEFITS OF INDENTURE.

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

         SECTION 1.11. GOVERNING LAW.

                  This Indenture and the Debt Securities shall be governed by
and construed in accordance with the laws of the State of New York.



                                                          Subordinated Indenture
                                       12
<PAGE>

         SECTION 1.12. LEGAL HOLIDAYS.

                  Unless otherwise specified pursuant to Section 3.01 or in any
Debt Security, in any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Debt Security of any series shall not be a Business Day
at any Place of Payment for the Debt Securities of that series, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities) payment of principal (and premium, if any) or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date or at the Stated
Maturity, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, to such Business Day if such payment is made or duly
provided for on such Business Day.

         SECTION 1.13. NO SECURITY INTEREST CREATED.

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

         SECTION 1.14. LIABILITY SOLELY CORPORATE.

                  No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on any Debt Securities, or any part
thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement of this Indenture, against any incorporator, or against
any stockholder, officer, director, member, manager or employee, as such, past,
present or future, of the Company or of any other Person now or hereafter an
obligor with respect to this Indenture or any Debt Securities (or any
incorporator, stockholder, officer, director, member, manager or employee of any
predecessor or successor corporation or other entity), either directly or
through the Company or of any other Person now or hereafter an obligor with
respect to this Indenture or any Debt Securities (or any such predecessor or
successor corporation or other entity), whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all
the Debt Securities are solely corporate obligations, and that no personal
liability whatsoever shall attach to, or be incurred by, any such incorporator,
stockholder, officer, director, member, manager or employee, past, present or
future, of the Company or of any other Person now or hereafter an obligor with
respect to this Indenture or any Debt Securities (or any incorporator,
stockholder, officer, director, member, manager or employee of any such
predecessor or successor corporation or other entity), either directly or
indirectly through the Company or of any other Person now or hereafter an
obligor with respect to this Indenture or any Debt Securities (or any such
predecessor or successor corporation or other entity), because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in this Indenture or in any of the
Debt Securities or to be implied herefrom or therefrom; and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issue of Debt Securities; provided, however, that nothing herein or in the Debt
Securities contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any stockholder or subscriber to capital stock upon
or in respect of the shares of capital stock not fully paid.



                                                          Subordinated Indenture
                                       13
<PAGE>

         SECTION 1.15. INDENTURE MAY BE EXECUTED IN COUNTERPARTS

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

                                   ARTICLE TWO
                               DEBT SECURITY FORMS

         SECTION 2.01. FORMS GENERALLY.

                  The Debt Securities of each series shall be substantially in
one of the forms (including global form) established in or pursuant to a Board
Resolution or one or more indentures supplemental hereto, and shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Debt Securities
may be listed, or to conform to usage, all as determined by the officers
executing such Debt Securities as conclusively evidenced by their execution of
such Debt Securities. If the form of a series of Debt Securities (or any Global
Note) is established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee, together with an Officers'
Certificate setting forth the form of such series, at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and
delivery of such Debt Securities (or any such Global Note).

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

         SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The form of the Trustee's certificate of authentication to be
borne by the Debt Securities shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the series of Debt Securities issued under the
within mentioned Indenture.


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

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

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



                                                          Subordinated Indenture
                                       14
<PAGE>

         SECTION 2.03. SECURITIES IN GLOBAL FORM.

                  If any Debt Security of a series is issuable in the form a
Global Note, such Global Note may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Global Note to reflect the amount, or any increase or decrease
in the amount, of Outstanding Debt Securities represented thereby shall be made
by the Trustee and in such manner as shall be specified in such Global Note. Any
instructions by the Company with respect to a Global Note, after its initial
issuance, shall be in writing but need not comply with Section 1.02.

                  Global Notes may be issued in either temporary or permanent
form. Permanent Global Notes will be issued in definitive form.

                                  ARTICLE THREE
                               THE DEBT SECURITIES

         SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                  The aggregate principal amount of Debt Securities which may be
issued, executed, authenticated, delivered and outstanding under this Indenture
is unlimited.

                  The Debt Securities may be issued in one or more series. There
shall be established, without the consent of any Holder, in or pursuant to a
Board Resolution and (subject to Section 3.03) set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Debt Securities of any series any or all of the following:

                  (1) the form and title of the Debt Securities of the series
         (which shall distinguish the Debt Securities of such series from all
         other series of Debt Securities), and the subordination of Debt
         Securities of such series pursuant to Article Eighteen and any changes,
         additions or other modifications to Article Eighteen;

                  (2) the aggregate principal amount of such series of Debt
         Securities and any limit on the aggregate principal amount of the Debt
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Debt Securities authenticated and delivered
         upon transfer of, or in exchange for, or in lieu of, other Debt
         Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 11.06
         or 13.07);

                  (3) the percentage of the principal amount at which Debt
         Securities of such series will be issued and, if other than the
         principal amount thereof, the portion of the principal amount thereof
         payable upon declaration of acceleration of the maturity or upon
         redemption thereof or the method by which such portion shall be
         redeemable;

                  (4) the date or dates on which or periods during which the
         Debt Securities of the series may be issued, and the date or dates or
         the method by which such date or dates will be determined, on which the
         principal of (and premium, if any, on) the Debt Securities of such
         series are or may be payable (which, if so provided in such Board
         Resolution or supplemental indenture, may be determined by the Company
         from time to time as set forth in the Debt Securities of the series
         issued from time to time);



                                                          Subordinated Indenture
                                       15
<PAGE>

                  (5) the rate or rates (which may be variable or fixed) at
         which the Debt Securities of the series shall bear interest, if any, or
         the method by which such rate or rates shall be determined, the date or
         dates from which such interest, if any, shall accrue or the method by
         which such date or dates shall be determined (which, in either case or
         both, if so provided in such Board Resolution or supplemental
         indenture, may be determined by the Company from time to time and set
         forth in the Debt Securities of the series issued from time to time);
         and the Interest Payment Dates on which such interest shall be payable
         (or the method of determination thereof), and the Regular Record Dates,
         if any, for the interest payable on such Interest Payment Dates and the
         notice, if any, to Holders regarding the determination of interest, the
         manner of giving such notice, the basis upon which interest shall be
         calculated if other than that of a 360-day year of twelve 30-day months
         and any conditions or contingencies as to the payment of interest in
         cash or otherwise, if any;

                  (6) the place or places, if any, in addition to or instead of
         the Corporate Trust Office of the Trustee, where the principal of (and
         premium, if any) and interest on Debt Securities of the series shall be
         payable; the extent to which, or the manner in which, any interest
         payable on any Global Note on an Interest Payment Date will be paid, if
         other than in the manner provided in Section 3.07; and the manner in
         which any principal of, or premium, if any, on, any Global Note will be
         paid, if other than as set forth elsewhere herein and whether any
         Global Note will require any notation to evidence payment of principal
         or interest;

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

                  (8) the right, if any, of the Company to redeem the Debt
         Securities of such series at its option and the period or periods
         within which, or the date or dates on which, the price or prices at
         which, and the terms and conditions upon which such Debt Securities may
         be redeemed, if any, in whole or in part, at the option of the Company
         or otherwise;

                  (9) if the Currency in which the Debt Securities shall be
         issuable is in Dollars, the denominations of such Debt Securities if
         other than denominations of $1,000 and any integral multiple thereof
         (except as provided in Section 3.04);

                  (10) whether the Debt Securities of the series are to be
         issued as Discount Securities and the amount of discount with which
         such Debt Securities may be issued and, if other than the principal
         amount thereof, the portion of the principal amount of Debt Securities
         of the series which shall be payable upon declaration of acceleration
         of the Maturity thereof pursuant to Section 5.02;

                  (11) provisions, if any, for the defeasance or discharge of
         certain of the Company's obligations with respect to Debt Securities of
         the series;



                                                          Subordinated Indenture
                                       16
<PAGE>

                  (12) whether the payment of the principal of and premium, if
         any, and interest, if any, on the Debt Securities will be without
         deduction for taxes, assessments or governmental charges paid by the
         Holders thereof;

                  (13) if other than Dollars, the Foreign Currency or Currencies
         in which Debt Securities of the series shall be denominated or in which
         payment of the principal of (and premium, if any) and interest on the
         Debt Securities of the series may be made, and the particular
         provisions applicable thereto and, if applicable, the amount of Debt
         Securities of the series which entitles the Holder of a Debt Security
         of the series or its proxy to one vote for purposes of Section 9.05;

                  (14) if the principal of (and premium, if any) or interest on
         Debt Securities of the series are to be payable, at the election of the
         Company or a Holder thereof, in a Currency other than that in which the
         Debt Securities are denominated or payable without such election, in
         addition to or in lieu of the provisions of Section 3.10, the period or
         periods within which and the terms and conditions upon which, such
         election may be made and the time and the manner of determining the
         exchange rate or rates between the Currency or Currencies in which the
         Debt Securities are denominated or payable without such election and
         the Currency or Currencies in which the Debt Securities are to be paid
         if such election is made;

                  (15) the date as of which any Debt Securities of the series
         shall be dated, if other than as set forth in Section 3.03;

                  (16) if the amount of payments of principal of (and premium,
         if any) or interest on the Debt Securities of the series may be
         determined with reference to an index, including, but not limited to,
         an index based on a Currency or Currencies other than that in which the
         Debt Securities are denominated or payable, or any other type of index,
         the manner in which such amounts shall be determined;

                  (17) if the Debt Securities of the series are denominated or
         payable in a Foreign Currency, any other terms concerning the payment
         of principal of (and premium, if any) or any interest on such Debt
         Securities (including the Currency or Currencies of payment thereof);

                  (18) the designation of the original Currency Determination
         Agent, if any;

                  (19) the applicable Overdue Rate, if any;

                  (20) if the Debt Securities of the series do not bear
         interest, the applicable dates for purposes of Section 7.01;

                  (21) any addition to, or modification or deletion of, any
         Events of Default, covenants or term of the subordination provided for
         with respect to Debt Securities of the series;

                  (22) whether the Debt Securities of the series shall be issued
         in whole or in part in the form of one or more Global Notes and, in
         such case, the Depositary for such Global Note or Notes; and if the
         Debt Securities of the series are issuable only as Registered
         Securities, the manner in which and the circumstances under which
         Global Notes representing Debt Securities of the series may be
         exchanged for Registered



                                                          Subordinated Indenture
                                       17
<PAGE>

         Securities in definitive form, if other than, or in addition to, the
         manner and circumstances specified in Section 3.04(b);

                  (23) the designation, if any, of any depositaries, trustees
         (other than the applicable Trustee), Paying Agents, Authenticating
         Agents, Security Registrars (other than the Trustee) or other agents
         with respect to the Debt Securities of such series;

                  (24) if the Debt Securities of such series will be issuable in
         definitive form only upon receipt of certain certificates or other
         documents or upon satisfaction of certain conditions, the form and
         terms of such certificates, documents or conditions;

                  (25) whether the Debt Securities of such series will be
         convertible into shares of Common Stock and, if so, the terms and
         conditions, which may be in addition to or in lieu of the provisions
         contained herein, upon which such Debt Securities will be so
         convertible, including the conversion price and the conversion period;

                  (26) the portion of the principal amount of the Debt
         Securities which will be payable upon declaration of acceleration of
         the maturity thereof, if other than the principal amount thereof;

                  (27) the nature, content and date for reports by the Company
         to the Holders of the offered Debt Securities;

                  (28) any change in the right of the Trustee or the Holders to
         declare the principal of, and premium and interest on, such Debt
         Securities due and payable;

                  (29) whether the Debt securities of such series will be
         entitled to the benefit of any guarantees of any Subsidiary of the
         Company on the terms set forth in Article Seventeen, and if so, any
         changes, additions or other modification to Article Seventeen and which
         Subsidiaries of the Company shall so guarantee such Debt Securities;
         and

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

                  All Debt Securities of any one series shall be substantially
identical except as to denomination, rate of interest, Stated Maturity and the
date from which interest, if any, shall accrue, which, as set forth above, may
be determined by the Company from time to time as to Debt Securities of a series
if so provided in or established pursuant to the authority granted in a Board
Resolution or in any such indenture supplemental hereto, and except as may
otherwise be provided in or pursuant to such Board Resolution and (subject to
Section 3.03) set forth in such Officers' Certificate, or in any such indenture
supplemental hereto. All Debt Securities of any one series need not be issued at
the same time, and unless otherwise provided, a series may be reopened for
issuance of additional Debt Securities of such series.

                  If any of the terms of a series of Debt Securities is
established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.



                                                          Subordinated Indenture
                                       18
<PAGE>

         SECTION 3.02. DENOMINATIONS.

                  In the absence of any specification pursuant to Section 3.01
with respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable only as Registered Securities in denominations of
$1,000 and any integral multiple thereof and shall be payable only in Dollars.

         SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Debt Securities of any series shall be executed on behalf
of the Company by its Chairman of the Board of Directors, Chief Executive
Officer, President, Chief Financial Officer, one of its Vice Presidents or its
Treasurer. The signature of any of these officers may be manual or facsimile.
The seal of the Company, if any, may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Debt
Securities.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series, executed by the Company, to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Debt Securities
and the Trustee in accordance with the Company Order shall authenticate and
deliver such Debt Securities. If all the Debt Securities of any one series are
not to be issued at one time and if a Board Resolution or supplemental indenture
relating to such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Debt Securities
such as interest rate, Stated Maturity, date of issuance and date from which
interest, if any, shall accrue. If any Debt Security shall be represented by a
permanent Global Note, then, for purposes of this Section and Section 3.04, the
notation of a beneficial owner's interest therein upon original issuance of such
Debt Security or upon exchange of a portion of a temporary Global Note shall be
deemed to be delivery in connection with the original issuance of such
beneficial owner's interest in such permanent Global Note.

                  The Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, prior to the
authentication and delivery of the Debt Securities of such series, (i) the
supplemental indenture or the Board Resolution by or pursuant to which the form
and terms of such Debt Securities have been approved and (ii) an Opinion of
Counsel substantially to the effect that:

                  (1) all instruments furnished by the Company to the Trustee in
         connection with the authentication and delivery of such Debt Securities
         conform to the requirements of this Indenture and constitute sufficient
         authority hereunder for the Trustee to authenticate and deliver such
         Debt Securities;

                  (2) the forms and terms of such Debt Securities have been
         established in conformity with the provisions of this Indenture;

                  (3) in the event that the forms or terms of such Debt
         Securities have been established in a supplemental indenture, the
         execution and delivery of such supplemental



                                                          Subordinated Indenture
                                       19
<PAGE>

         indenture has been duly authorized by all necessary corporate action of
         the Company, such supplemental indenture has been duly executed and
         delivered by the Company and, assuming due authorization, execution and
         delivery by the Trustee, is a valid and binding obligation enforceable
         against the Company in accordance with its terms, subject to applicable
         bankruptcy, insolvency and similar laws affecting creditors' rights
         generally and subject, as to enforceability, to general principles of
         equity (regardless of whether enforcement is sought in a proceeding in
         equity or at law);

                  (4) the execution and delivery of such Debt Securities have
         been duly authorized by all necessary corporate action of the Company
         and such Debt Securities have been duly executed by the Company and,
         assuming due authentication by the Trustee and delivery by the Company,
         are valid and binding obligations of the Company, enforceable against
         the Company in accordance with their terms, entitled to the benefit of
         the Indenture, subject to applicable bankruptcy, insolvency and similar
         laws affecting creditors' rights generally and subject, as to
         enforceability, to general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law) and subject
         to such other exceptions as counsel shall request and as to which the
         Trustee shall not reasonably object; and

                  (5) the amount of Debt Securities Outstanding of such series,
         together with the amount of such Debt Securities, does not exceed any
         limit established under the terms of this Indenture on the amount of
         Debt Securities of such series that may be authenticated and delivered.

                  The Trustee shall not be required to authenticate such Debt
Securities if the issuance of such Debt Securities pursuant to this Indenture
will affect the Trustee's own rights, duties or immunities under the Debt
Securities and this Indenture in a manner which is not reasonably acceptable to
the Trustee.

                  Each Registered Security shall be dated the date of its
authentication.

                  No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.08 together with a written statement (which need not
comply with Section 1.02) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

         SECTION 3.04. TEMPORARY DEBT SECURITIES; GLOBAL NOTES REPRESENTING
                       REGISTERED SECURITIES.

                  (a) Pending the preparation of definitive Registered
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Registered Securities which
are printed, lithographed, typewritten, mimeographed or



                                                          Subordinated Indenture
                                       20
<PAGE>

otherwise produced, in any authorized denomination for Registered Securities of
such series, substantially of the tenor of the definitive Registered Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Registered Securities may determine, as conclusively evidenced by their
execution of such Registered Securities. Every such temporary Registered
Security shall be executed by the Company and shall be authenticated and
delivered by the Trustee upon the same conditions and in substantially the same
manner, and with the same effect, as the definitive Registered Securities in
lieu of which they are issued.

                  If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Debt Securities
of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series, of a like Stated
Maturity and with like terms and provisions, upon surrender of the temporary
Debt Securities of such series at the office or agency of the Company in a Place
of Payment for such series, without charge to the Holder, except as provided in
Section 3.05 in connection with a transfer. Upon surrender for cancellation of
any one or more temporary Debt Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Debt Securities of the same series of
authorized denominations and of a like Stated Maturity and like terms and
provisions. Until so exchanged, the temporary Registered Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Registered Securities of such series.

                  (b) If the Company shall establish pursuant to Section 3.01
that the Registered Securities of a series are to be issued in whole or in part
in the form of one or more Global Notes, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order with
respect to such series, authenticate and deliver one or more Global Notes in
temporary or permanent form that (i) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by one or more Global Notes, (ii)
shall be registered in the name of the Depositary for such Global Note or Notes
or the nominee of such depositary, (iii) shall be delivered by the Trustee to
such Depositary or delivered or held pursuant to such Depositary's instructions,
and (iv) shall bear a legend substantially to the following effect: "THIS DEBT
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND UNTIL
THIS DEBT SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR DEBT SECURITIES IN
DEFINITIVE FORM."

                  Each Depositary designated pursuant to Section 3.01 must, at
the time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation.

                  Notwithstanding any other provision of this Section or Section
3.05, unless and until a Global Note is exchanged in whole or in part for
Registered Securities in definitive form, a Global Note representing all or a
portion of the Registered Securities of a series may not be transferred except
as a whole by the Depositary for such series to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.



                                                          Subordinated Indenture
                                       21
<PAGE>

                  If at any time the Depositary for the Debt Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Debt Securities of such series or if at any time the
Depositary for Debt Securities of a series shall no longer be a clearing agency
registered and in good standing under the Exchange Act or other applicable
statute or regulation (as required by this Section 3.04), the Company shall
appoint a successor Depositary eligible under this Section 3.04 with respect to
the Debt Securities of such series. If a successor Depositary for the Debt
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will
authenticate and deliver, Registered Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note
or Notes.

                  The Company may at any time and in its sole discretion
determine that the Registered Securities of any series issued in the form of one
or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company will execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and deliver, Registered Securities
of such series in definitive form and in an aggregate principal amount equal to
the principal amount of the Global Note or Notes representing such series in
exchange for such Global Note or Notes.

                  If the Registered Securities of any series shall have been
issued in the form of one or more Global Notes and if an Event of Default with
respect to the Debt Securities of such series shall have occurred and be
continuing, the Company will promptly execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and deliver, Registered Securities
of such series in definitive form and in an aggregate principal amount equal to
the principal amount of the Global Note or Notes representing such series in
exchange for such Global Note or Notes.

                  If specified by the Company pursuant to Section 3.01 with
respect to Registered Securities of a series, the Depositary for such series of
Registered Securities may surrender a Global Note for such series of Debt
Securities in exchange in whole or in part for Registered Securities of such
series in definitive form on such terms as are acceptable to the Company and
such depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

                  (i) to each Person specified by the Depositary a new
         Registered Security or Securities of the same series, of any authorized
         denomination as requested by such Person in an aggregate principal
         amount equal to and in exchange for such Person's beneficial interest
         in the Global Note; and

                  (ii) to the Depositary a new Global Note in a denomination
         equal to the difference, if any, between the principal amount of the
         surrendered Global Note and the aggregate principal amount of
         Registered Securities delivered to Holders thereof.

                  Upon the exchange of a Global Note for Registered Securities
in definitive form, such Global Note shall be cancelled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (b)
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.



                                                          Subordinated Indenture
                                       22
<PAGE>

         SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

                  (a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the registers maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "SECURITY REGISTER") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for
the purpose of registering Registered Securities and registering transfers and
exchanges of Registered Securities as herein provided; provided, however, that
the Company may appoint co-Security Registrars at its option.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

                  Except as otherwise provided in Section 3.04 and this Section
3.05, at the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of like aggregate
principal amount and of a like Stated Maturity and with like terms and
conditions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.

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

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

                  No service charge will be made for any transfer or exchange of
Debt Securities except as provided in Section 3.06. The Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company's own expense or without expense or without charge to the Holders.

                  The Company shall not be required (i) to register, transfer or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before the day of the transmission of a notice of redemption
of Debt Securities of such series selected for redemption under Section 13.03
and ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.



                                                          Subordinated Indenture
                                       23
<PAGE>

         SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.

                  If (i) any mutilated Debt Security is surrendered to the
Trustee at its Corporate Trust Office, or (ii) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Debt Security, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them and any
Paying Agent harmless, and neither the Company nor the Trustee receives notice
that such Debt Security has been acquired by a bona fide purchaser, then the
Company shall execute and upon Company Request the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Debt Security, a new Debt Security of the same series of like Stated
Maturity and with like terms and conditions and like principal amount, bearing a
number not contemporaneously used with respect to any Debt Securities
Outstanding. If, after the delivery of such replacement Debt Security, a bona
fide purchaser of the original Debt Security in lieu of which such replacement
Debt Security was issued presents for payment or registration such original Debt
Security, the Trustee and the Company, as applicable, shall be entitled to
recover such replacement Debt Security from the Person to whom it was delivered
or any Person taking therefrom, except a bona fide purchaser thereof, and shall
be entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Company or the
Trustee, or any agent or agents of any of them, in connection therewith.

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

                  Upon the issuance of any new Debt 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 respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Subject to the provisions of the last sentence of the first
paragraph of this Section, every new Debt Security of any series issued pursuant
to this Section shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt 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 Debt
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 Debt
Securities.

         SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  (a) Interest on any Registered Security which is payable and
is punctually paid or duly provided for on any Interest Payment Date shall be
paid to the Person in whose name such Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the Regular
Record Date. Unless otherwise specified as contemplated by Section 3.01 with
respect to the Debt Securities of any series, payment of interest on Registered
Securities shall be made at the place or places specified pursuant to Section
3.01 or, at the option of the Company, by check mailed to the



                                                          Subordinated Indenture
                                       24
<PAGE>

address of the Person entitled thereto as such address appears in the Security
Register or, if provided pursuant to Section 3.01, by wire transfer to an
account designated by the Registered Holder.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names such Registered Securities (or
         their respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Registered Security and the date of
         the proposed payment, and at the same time the Company shall deposit
         with the Trustee an amount of money in the Currency or Currency unit in
         which the Debt Securities of such series are payable (except as
         otherwise specified pursuant to Sections 3.01 or 3.10) equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which date shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to the Holders of such Registered Securities at their
         addresses as they appear in the Security Register, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names such Registered Securities (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

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

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



                                                          Subordinated Indenture
                                       25
<PAGE>

                  (d) Interest payable with respect to Debt Securities
surrendered for conversion shall be subject to the provisions of Section 16.09.

         SECTION 3.08. CANCELLATION.

                  Unless otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange or credit against any sinking fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Registered Securities so delivered shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Debt Securities previously authenticated hereunder which the Company has not
issued, and all Debt Securities so delivered shall be promptly cancelled by the
Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for
any Debt Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Debt Securities held by the Trustee
shall be delivered to the Company upon Company Request. The acquisition of any
Debt Securities by the Company shall not operate as a redemption or satisfaction
of the indebtedness represented thereby unless and until such Debt Securities
are surrendered to the Trustee for cancellation. Permanent Global Notes shall
not be destroyed until exchanged in full for definitive Debt Securities or until
payment thereon is made in full.

         SECTION 3.09. COMPUTATION OF INTEREST.

                  Except as otherwise specified pursuant to Section 3.01 for
Debt Securities of any series, interest on the Debt Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

         SECTION 3.10. CURRENCY OF PAYMENTS IN RESPECT OF DEBT SECURITIES.

                  (a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, except as
provided in paragraph (d) below, payment of the principal of (and premium, if
any) and any interest on any Registered Security of such series will be made in
the Currency in which such Registered Security is payable.

                  (b) It may be provided pursuant to Section 3.01 with respect
to the Registered Securities of any series that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of
(and premium, if any) and any interest on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election, to be in form and substance satisfactory to the
Trustee, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such payment
date and no such change or election may be made with respect to payments to be
made on any Registered Security of such series with respect to which an Event of
Default has occurred or notice of redemption has been given by the Company
pursuant to Article Thirteen). Any Holder of any such Registered



                                                          Subordinated Indenture
                                       26
<PAGE>

Security who shall not have delivered any such election to the Trustee by the
close of business on the applicable Election Date will be paid the amount due on
the applicable payment date in the relevant Currency as provided in paragraph
(a) of this Section 3.10.

                  (c) If the election referred to in paragraph (b) above has
been provided for pursuant to Section 3.01, then not later than the fourth
Business Day after the Election Date for each payment date, the Trustee will
deliver to the Company a written notice specifying the Currency in which each
such of the Registered Securities is payable, the respective aggregate amounts
of principal of (and premium, if any) and any interest on the Registered
Securities to be paid on such payment date, specifying the amounts so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 3.01 and if at
least one Holder has made such election, then, on the second Business Day
preceding each payment date, the Company will deliver to the Trustee an Exchange
Rate Officer's Certificate in respect of the Currency payments to be made on
such payment date. The Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "VALUATION DATE")
immediately preceding each payment date.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency, or any other Currency unit in which any of the Debt Securities are
denominated or payable other than pursuant to an election provided for pursuant
to paragraph (b) above, then with respect to each date for the payment of
principal of (and premium, if any) and any interest on the applicable Debt
Securities denominated or payable in such Foreign Currency, or such other
Currency unit occurring after the last date on which such Foreign Currency, or
such other Currency unit was used (the "CONVERSION DATE"), the Dollar shall be
the Currency of payment for use on each such payment date. The Dollar amount to
be paid by the Company to the Trustee and by the Trustee or any Paying Agent to
the Holders of such Debt Securities with respect to such payment date shall be
the Dollar Equivalent of the Foreign Currency or, in the case of a Currency
unit, the Dollar Equivalent of the Currency Unit, in each case as determined by
the Currency Determination Agent, if any, or, if there shall not be a Currency
Determination Agent, then by the Trustee, in the manner provided in paragraph
(f) or (g) below.

                  (e) If the Holder of a Registered Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (b) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment
would have been made in the absence of such election. If a Conversion Event
occurs with respect to the Currency in which payment would have been made in the
absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.10.

                  (f) The "DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

                  (g) The "DOLLAR EQUIVALENT OF THE CURRENCY UNIT" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and subject to the
provisions of paragraph (h) below, shall be the sum



                                                          Subordinated Indenture
                                       27
<PAGE>

of each amount obtained by converting the Specified Amount of each Component
Currency into Dollars at the Market Exchange Rate for such Component Currency on
the Valuation Date with respect to each payment.

                  (h) For purposes of this Section 3.10 the following terms
shall have the following meanings:

                  A "COMPONENT CURRENCY" shall mean any Currency which, on the
         Conversion Date, was a component Currency of the relevant Currency
         unit.

                  A "SPECIFIED AMOUNT" of a Component Currency shall mean the
         number of units of such Component Currency or fractions thereof which
         were represented in the relevant Currency unit on the Conversion Date.
         If after the Conversion Date the official unit of any Component
         Currency is altered by way of combination or subdivision, the Specified
         Amount of such Component Currency shall be divided or multiplied in the
         same proportion. If after the Conversion Date two or more Component
         Currencies are consolidated into a single Currency, the respective
         Specified Amounts of such Component Currencies shall be replaced by an
         amount in such single Currency equal to the sum of the respective
         Specified Amounts of such consolidated Component Currencies expressed
         in such single Currency, and such amount shall thereafter be a
         Specified Amount and such single Currency shall thereafter be a
         Component Currency. If after the Conversion Date any Component Currency
         shall be divided into two or more Currencies, the Specified Amount of
         such Component Currency shall be replaced by amounts of such two or
         more Currencies with appropriate Dollar equivalents at the Market
         Exchange Rate on the date of such replacement equal to the Dollar
         equivalent of the Specified Amount of such former Component Currency at
         the Market Exchange Rate on such date, and such amounts shall
         thereafter be Specified Amounts and such Currencies shall thereafter be
         Component Currencies. If after the Conversion Date of the relevant
         Currency unit a Conversion Event (other than any event referred to
         above in this definition of "Specified Amount") occurs with respect to
         any Component Currency of such Currency unit, the Specified Amount of
         such Component Currency shall, for purposes of calculating the Dollar
         Equivalent of the Currency Unit, be converted into Dollars at the
         Market Exchange Rate in effect on the Conversion Date of such Component
         Currency.

                  "ELECTION DATE" shall mean the record date with respect to any
         payment date, and with respect to the Maturity shall mean the record
         date (if within 16 or fewer days prior to the Maturity) immediately
         preceding the Maturity, and with respect to any series of Debt
         Securities whose record date immediately preceding the Maturity is more
         than 16 days prior to the Maturity or any series of Debt Securities for
         which no record dates are provided with respect to interest payments,
         shall mean the date which is 16 days prior to the Maturity.

                  (i) All decisions and determinations of the Trustee or the
Currency Determination Agent, if any, regarding the Dollar Equivalent of the
Foreign Currency, the Dollar Equivalent of the Currency Unit and the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company and all Holders of the Debt Securities denominated or payable in the
relevant Currency. In the event of a Conversion Event with respect to a Foreign
Currency, the Company, after learning thereof, will immediately give written
notice thereof to the Trustee (and the Trustee will promptly thereafter give
notice in the manner provided in Section 1.05 to the Holders) specifying the
Conversion Date. In the event of a Conversion Event with respect to any Currency



                                                          Subordinated Indenture
                                       28
<PAGE>

unit in which Debt Securities are denominated or payable, the Company, after
learning thereof, will immediately give notice thereof to the Trustee (and the
Trustee will promptly thereafter give written notice in the manner provided in
Section 1.05 to the Holders) specifying the Conversion Date and the Specified
Amount of each Component Currency on the Conversion Date. In the event of any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above, the Company, after learning thereof, will similarly give
written notice to the Trustee. The Trustee shall be fully justified and
protected in relying and acting upon information received by it from the Company
and the Currency Determination Agent, if any, and shall not otherwise have any
duty or obligation to determine such information independently.

                  (j) For purposes of any provision of the Indenture where the
Holders of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on
the Debt Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Debt Securities denominated in a Foreign Currency will be the amount in Dollars
based upon the Market Exchange Rate for Debt Securities of such series, as of
the date for determining whether the Holders entitled to perform such Act have
performed it, or as of the date of such decision or determination by the
Trustee, as the case may be.

         SECTION 3.11. JUDGMENTS.

                  If for the purpose of obtaining a judgment in any court with
respect to any obligation of the Company hereunder or under any Debt Security,
it shall become necessary to convert into any other Currency any amount in the
Currency due hereunder or under such Debt Security, then such conversion shall
be made at the Market Exchange Rate as in effect on the date the Company shall
make payment to any Person in satisfaction of such judgment. If pursuant to any
such judgment, conversion shall be made on a date other than the date payment is
made and there shall occur a change between such Market Exchange Rate and the
Market Exchange Rate as in effect on the date of payment, the Company agrees to
pay such additional amounts (if any) as may be necessary to ensure that the
amount paid is equal to the amount in such other Currency which, when converted
at the Market Exchange Rate as in effect on the date of payment or distribution,
is the amount then due hereunder or under such Debt Security. Any amount due
from the Company under this Section 3.11 shall be due as a separate debt and is
not to be affected by or merged into any judgment being obtained for any other
sums due hereunder or in respect of any Debt Security. In no event, however,
shall the Company be required to pay more in the Currency or Currency unit due
hereunder or under such Debt Security at the Market Exchange Rate as in effect
when payment is made than the amount of Currency stated to be due hereunder or
under such Debt Security so that in any event the Company's obligations
hereunder or under such Debt Security will be effectively maintained as
obligations in such Currency, and the Company shall be entitled to withhold (or
be reimbursed for, as the case may be) any excess of the amount actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.

         SECTION 3.12. EXCHANGE UPON DEFAULT.

                  If default is made in the payments referred to in Section
12.01, the Company hereby undertakes that upon presentation and surrender of a
permanent Global Note to the Trustee (or to any other Person or at any other
address as the Company may designate in writing), on any Business Day on or
after the maturity date thereof the Company will issue and the Trustee



                                                          Subordinated Indenture
                                       29
<PAGE>

will authenticate and deliver to the Holder of such permanent Global Note duly
executed and authenticated definitive Debt Securities with the same issue date
and maturity date as set out in such permanent Global Note.

         SECTION 3.13. CUSIP AND ISN NUMBERS.

                  The Company in issuing the Debt Securities may use "CUSIP" and
"ISN" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" and "ISN" 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
accuracy of such numbers either as printed on the Debt Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the
"CUSIP" or "ISN" numbers.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture, with respect to the Debt Securities of any
series (if all series issued under this Indenture are not to be affected),
shall, upon a Company Request, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Debt Securities
herein expressly provided for and rights to receive payments of principal (and
premium, if any) and interest on such Debt Securities) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1) either

                  (A) all Debt Securities of such series theretofore
         authenticated and delivered (other than (i) Debt Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in Section 3.06, and (ii) Debt Securities
         of such series for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 12.04) have been delivered to the Trustee for cancellation; or

                  (B) all Debt Securities of such series not theretofore
         delivered to the Trustee for cancellation,

                           (i) have become due and payable, or

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

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



                                                          Subordinated Indenture
                                       30
<PAGE>

                  and the Company, either complies with any other condition or
                  terms specified pursuant to Section 3.01, or if not so
                  specified in the case of (i), (ii) or (iii) of this subclause
                  (B), has irrevocably deposited or caused to be deposited with
                  the Trustee as trust funds in trust for such purpose an amount
                  in the Currency in which such Debt Securities are denominated
                  (except as otherwise provided pursuant to Section 3.01 or
                  3.10) sufficient to pay and discharge the entire indebtedness
                  on such Debt Securities for principal (and premium, if any)
                  and interest to the date of such deposit (in the case of Debt
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be; provided,
                  however, in the event a petition for relief under the Federal
                  bankruptcy laws, as now or hereafter constituted, or any other
                  applicable Federal or state bankruptcy, insolvency or other
                  similar law, is filed with respect to the Company within 91
                  days after the deposit and the Trustee is required to return
                  the deposited money to the Company, the obligations of the
                  Company under this Indenture with respect to such Debt
                  Securities shall not be deemed terminated or discharged;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.01, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04, shall survive. If, after the deposit referred to in this Section 4.01 has
been made, (x) the Holder of a Debt Security is entitled to, and does, elect
pursuant to Section 3.10(b), to receive payment in a Currency other than that in
which the deposit pursuant to this Section 4.01 was made, or (y) if a Conversion
Event occurs with respect to the Currency in which the deposit was made or
elected to be received by the Holder pursuant to Section 3.10(b), then the
indebtedness represented by such Debt Security shall be fully discharged to the
extent that the deposit made with respect to such Debt Security shall be
converted into the Currency in which such payment is made.

         SECTION 4.02. APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
12.04, all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the Debt
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
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.



                                                          Subordinated Indenture
                                       31
<PAGE>

                                  ARTICLE FIVE
                                    REMEDIES

         SECTION 5.01. EVENTS OF DEFAULT.

                  "EVENT OF DEFAULT" wherever used herein with respect to Debt
Securities of any series means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body):

                  (1) default in the payment of any interest upon any Debt
         Security of such series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of (and premium,
         if any, on) any Debt Security of such series at its Maturity; or

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

                  (4) default in the performance of any covenant of the Company
         in this Indenture (other than a covenant a default in whose performance
         is elsewhere in this Section specifically dealt with or which expressly
         has been included in this Indenture solely for the benefit of Debt
         Securities of a series other than such series), and continuance of such
         default 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 Debt Securities of such series, a written
         notice specifying such default and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) if such Debt Securities are guaranteed by any one or more
         Subsidiaries of the Company, except as otherwise permitted pursuant to
         Section 3.01 for Debt Securities of such series, such guarantee or
         guarantees, as applicable, shall be held in any judicial proceeding to
         be unenforceable or invalid or shall cease for any reason to be in full
         force and effect, or any such Subsidiary guarantor (or Person acting on
         its behalf) shall deny or disaffirm its obligations under such
         guarantee (other than by reason of the termination of this Indenture or
         the release of any such guarantee in accordance with this Indenture);

                  (6) the entry of a decree or order for relief in respect of
         the Company by a court having jurisdiction in the premises in an
         involuntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or other similar law, or a decree or order adjudging the
         Company a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company under any applicable Federal or State
         law, or appointing a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or other similar official) of the Company or of
         any substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order unstayed and in effect for a period of 90 consecutive days; or



                                                          Subordinated Indenture
                                       32
<PAGE>

                  (7) the commencement by the Company of a voluntary case under
         the Federal bankruptcy laws, as now or hereafter constituted, or any
         other applicable Federal or State bankruptcy, insolvency or other
         similar law, or the consent by it to the entry of an order for relief
         in an involuntary case under any such law or to the appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator (or
         other similar official) of the Company or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         its creditors, or the admission by it in writing of its inability to
         pay its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action; or

                  (8) any other Event of Default provided with respect to Debt
         Securities of that series pursuant to Section 3.01 or added pursuant to
         Section 11.01(3).

         SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default with respect to Debt Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such series may declare the principal amount (or,
if any Debt Securities of such series are Discount Securities, such portion of
the principal amount of such Discount Securities as may be specified in the
terms of such Discount Securities) of all the Debt Securities of such 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) plus accrued and unpaid interest (and premium, if
payable) shall become immediately due and payable. Upon payment of such amount
in the Currency in which such Debt Securities are denominated (except as
otherwise provided pursuant to Section 3.01 or 3.10), all obligations of the
Company in respect of the payment of principal of the Debt Securities of such
series shall terminate.

                  At any time after such a declaration of acceleration with
respect to Debt Securities of any series has been made and before a judgment or
decree has been issued based on such acceleration, the Holders of a majority in
principal amount of the Outstanding Debt Securities of such series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         in the Currency in which such Debt Securities are denominated (except
         as otherwise provided pursuant to Section 3.01 or 3.10) sufficient to
         pay

                  (A) all overdue installments of interest on all Debt
         Securities of such series,

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

                  (C) to the extent that payment of such interest is legally
         enforceable, interest upon overdue installments of interest on each
         Debt Security of such series at the Overdue Rate, and

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



                                                          Subordinated Indenture
                                       33
<PAGE>

         counsel; provided, however, that all sums payable under this clause (D)
         shall be paid in Dollars;

         and

                  (2) All Events of Default with respect to Debt Securities of
         such series, other than the nonpayment of the principal of Debt
         Securities of such series which has become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 5.13.

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

         SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                       TRUSTEE.

                  The Company covenants that if

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

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

                  (3) default is made in the making or satisfaction of any
         sinking fund payment or analogous obligation when the same becomes due
         pursuant to the terms of the Debt Securities of any series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities, the amount then due and payable on such Debt
Securities, for the principal (and premium, if any) and interest, if any, and,
to the extent that payment of such interest shall be legally enforceable,
interest upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at the Overdue Rate; 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 amount 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, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Debt
Securities, and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Debt Securities wherever situated.

                  If an Event of Default with respect to Debt 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 Debt 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.



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                                       34
<PAGE>

         SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Debt Securities, of a particular series or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt Securities shall
then be due and payable as therein expressed or by declaration of acceleration
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,

                  (i) to file and prove a claim for the whole amount of
         principal (or, if the Debt Securities of such series are Discount
         Securities, such portion of the principal amount as may be due and
         payable with respect to such series pursuant to a declaration in
         accordance with Section 5.02) (and premium, if any) and interest owing
         and unpaid in respect of the Debt Securities of such series and to file
         such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel) and of the Holders of such Debt
         Securities allowed in such judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such 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 6.07.

                  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
Debt Securities of such series 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 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
                       SECURITIES.

                  All rights of action and claims under this Indenture or the
Debt Securities of any series may be prosecuted and enforced by the Trustee
without the possession of any of such Debt 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 Debt
Securities in respect of which such judgment has been recovered.



                                                          Subordinated Indenture
                                       35
<PAGE>

         SECTION 5.06. APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied, after giving effect to the provisions of Article Eighteen, 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 (and premium, if any) or
interest, upon presentation of the Debt Securities of any series in respect of
which money has been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.07.

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Debt Securities
         of such series, 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 Debt Securities
         for principal (and premium, if any) and interest, respectively; and

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

         SECTION 5.07. LIMITATION ON SUITS.

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities of any other series, 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 of such Holders.
For the protection and enforcement of the provisions of this Section 5.07, each
and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.



                                                          Subordinated Indenture
                                       36
<PAGE>

         SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                       PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Debt Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.07) interest on such Debt Security on the respective
Stated Maturity or Maturities expressed in such Debt Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment and interest thereon, and such right shall not be impaired
without the consent of such Holder.

         SECTION 5.09. 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 the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

         SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise expressly provided elsewhere in this
Indenture, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder 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 any
acquiescence therein. Every right and remedy given by this Indenture 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 5.12. CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Debt 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 Debt Securities of such series, provided, that

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

                  (2) subject to the provisions of Sections 6.01 and 6.03, the
         Trustee shall have the right to decline to follow any such direction if
         the Trustee in good faith shall, by a



                                                          Subordinated Indenture
                                       37
<PAGE>

         Responsible Officer or Responsible Officers of the Trustee, determine
         that the proceeding so directed would be unjustly prejudicial to the
         Holders of Debt Securities of such series not joining in any such
         direction; and

                  (3) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

         SECTION 5.13. WAIVER OF PAST DEFAULTS.

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

                  (1) in the payment of the principal of (or premium, if any) or
         interest on any Debt Security of such series, or in the payment of any
         sinking fund installment or analogous obligation with respect to the
         Debt Securities of such series, or

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

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of the Debt Securities of such series under this Indenture, but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

         SECTION 5.14. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Debt Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit other than the Trustee 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 Debt Securities of any series, or to any suit instituted by any
Holder of a Debt Security for the enforcement of the payment of the principal of
(or premium, if any) or interest on such Debt Security on or after the
respective Stated Maturity or Maturities expressed in such Debt Security (or, in
the case of redemption, on or after the Redemption Date).

         SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS.

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



                                                          Subordinated Indenture
                                       38
<PAGE>

law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX
                                   THE TRUSTEE

         SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) Except during the continuance of an Event of Default with
respect to the Debt Securities of any series,

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2) 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 certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine whether or not they conform to the requirements
         of this Indenture.

                  (b) In case an Event of Default with respect to Debt
Securities of any series has occurred and is continuing, the Trustee shall, with
respect to the Debt Securities of such series, exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

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

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

                  (3) the Trustee shall not be liable with respect to any action
         taken, suffered or omitted to be taken by it with respect to Debt
         Securities of any series in good faith in accordance with the direction
         of the Holders of a majority in principal amount of the Outstanding
         Debt 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; and

                  (4) the Trustee shall not be required to expend or risk its
         own funds or otherwise incur any financial liability in the performance
         of any of its duties hereunder, or in the exercise of any of its rights
         or powers, if it shall have reasonable grounds for



                                                          Subordinated Indenture
                                       39
<PAGE>

         believing that repayment of such funds or adequate indemnity against
         such risk or liability is not reasonably assured to it.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

         SECTION 6.02. NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any default hereunder
with respect to Debt Securities of any series, the Trustee shall give notice to
all Holders of Debt Securities of such series of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Debt Security of such series or in
the payment of any sinking fund installment with respect to Debt Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 5.01(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

                  Notice given pursuant to this Section 6.02 shall be
transmitted by mail:

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

                  (2) to each Holder of a Debt Security of any series whose name
         and address appear in the information preserved at the time by the
         Trustee in accordance with Section 7.02(a) of this Indenture.

         SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

                  Except as otherwise provided in Section 6.01:

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

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

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



                                                          Subordinated Indenture
                                       40
<PAGE>

                  (d) 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;

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

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

                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent (including any agent appointed pursuant
to Section 3.10(i)) or attorney appointed with due care by it hereunder.

         SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT
                       SECURITIES.

                  The recitals contained herein and in the Debt Securities,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series. The
Trustee shall not be accountable for the use or application by the Company of
any Debt Securities or the proceeds thereof.

         SECTION 6.05. MAY HOLD DEBT SECURITIES.

                  The Trustee, any Paying Agent, the Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities, and, subject to Sections 6.08 and 6.13,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.

         SECTION 6.06. MONEY HELD IN TRUST.

                  Money in any Currency held by the Trustee or any Paying Agent
in trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.



                                                          Subordinated Indenture
                                       41
<PAGE>

         SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
         compensation in Dollars for all services rendered by it hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust);

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

                  (3) to indemnify in Dollars the Trustee for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of this trust or performance of
         its duties hereunder, including the costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a claim prior to the Debt
Securities, upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of amounts due on the Debt
Securities.

                  The obligations of the Company under this Section 6.07 to
compensate and indemnify the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness under this Indenture and shall survive
the satisfaction and discharge of this Indenture.

         SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS.

                  (a) If the Trustee has or shall acquire any conflicting
interest, as defined in this Section with respect to the Debt Securities of any
series, then, within 90 days after ascertaining that it has such conflicting
interest, and if the default (as hereinafter defined) to which such conflicting
interest relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided below, resign with respect
to the Debt Securities of such series, and the Company shall take prompt steps
to have a successor appointed, in the manner and with the effect hereinafter
specified in this Article.

                  (b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section with respect to the Debt
Securities of any series, the Trustee shall, within 10 days after the expiration
of such 90-day period, transmit to all Holders of Debt Securities of such series
notice of such failure.



                                                          Subordinated Indenture
                                       42
<PAGE>

                  Notice given pursuant to this Section 6.08(b) shall be
transmitted by mail:

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

                  (2) to each Holder of a Debt Security of any series whose name
         and address appear in the information preserved at the time by the
         Trustee in accordance with Section 7.02(a) of this Indenture.

                  (c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Debt Securities of any
series, if there shall exist an Event of Default (as such term is defined
herein, but exclusive of any period of grace or requirement of notice) with
respect to such Debt Securities and

                  (1) the Trustee is trustee under this Indenture with respect
         to the Outstanding Debt Securities of any series other than that series
         or is trustee under another indenture under which any other securities,
         or certificates of interest or participation in any other securities,
         of the Company are outstanding, unless such other indenture is a
         collateral trust indenture under which the only collateral consists of
         Debt Securities issued under this Indenture, provided that there shall
         be excluded from the operation of this paragraph this Indenture with
         respect to the Debt Securities of any series other than that series and
         any other indenture or indentures under which other securities, or
         certificates of interest or participation in other securities, of the
         Company are outstanding, if

                           (i) this Indenture and such other indenture or
                  indentures (and all series of securities issuable thereunder)
                  are wholly unsecured and rank equally and such other indenture
                  or indentures are hereafter qualified under the Trust
                  Indenture Act, unless the Commission shall have found and
                  declared by order pursuant to Section 305(b) or Section 307(c)
                  of the Trust Indenture Act that differences exist between the
                  provisions of this Indenture with respect to the Debt
                  Securities of such series and one or more other series or the
                  provisions of such other indenture or indentures which are so
                  likely to involve a material conflict of interest as to make
                  it necessary, in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with respect to the Debt Securities of such
                  series and such other series or under such other indenture or
                  indentures, or

                           (ii) the Company shall have sustained the burden of
                  proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under this
                  Indenture with respect to the Debt Securities of such series
                  and such other series or such other indenture or indentures is
                  not so likely to involve a material conflict of interest as to
                  make it necessary in the public interest or for the protection
                  of investors to disqualify the Trustee from acting as such
                  under this Indenture with respect to the Debt Securities of
                  such series and such other series or under such other
                  indenture or indentures;

                  (2) the Trustee or any of its directors or executive officers
         is an underwriter for the Company;



                                                          Subordinated Indenture
                                       43
<PAGE>

                  (3) the Trustee directly or indirectly controls or is directly
         or indirectly controlled by or is under direct or indirect common
         control with an underwriter for the Company;

                  (4) the Trustee or any of its directors or executive officers
         is a director, officer, partner, employee, appointee or representative
         of the Company, or of an underwriter (other than the Trustee itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company but may not be at the same
         time an executive officer of both the Trustee and the Company; (ii) if
         and so long as the number of directors of the Trustee in office is more
         than nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent, or
         depositary or in any other similar capacity, or, subject to the
         provisions of paragraph (l) of this subsection, to act as trustee,
         whether under an indenture or otherwise;

                  (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an underwriter for the Company or by any director,
         partner or executive officer thereof or is beneficially owned,
         collectively, by any two or more such persons;

                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this subsection defined), (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Debt Securities issued under this Indenture
         and securities issued under any other indenture under which the Trustee
         is also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

                  (7) the Trustee is the beneficial owner of or holds as
         collateral security for an obligation which is in default, 5% or more
         of the voting securities of any person who, to the knowledge of the
         Trustee, owns 10% or more of the voting securities of, or controls
         directly or indirectly or is under direct or indirect common control
         with, the Company;

                  (8) the Trustee is the beneficial owner of or holds as
         collateral security for an obligation which is in default, 10% or more
         of any class of security of any person who, to the knowledge of the
         Trustee, owns 50% or more of the voting securities of the Company;

                  (9) the Trustee owns, on the date of such Event of Default or
         any anniversary of such Event of Default while such Event of Default
         remains outstanding, in the capacity of executor, administrator,
         testamentary or inter vivos trustee, guardian, committee or
         conservator, or in any other similar capacity, an aggregate of 25% or
         more of the voting securities, or of any class of security, of any
         person, the beneficial ownership of a specified percentage of which
         would have constituted a conflicting interest under paragraph (6), (7)
         or (8) of this subsection. As to any such securities of which the
         Trustee acquired ownership through becoming executor, administrator or



                                                          Subordinated Indenture
                                       44
<PAGE>

         testamentary trustee of an estate which included them, the provisions
         of the preceding sentence shall not apply, for a period of not more
         than two years from the date of such acquisition, to the extent that
         such securities included in such estate do not exceed 25% of such
         voting securities or 25% of any such class of security. Promptly after
         the dates of any such Event of Default and annually in each succeeding
         year that such Event of Default continues, the Trustee shall make a
         check of its holdings of such securities in any of the above-mentioned
         capacities as of such dates. If the Company fails to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Debt Securities when and as the same becomes due and payable, and such
         failure continues for 30 days thereafter, the Trustee shall make a
         prompt check of its holdings of such securities in any of the
         above-mentioned capacities as of the date of the expiration of such
         30-day period, and after such date, notwithstanding the foregoing
         provisions of this paragraph, all such securities so held by the
         Trustee, with sole or joint control over such securities vested in it,
         shall be considered as though beneficially owned by the Trustee for the
         purposes of paragraphs (6), (7) and (8) of this subsection; or

                  (10) except under the circumstances described in paragraphs
         (1), (3), (4), (5) or (6) of Section 6.13(b) of this Indenture, the
         Trustee shall be or shall become a creditor of the Company.

                  For the purposes of paragraph (1) of this subsection, the term
"series of securities" or "series" means a series, class or group of securities
issuable under an indenture pursuant to whose terms holders of one such series
may vote to direct the Trustee, or otherwise take action pursuant to a vote of
such holders, separately from holders of another series; provided, that "series
of securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

                  The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection.

                  For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

                  (d) For the purposes of this Section:

                  (1) The term "underwriter" when used with reference to the
         Company means every person who, within one year prior to the time as of
         which the determination is made, has purchased from the Company with a
         view to, or has offered or sold for the Company in connection with, the
         distribution of any security of the Company outstanding



                                                          Subordinated Indenture
                                       45
<PAGE>

         at such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.

                  (2) The term "director" means any director of a corporation,
         or any individual performing similar functions with respect to any
         organization whether incorporated or unincorporated.

                  (3) The term "person" means an individual, a corporation, a
         partnership, an association, a joint stock company, a trust, an estate,
         an unincorporated organization, or a government or political
         subdivision thereof. As used in this paragraph, the term "trust" shall
         include only a trust where the interest or interests of the beneficiary
         or beneficiaries are evidenced by a security.

                  (4) The term "voting security" means any security presently
         entitling the owner or holder thereof to vote in the direction or
         management of the affairs of a person, or any security issued under or
         pursuant to any trust, agreement or arrangements whereby a trustee or
         trustees or agent or agents for the owner or holder of such security
         are presently entitled to vote in the direction or management of the
         affairs of a person.

                  (5) The term "Company" means any obligor upon the Debt
         Securities of any series.

                  (6) The term "executive officer" means the president, every
         vice president, every trust officer, the cashier, the secretary, and
         the treasurer of a corporation, and any individual customarily
         performing similar functions with respect to any organization, whether
         incorporated or unincorporated, but shall not include the chairman of
         the board of directors.

                  (e) The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

                  (1) A specified percentage of the voting securities of the
         Trustee, the Company or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                  (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used with regard to securities
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares, and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:



                                                          Subordinated Indenture
                                       46
<PAGE>

                           (i) securities of an issuer held in a sinking fund
                  relating to securities of the issuer of the same class;

                           (ii) securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;

                           (iii) securities pledged by the issuer thereof as
                  security for an obligation of the issuer not in default as to
                  principal or interest or otherwise; and

                           (iv) securities held in escrow if placed in escrow by
                  the issuer thereof;

provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes; and provided,
         further, that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

                  (f) Except in the case of a default in the payment of the
principal of or interest on any Debt Security of any series, or in the payment
of any sinking or purchase fund installment, the Trustee shall not be required
to resign as provided by this Section if the Trustee shall have sustained the
burden of proving, on application to the Commission and after opportunity for
hearing thereon, that:

                  (1) the Event of Default may be cured or waived during a
         reasonable period and under the procedures described in such
         application; and

                  (2) a stay of the Trustee's duty to resign will not be
         inconsistent with the interests of Holders of the Debt Securities.

The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise.

         SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $100,000,000, subject to supervision or examination by Federal,
State or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most



                                                          Subordinated Indenture
                                       47
<PAGE>

recent report of condition so published. Neither the Company nor any person
directly or indirectly controlling, controlled by, or under common control with
the Company shall serve as Trustee upon any Debt Securities.

         SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

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

                  (c) The Trustee may be removed at any time with respect to the
Debt Securities of any series and a successor Trustee appointed by Act of the
Holders of a majority in principal amount of the Outstanding Debt Securities of
such series, delivered to the Trustee and to the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08(a) with
         respect to the Debt Securities of any series after written request
         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Debt Security of such series for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
         with respect to the Debt Securities of any series and shall fail to
         resign after written request therefor by the Company or by any such
         Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities, or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Debt Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Debt Securities of any particular
series) and shall comply with the applicable requirements of



                                                          Subordinated Indenture
                                       48
<PAGE>

Section 6.11. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Debt Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Debt Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Debt Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Debt Securities of any series shall
have been so appointed by the Company or the Holders of such series and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Debt Security of such series for at least six months may,
subject to Section 5.14, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series in the manner and to the extent provided in Section 1.05 to the
Holders of Debt Securities of such series. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

         SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In the case of an appointment hereunder of a successor
Trustee with respect to all Debt Securities, each such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee,
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.07.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Debt Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the
Debt Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any other



                                                          Subordinated Indenture
                                       49
<PAGE>

trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of any such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series to which the appointment of such successor Trustee relates, but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

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

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

         SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                       BUSINESS.

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

         SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  (a) Subject to subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Debt Securities and the holders of other indenture securities (as defined in
subsection (c) of this Section):

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such three-month period
         and valid as against the Company and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this subsection, or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a voluntary or involuntary case had been commenced in respect of the
         Company under the Federal bankruptcy laws, as now



                                                          Subordinated Indenture
                                       50
<PAGE>

         or hereafter constituted, or any other applicable Federal or State
         bankruptcy, insolvency or other similar law upon the date of such
         default; and

                  (2) all property received by the Trustee in respect of any
         claim as such creditor, either as security therefor, or in satisfaction
         or composition thereof, or otherwise, after the beginning of such
         three-month period, or an amount equal to the proceeds of any such
         property, if disposed of, subject, however, to the rights, if any, of
         the Company and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                  (A) to retain for its own account (i) payments made on account
         of any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Company in bankruptcy or receivership or in proceedings or
         reorganization pursuant to the Federal bankruptcy laws, as now or
         hereafter constituted, or any other applicable Federal or State
         bankruptcy, insolvency or other similar law;

                  (B) to realize, for its own account, upon any property held by
         it as security for any such claim, if such property was so held prior
         to the beginning of such three-month period;

                  (C) to realize, for its own account, but only to the extent of
         the claim hereinafter mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such three-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in subsection (c) of this Section, would
         occur within three months, or

                  (D) to receive payment on any claim referred to in paragraph
         (B) or (C) against the release of any property held as security for
         such claim as provided in paragraph (B) or (C), as the case may be, to
         the extent of the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted or any other applicable Federal
or State bankruptcy, insolvency or other similar law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee



                                                          Subordinated Indenture
                                       51
<PAGE>

anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for reorganization pursuant
to the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, whether
such distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to apportion among the
Trustee and the Holders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claim, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

                  Any Trustee which has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions of this
subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this subsection if and only if
the following conditions exist:

                           (i) the receipt of property or reduction of claim,
                  which would have given rise to the obligation to account, if
                  such Trustee had continued as Trustee, occurred after the
                  beginning of such three-month period; and

                           (ii) such receipt of property or reduction of claim
                  occurred within three months after such resignation or
                  removal.

                  (b) There shall be excluded from the operation of subsection
(a) of this Section a creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued under
         any indenture, or any security or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the Lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;



                                                          Subordinated Indenture
                                       52
<PAGE>

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented, or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in subsection (c) of
         this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and

                  (6) The acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper as defined in
         subsection (c) of this Section.

                  (c) for the purposes of this Section only:

                  (1) The term "default" means any failure to make payment in
         full of the principal of or interest on any of the Debt Securities or
         upon the other indenture securities when and as such principal or
         interest becomes due and payable.

                  (2) The term "other indenture securities" means securities
         upon which the Company is an obligor outstanding under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account.

                  (3) The term "cash transaction" means any transaction in which
         full payment for goods or securities sold is made within seven days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks and payable upon demand.

                  (4) The term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security, provided the security
         is received by the Trustee simultaneously with the creation of the
         creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.

                  (5) The term "Company" means any obligor upon the Debt
         Securities.

         SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

                  As long as any Debt Securities of a series remain Outstanding,
upon a Company Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Company shall elect,
by the Trustee for such series of Debt Securities to act as its agent on its
behalf and subject to its direction in connection with the authentication and
delivery



                                       53
<PAGE>

of each series of Debt Securities for which it is serving as Trustee. Debt
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by such Trustee. Wherever reference is made
in this Indenture to the authentication and delivery of Debt Securities of any
series by the Trustee for such series or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee for such series by an Authenticating Agent for
such series and a Certificate of Authentication executed on behalf of such
Trustee by such Authenticating Agent. Such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the United
States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$10,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Debt Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee for such series or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall
cease to be eligible shall, resign by giving written notice of resignation to
the applicable Trustee and to the Company.

                  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more or all series of Debt Securities, the Trustee for such series shall
upon a Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in Section 1.05. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. The Trustee for the Debt Securities of such series agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of Section 6.07. The
Authenticating Agent for the Debt Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

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

                  This is one of the series of Debt Securities issued under the
within mentioned Indenture.



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                                       54
<PAGE>


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

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

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

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

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                       HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee with respect to Registered Securities of each series for which it acts
as Trustee:

                  (a) semi-annually on a date not more than 15 days after each
Regular Record Date with respect to an Interest Payment Date, if any, for the
Registered Securities of such series (or on semi-annual dates in each year to be
determined pursuant to Section 3.01 if the Registered Securities of such series
do not bear interest), a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Registered Holders as of the date 15
days next preceding each such Regular Record Date (or such semi-annual dates, as
the case may be); and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar for such series, no such lists need be furnished.

         SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in
Section 7.01 received by it in the capacity of Paying Agent (if so acting)
hereunder.

                  The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent (if so acting) hereunder upon delivering to
itself as Trustee, not earlier than 45 days after an Interest Payment Date, a
list containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, and destroy
any list delivered to itself as Trustee which was compiled from information
received by it as Paying Agent (if so acting) hereunder upon the receipt of a
new list so delivered.

                  (b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a period
of at least six months preceding the date of such application,



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                                       55
<PAGE>

and such application states that the applicants desire to communicate with other
Holders of Debt Securities of a particular series (in which case the applicants
must hold Debt Securities of such series) or with all Holders of Debt Securities
with respect to their rights under this Indenture or under the Debt Securities
and is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election, either

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 7.02(a), or

                  (ii) inform such applicants as to the approximate number of
         Holders of Debt Securities of such series or of all Debt Securities, as
         the case may be, whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with Section
         7.02(a), and as to the approximate cost of mailing to such Holders the
         form of proxy or other communication, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon written request of such
applicants, mail to the Holders of Debt Securities of such series or all
Holders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Debt Securities of such series or all Holders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
of any material pursuant to a request made under Section 7.02(b).

         SECTION 7.03. REPORTS BY TRUSTEE.

                  (a) Within 60 days after ____________ of each year, commencing
______________, 200___, the Trustee shall, to the extent required by the Trust
Indenture Act, transmit to all Holders of Debt Securities of any series with
respect to which it acts as Trustee, in the manner hereinafter provided in this
Section 7.03, a brief report dated such date with respect to any of the
following events which may have occurred within the previous 12 months (but if
no such event has occurred within such period no report need be transmitted):



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                                       56
<PAGE>

                  (1) any change to its eligibility under Section 6.09 and its
         qualifications under Section 6.08;

                  (2) the creation of or any material change to a relationship
         specified in paragraph (1) through (10) of Section 6.08(c) of this
         Indenture;

                  (3) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Debt Securities of such
         series, on any property or funds held or collected by it as Trustee,
         except that the Trustee shall not be required (but may elect) to report
         such advances if such advances so remaining unpaid aggregate not more
         than 1/2 of 1% of the principal amount of the Outstanding Debt
         Securities of such series on the date of such report;

                  (4) any change to the amount, interest rate and maturity date
         of all other indebtedness owing by the Company (or any other obligor on
         the Debt Securities of such series) to the Trustee in its individual
         capacity, on the date of such report, with a brief description of any
         property held as collateral security therefor, except an indebtedness
         based upon a creditor relationship arising in any manner described in
         Section 6.13(b)(2), (3), (4) or (6);

                  (5) any change to the property and funds, if any, physically
         in the possession of the Trustee as such on the date of such report;

                  (6) any additional issue of Debt Securities which the Trustee
         has not previously reported; and

                  (7) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Debt Securities of such series, except
         action in respect of a default, notice of which has been or is to be
         withheld by the Trustee in accordance with Section 6.02.

                  (b) The Trustee shall transmit by mail to all Holders of Debt
Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02 (a)) for
which it acts as the Trustee, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debt Securities of such series, on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee for each series shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Debt Securities of such
series Outstanding at such time, such report to be transmitted within 90 days
after such time.

                  (c) Reports pursuant to this Section 7.03 shall be transmitted
by mail:

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



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                                       57
<PAGE>

                  (2) except in the cases of reports pursuant to subsection (b)
         of this Section 7.03, to each Holder of a Debt Security of any series
         whose name and address appear in the information preserved at the time
         by the Trustee in accordance with Section 7.02(a).

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

         SECTION 7.04. REPORTS BY COMPANY.

                  Unless otherwise specified with respect to a particular series
of Debt Securities pursuant to Section 3.01, the Company will:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Exchange Act. Notwithstanding that the Company may
         not be required to remain subject to the reporting requirements of
         Section 13 or 15(d) of the Exchange Act or otherwise report on an
         annual and quarterly basis on forms provided for such annual and
         quarterly reporting pursuant to rules and regulations promulgated by
         the Commission, the Company shall continue to file with the Commission
         and provide the Trustee and the Holders of each series of Debt
         Securities with, without cost to each Holder, (a) within 90 days after
         the end of each fiscal year, annual reports on Form 10-K (or any
         successor or comparable form) containing the information required to be
         contained therein (or required in such successor or comparable form);
         (b) within 45 days after the end of each of the first three fiscal
         quarters of each fiscal year, reports on Form 10-Q (or any successor or
         comparable form); and (c) promptly from time to time after the
         occurrence of an event required to be therein reported, such other
         reports on Form 8-K (or any successor or comparable form) containing
         the information required (other than pursuant to Item 9 of such report)
         to be contained therein (or required in any successor or comparable
         form); provided, however, that the Company shall not be obligated to
         file such reports with the Commission if the Commission does not permit
         such filings. The Company will in all cases, without cost to each
         recipient, provide copies of such information to the Holders of the
         Debt Securities of each series and, if they are not permitted to file
         such reports with the Commission, shall make available information to
         prospective purchasers and to securities analysts and broker-dealers
         upon their request;

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

                  (3) transmit to all Holders of Debt Securities, in the manner
         and to the extent provided in Section 7.03, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.



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                                       58
<PAGE>

                                  ARTICLE EIGHT
                             CONCERNING THE HOLDERS

         SECTION 8.01. ACTS OF HOLDERS.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities of any series may take any Act, the
fact that the Holders of such specified percentage have joined therein may be
evidenced (a) by the instrument or instruments executed by Holders in person or
by agent or proxy appointed in writing, or (b) by the record of Holders voting
in favor thereof at any meeting of such Holders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Holders.

         SECTION 8.02. PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY
                       HOLDER.

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

                  Subject to the provisions of Sections 6.01, 6.03 and 9.05,
proof of the execution of any instrument by a Holder or such Holder's agent
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

                  The record of any Holders' meeting shall be proved in the
manner provided in Section 9.06.

                  The Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section so long as the request
is a reasonable one.

         SECTION 8.03. PERSONS DEEMED OWNERS.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Registered Security is registered
as the owner of such Registered Security for the purpose of receiving payment of
the principal of (and premium, if any) and (subject to Section 3.07) interest,
if any, on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary. All payments made to any Holder, or upon his order, shall be
valid, and, to the extent of the sum or sums paid, effectual to satisfy and
discharge the liability for moneys payable upon such Debt Security.



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                                       59
<PAGE>

         SECTION 8.04. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any Act by the Holders of
the percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.02,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and, subject to the provisions of Section 5.08, upon
all future Holders of such Debt Security and of any Debt Securities issued on
transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                  ARTICLE NINE
                                HOLDERS' MEETINGS

         SECTION 9.01. PURPOSES OF MEETINGS.

                  A meeting of Holders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article Nine for
any of the following purposes:

                  (1) to give any notice to the Company or to the Trustee for
         such series, or to give any directions to the Trustee for such series,
         or to consent to the waiving of any default hereunder and its
         consequences, or to take any other action authorized to be taken by
         Holders pursuant to any of the provisions of Article Five;

                  (2) to remove the Trustee for such series and appoint a
         successor Trustee pursuant to the provisions of Article Six;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 11.02; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Outstanding Debt Securities of any one or more or all series, as
         the case may be, under any other provision of this Indenture or under
         applicable law.

         SECTION 9.02. CALL OF MEETINGS BY TRUSTEE.

                  The Trustee for any series may at any time call a meeting of
Holders of such series to take any action specified in Section 9.01, to be held
at such time or times and at such place or places as the Trustee for such series
shall determine. Notice of every meeting of the Holders of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of such series
in the manner and to the extent provided in Section 1.05. Such notice shall be
given not less than 10 days nor more than 90 days prior to the date fixed for
the meeting.



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                                       60
<PAGE>

         SECTION 9.03. CALL OF MEETINGS BY COMPANY OR HOLDERS

                  In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Debt Securities of a series or of all series, as the case may be,
shall have requested the Trustee for such series to call a meeting of Holders of
any or all such series by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have given
the notice of such meeting within 10 days after the receipt of such request,
then the Company or such Holders may determine the time or times and the place
or places for such meetings and may call such meetings to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.

         SECTION 9.04. QUALIFICATIONS FOR VOTING.

                  To be entitled to vote at any meeting of Holders a Person
shall be (a) a Holder of a Debt Security of the series with respect to which
such meeting is being held or (b) a Person appointed by an instrument in writing
as agent or proxy by such Holder. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
for the series with respect to which such meeting is being held and its counsel
and any representatives of the Company and its counsel.

         SECTION 9.05. REGULATIONS.

                  Notwithstanding any other provisions of this Indenture, the
Trustee for any series may make such reasonable regulations as it may deem
advisable for any meeting of Holders of such series, in regard to proof of the
holding of Debt Securities of such series and of the appointment of proxies, and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of such series as provided in Section 9.03, in which
case the Company or the Holders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by a majority vote of the
meeting.

                  Subject to the provisos in the definition of "Outstanding," at
any meeting each Holder of a Debt Security of the series with respect to which
such meeting is being held or proxy therefor shall be entitled to one vote for
each $1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Debt Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Outstanding Debt
Securities of such series held by him or instruments in writing duly designating
him as the person to vote on behalf of Holders of Debt Securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.



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                                       61
<PAGE>

         SECTION 9.06. VOTING.

                  The vote upon any resolution submitted to any meeting of
Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be taken and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was transmitted as provided
in Section 9.02. The record shall show the serial numbers of the Debt Securities
voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         SECTION 9.07. NO DELAY OF RIGHTS BY MEETING.

                  Nothing contained in this Article Nine shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Holders
or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to any Holder under any of the provisions of this
Indenture or of the Debt Securities of any series.

                                   ARTICLE TEN
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 10.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

                  The Company shall not consolidate with or merge with or into
or wind up into (whether or not the Company is the surviving corporation) or
sell, assign, convey, transfer or lease its properties and assets as an entirety
or substantially as an entirety to any Person, unless:

                  (1) the corporation formed by such consolidation or into which
         the Company is merged or wound up or the Person which acquires by sale,
         assignment, conveyance or transfer, or which leases, the properties and
         assets of the Company as an entirety or substantially as an entirety
         (the "successor corporation") shall be a corporation organized and
         existing under the laws of the United States or any State or territory
         thereof or the District of Columbia and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form reasonably satisfactory to the Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest on all
         the Debt Securities and the performance of every covenant of this
         Indenture on the part of the Company to be performed or observed;



                                                          Subordinated Indenture
                                       62
<PAGE>

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

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance, transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with; and

                  (4) such other conditions as may be specified under Section
         3.01 with respect to any series of Debt Securities.

         SECTION 10.02. SUCCESSOR CORPORATION SUBSTITUTED.

                  In the case of any consolidation, merger or winding up, or
sale, assignment, conveyance, transfer or lease of the properties and assets of
the Company as an entirety or substantially as an entirety, in each case in
accordance with Section 10.01, the successor corporation shall succeed to, and
be substituted for (so that from and after the date of such consolidation,
merger, wind up, sale, assignment, conveyance, transfer or lease, the provisions
of this Indenture that refer to the "Company" shall refer to such successor
corporation and not the Company), and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein; and the Company shall be
released from all liabilities and obligations, and relieved of any further
obligations, under this Indenture and the Debt Securities.

                                 ARTICLE ELEVEN
                             SUPPLEMENTAL INDENTURES

         SECTION 11.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1) to evidence the succession of another corporation to the
         rights of the Company and the assumption by such successor of the
         covenants of the Company contained herein and in the Debt Securities;
         or

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

                  (3) to add any additional Events of Default (and if such
         Events of Default are to be applicable to less than all series, stating
         that such Events of Default are expressly being included solely to be
         applicable to such series); or

                  (4) to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no



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                                       63
<PAGE>

         Outstanding Debt Security of any series created prior to the execution
         of such supplemental indenture which is entitled to the benefit of such
         provision and as to which such supplemental indenture would apply; or

                  (5) to secure the Debt Securities or to provide that any of
         the Company's obligations under any series of the Debt Securities shall
         be guaranteed and the terms and conditions for the release or
         substitution of such security or guarantee; or

                  (6) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Debt Securities pursuant to
         Article Four or Fifteen, provided that any such action shall not
         adversely affect the interests of the Holders of Debt Securities of
         such series or any other series of Debt Securities in any material
         respect; or

                  (7) to establish the form or terms of Debt Securities of any
         series as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to one or more series of
         Debt Securities and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, to eliminate any conflict between the terms hereof
         and the Trust Indenture Act or to make any other provisions with
         respect to matters or questions arising under this Indenture which
         shall not be inconsistent with any provision of this Indenture;
         provided such other provisions shall not adversely affect the interests
         of the Holders of Outstanding Debt Securities of any series created
         prior to the execution of such supplemental indenture in any material
         respect; or

                  (10) to make any change in Article Eighteen or any provisions
         related thereto provided for pursuant to Section 3.01, which would
         limit or terminate the benefits available to any holder of Senior
         Indebtedness, or representative therefor, under Article Eighteen or
         such provisions of Section 3.01.

                  An amendment under this Section 11.01 may not make any change
that adversely affects the rights under Article Eighteen, or any provisions
related thereto provided for pursuant to Section 3.01, of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness, or
any authorized representative thereof, consents to such change.

         SECTION 11.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of each series
affected by such supplemental indenture voting separately, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities; provided, however, that no



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                                       64
<PAGE>

such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security of each such series affected thereby,

                  (1) conflict with the required provisions of the Trust
         Indenture Act;

                  (2) except as specifically provided with respect to any series
         of Debt Securities pursuant to Section 3.01, (a) change the Stated
         Maturity of the principal of, or installment of interest, if any, on,
         any Debt Security, (b) reduce the principal amount thereof or the
         interest thereon or any premium payable upon redemption thereof
         (provided that a requirement to offer to repurchase Debt Securities
         shall not be deemed a redemption for this purpose), (c) change the
         Currency or Currencies in which the principal of (and premium, if any)
         or interest on such Debt Security is denominated or payable, (d) reduce
         the amount of the principal of a Discount Security that would be due
         and payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 5.02, (e) reduce the amount of, or postpone the
         date fixed for, any payment under any sinking fund or analogous
         provisions for any Debt Security, (f) impair the right to institute
         suit for the enforcement of any payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or (g) adversely affect the right to convert any Debt Security
         into shares of Common Stock of the Company as may be provided pursuant
         to Section 3.01; or

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

                  (4) modify any of the provisions of this Section, Section 5.13
         or Section 12.06, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Debt
         Security of each series affected thereby; provided, however, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section and Section 12.06, or the deletion of this
         proviso, in accordance with the requirements of Sections 6.11 and
         11.01(6); or

                  (5) modify any of the provisions of this Indenture relating to
         the subordination of Debt Securities in a manner adverse to the
         Holders.

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

                  An amendment under this Section 11.02 may not make any change
that adversely affects the rights under Article Eighteen, or any provisions
related thereto provided for pursuant to Section 3.01, of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness, or
any authorized representative thereof, consents to such change.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture with respect to one or more
particular series of Debt Securities or which modifies the rights of the Holders
of Debt Securities of such series with respect to such



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                                       65
<PAGE>

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

         SECTION 11.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a material way.

         SECTION 11.04. EFFECT OF SUPPLEMENTAL INDENTURES.

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

         SECTION 11.05. CONFORMITY WITH TRUST INDENTURE ACT.

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

         SECTION 11.06. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

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

         SECTION 11.07. NOTICE OF SUPPLEMENTAL INDENTURE.

                  Promptly after the execution by the Company and the
appropriate Trustee of any supplemental indenture pursuant to Section 11.02, the
Company shall transmit, in the manner and to the extent provided in Section
1.05, to all Holders of any series of the Debt Securities affected thereby, a
notice setting forth in general terms the substance of such supplemental
indenture.

                                 ARTICLE TWELVE
                                    COVENANTS

         SECTION 12.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company, for the benefit of each series of Debt
Securities, will duly and punctually pay or cause to be paid the principal of,
and premium, if any, and interest on, each of the Debt Securities at the place,
at the respective times and in the manner provided herein. Each installment of
interest on the Debt Securities may at the Company's option be paid by mailing



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                                       66
<PAGE>

checks for such interest payable to the Person entitled thereto to the address
of such Person as it appears on the Security Register.

                  Principal, premium and interest of Debt Securities of any
series shall be considered paid on the date due if on such date the Trustee or
any Paying Agent holds in accordance with this Indenture money sufficient to pay
in the Currency in which the Debt Securities of such series are denominated
(except as provided pursuant to Section 3.01) all principal, premium and
interest then due, and, as the case may be, is not prohibited from paying such
money to the Holders on that date pursuant to the terms of this Indenture.

         SECTION 12.02. OFFICER'S CERTIFICATE AS TO DEFAULT.

                  Unless otherwise specifically provided for with respect to any
series of Debt Securities under Section 3.01, the Company will deliver to the
Trustee, on or before a date not more than four months after the end of each
fiscal year of the Company (which on the date hereof is the calendar year)
ending after the date hereof, a certificate of the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating whether or not to the best knowledge of the signer thereof the Company
is in compliance with all covenants and conditions under this Indenture, and, if
the Company shall be in default, specifying all such defaults and the nature
thereof of which such signer may have knowledge. For purposes of this Section,
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

         SECTION 12.03. MAINTENANCE OF OFFICE OR AGENCY.

                  If Debt Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for such series
an office or agency where Debt Securities of that series may be presented or
surrendered for payment, where Debt Securities of that series may be surrendered
for registration of transfer or exchange, where Debt Securities of that series
that are convertible may be surrendered for conversion, if applicable, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands.

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

         SECTION 12.04. MONEY FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Debt Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the Debt
Securities of such series, segregate and hold in trust for the



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                                       67
<PAGE>

benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents with
respect to any series of Debt Securities, it will, by or on each due date of the
principal (and premium, if any) or interest on any Debt Securities of such
series, deposit with any such Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled thereto, and (unless any such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

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

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

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

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

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Debt Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company upon a Company Request,
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Debt Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be transmitted in the manner and to
the extent provided by Section 1.05, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Company.



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                                       68
<PAGE>

         SECTION 12.05. CORPORATE EXISTENCE.

                  Subject to Article Ten, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

         SECTION 12.06. WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 12.05 (and, if so
specified pursuant to Section 3.01, any other covenant not set forth herein and
specified pursuant to Section 3.01 to be applicable to the Securities of any
series, except as otherwise provided pursuant to Section 3.01) with respect to
the Debt Securities of any series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                ARTICLE THIRTEEN
                          REDEMPTION OF DEBT SECURITIES

         SECTION 13.01. APPLICABILITY OF ARTICLE.

                  Debt Securities of any series which are redeemable before
their Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Debt Securities of any series)
in accordance with this Article.

         SECTION 13.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem (or, in the case of
Discount Securities, to permit the Holders to elect to surrender for redemption)
any Debt Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all of the Debt
Securities of any series pursuant to Section 13.03, the Company shall, at least
30 days before the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Debt Securities of such series to be
redeemed. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restrictions.

         SECTION 13.03. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED.

                  Except in the case of a redemption in whole of Registered
Securities of such series, if less than all the Debt Securities of any series
are to be redeemed at the election of the Company, the particular Debt
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Debt Securities of such
series not previously called for redemption, by such method as the Trustee shall
deem fair and



                                                          Subordinated Indenture
                                       69
<PAGE>

appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or any integral multiple thereof) of the principal amount of Debt Securities of
such series in a denomination larger than the minimum authorized denomination
for Debt Securities of such series pursuant to Section 3.02 in the Currency in
which the Debt Securities of such series are denominated. The portions of the
principal amount of Debt Securities so selected for partial redemption shall be
equal to the minimum authorized denominations for Debt Securities of such series
pursuant to Section 3.02 in the Currency in which the Debt Securities of such
series are denominated or any integral multiple thereof, except as otherwise set
forth in the applicable form of Debt Securities. In any case when more than one
Registered Security of such series is registered in the same name, the Trustee
in its discretion may treat the aggregate principal amount so registered as if
it were represented by one Registered Security of such series.

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

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

         SECTION 13.04. NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by the Company, or at the
Company's request, by the Trustee in the name and at the expense of the Company,
not less than 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article Thirteen, in the manner provided in Section 1.05. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. Failure to give such notice, or any
defect in such notice to the Holder of any Debt Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the Holder of any other Debt Security of
such series.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) that Debt Securities of such series are being redeemed by
         the Company pursuant to provisions contained in this Indenture or the
         terms of the Debt Securities of such series or a supplemental indenture
         establishing such series, if such be the case, together with a brief
         statement of the facts permitting such redemption,

                  (4) if less than all Outstanding Debt Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Debt Securities to
         be redeemed,



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                                       70
<PAGE>

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

                  (6) the Place or Places of Payment where such Debt Securities
         are to be surrendered for payment of the Redemption Price, and

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

         SECTION 13.05. DEPOSIT OF REDEMPTION PRICE.

                  On or prior to the Redemption Date for any Debt Securities,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 12.04) an amount of money in the Currency or Currencies in
which such Debt Securities are denominated (except as provided pursuant to
Section 3.01) sufficient to pay the Redemption Price of such Debt Securities or
any portions thereof which are to be redeemed on that date.

         SECTION 13.06. DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest on Registered Securities
which have a Stated Maturity on or prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of Section 3.07.

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

         SECTION 13.07. DEBT SECURITIES REDEEMED IN PART.

                  Any Debt Security which is to be redeemed only in part shall
be surrendered at the Corporate Trust Office or such other office or agency of
the Company as is specified pursuant to Section 3.01 with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered. In the case of a Debt
Security providing appropriate space for such notation, at the option of the
Holder thereof, the Trustee, in lieu of delivering a new Debt Security or Debt
Securities as aforesaid, may make a notation on such Debt Security of the
payment of the redeemed portion thereof.



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                                       71
<PAGE>

                                ARTICLE FOURTEEN
                                  SINKING FUNDS

         SECTION 14.01. APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Debt Securities of a series except as
otherwise specified pursuant to Section 3.01 for Debt Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in Section 14.02. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

         SECTION 14.02. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH
                        DEBT SECURITIES.

                  In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Debt Securities of a series in cash, the Company may
at its option, at any time no more than sixteen months and no less than 45 days
prior to the date on which such sinking fund payment is due, deliver to the
Trustee Debt Securities of such series theretofore purchased or otherwise
acquired by the Company, except Debt Securities of such series which have been
redeemed through the application of mandatory sinking fund payments pursuant to
the terms of the Debt Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Debt
Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value, provided that such Debt Securities
shall not have been previously so credited. Such Debt Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

         SECTION 14.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Debt Securities (unless a shorter period shall be satisfactory
to the Trustee), the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency or Currencies in
which the Debt Securities of such series are denominated (except as provided
pursuant to Section 3.01) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Debt Securities of such series pursuant to
Section 14.02 and whether the Company intends to exercise its rights to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for such series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of the
Debt Securities of such series subject



                                                          Subordinated Indenture
                                       72
<PAGE>

to a mandatory sinking fund payment without the right to deliver or credit Debt
Securities as provided in Section 14.02 and without the right to make any
optional sinking fund payment with respect to such series at such time.

                  Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Debt Securities of any particular series shall be applied by
the Trustee (or by the Company if the Company is acting as its own Paying Agent)
on the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment
date immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company if the Company is acting
as its own Paying Agent) to the redemption of Debt Securities shall be added to
the next sinking fund payment received by the Trustee (or if the Company is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 12.04) for such series and, together with such payment (or such amount
so segregated) shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to the Debt Securities of
any particular series held by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in Section 12.04) on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
of such series shall be applied by the Trustee (or by the Company if the Company
is acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at Maturity.

                  The Trustee shall select or cause to be selected the Debt
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 13.03 and the Company shall cause notice of the redemption
thereof to be given in the manner provided in Section 13.04. Such notice having
been duly given, the redemption of such Debt Securities shall be made upon the
terms and in the manner stated in Section 13.06.

                  On or before each sinking fund payment date, the Company shall
pay to the Trustee (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in Section 12.04) in cash
a sum, in the Currency or Currencies in which Debt Securities of such series are
denominated (except as provided pursuant to Sections 3.01 or 3.10), equal to the
principal and any interest accrued to the Redemption Date for Debt Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.

                  Neither the Trustee nor the Company shall redeem any Debt
Securities of a series with sinking fund moneys or mail any notice of redemption
of Debt Securities of such series by operation of the sinking fund for such
series during the continuance of a default in payment of interest, if any, on
any Debt Securities of such series or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
the Debt Securities of such series, except that if the notice of redemption
shall have been provided in accordance with the provisions hereof, the Trustee
(or the Company, if the Company is then acting as its own Paying Agent) shall
redeem such Debt Securities if cash sufficient for that purpose shall be
deposited with the Trustee (or segregated by the Company) for that purpose in
accordance with the terms of this Article. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of the Debt Securities of such series; provided, however, that
in case



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such default or Event of Default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on or prior to the next sinking
fund payment date for the Debt Securities of such series on which such moneys
may be applied pursuant to the provisions of this Section.

                                 ARTICLE FIFTEEN
                                   DEFEASANCE

         SECTION 15.01. APPLICABILITY OF ARTICLE.

                  If, pursuant to Section 3.01, provision is made for the
defeasance of Debt Securities of a series, and if the Debt Securities of such
series are Registered Securities and denominated and payable only in Dollars
(except as provided pursuant to Section 3.01), then the provisions of this
Article shall be applicable except as otherwise specified pursuant to Section
3.01 for Debt Securities of such series. Defeasance provisions, if any, for Debt
Securities denominated in a Foreign Currency or Currencies may be specified
pursuant to Section 3.01.

         SECTION 15.02. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
                        OBLIGATIONS.

                  At the Company's option, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its obligations with
respect to Debt Securities of any series ("legal defeasance option"), in which
case, payment of the Debt Securities of such defeased series may not be
accelerated because of an Event of Default, or (b) the Company shall cease to be
under any obligation to comply with any term, provision or condition set forth
in Section 10.01 with respect to Debt Securities of any series (and, if so
specified pursuant to Section 3.01, any other obligation of the Company or
restrictive covenant added for the benefit of such series pursuant to Section
3.01), in which case, payment of the Debt Securities so defeased may not be
accelerated because of an Event of Default based upon the non-compliance with,
or default of, any such term, provision, condition or covenant ("covenant
defeasance option"), in each case at any time after the applicable conditions
set forth below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Debt Securities of such series (i) money in an amount,
         or (ii) U.S. Government Obligations (as defined below) which through
         the payment of interest and principal in respect thereof in accordance
         with their terms will provide, not later than one day before the due
         date of any payment, money in an amount, or (iii) a combination of (i)
         and (ii), sufficient, in the opinion (with respect to (i) and (ii)) 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 any
         mandatory sinking fund payments) of and premium, if any, and interest
         on, the Outstanding Debt Securities of such series on the dates such
         installments of interest or principal and premium are due;

                  (2) such deposit shall not cause the Trustee with respect to
         Debt Securities of that series to have a conflicting interest as
         defined in Section 6.08 and for purposes of the Trust Indenture Act
         with respect to the Debt Securities of any series;

                  (3) such deposit will not result in a breach of, or constitute
         a default under, this Indenture or any other material agreement or
         instrument to which the Company is a



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         party or by which it is bound, or if such breach or default would
         occur, which is not waived as of, and for all purposes, on and after,
         the date of such deposit, and is not prohibited by Article Eighteen, or
         any provisions related thereto pursuant to Section 3.01;

                  (4) if the Debt Securities of such series are then listed on
         any national securities exchange, the Company shall have delivered to
         the Trustee an Opinion of Counsel or a letter or other document from
         such exchange to the effect that the Company's exercise of its option
         under this Section would not cause such Debt Securities to be delisted;

                  (5) no Event of Default or event (including such deposit)
         which, with notice or lapse of time or both, would become an Event of
         Default with respect to the Debt Securities of such series shall have
         occurred and be continuing on the date of such deposit (other than an
         Event of Default, if any, relating to such series of Debt Securities
         (and no other series of Debt Securities) which result from the
         incurrence of indebtedness or the grant of liens securing such
         indebtedness, all or a portion of the proceeds of which will be applied
         to such deposit), and, with respect to the legal defeasance option
         only, no Event of Default under Section 5.01(6) or Section 5.01(7) or
         event which with the giving of notice or lapse of time, or both, would
         become an Event of Default under Section 5.01(6) or Section 5.01(7)
         shall have occurred and be continuing on the 91st day after such date;
         and

                  (6) the Company shall have delivered to the Trustee an Opinion
         of Counsel or a ruling from the Internal Revenue Service to the effect
         that the Holders of the Debt Securities of such series will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such deposit, defeasance or Discharge.

                  Notwithstanding the foregoing, if the Company exercises its
covenant defeasance option and an Event of Default under Section 5.01(6) or
Section 5.01(7) or event which with the giving of notice or lapse of time, or
both, would become an Event of Default under Section 5.01(6) or Section 5.01(7)
shall have occurred and be continuing on the 91st day after the date of such
deposit, the obligations of the Company referred to under the definition of
covenant defeasance option with respect to such Debt Securities shall be
reinstated.

                  "DISCHARGED" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Debt Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Debt Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Debt
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Debt Securities when such payments are due, (B) the Company's obligations
with respect to the Debt Securities of such series under Sections 3.04, 3.05,
3.06, 12.03 and 15.03 and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.

                  "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i)
direct obligations of the United States 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 the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case under clauses (i) or (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



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<PAGE>

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 or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

         SECTION 15.03. DEPOSITED MONEYS AND U.S. GOVERNMENT, OBLIGATIONS TO BE
                        HELD IN TRUST.

                  All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 15.02 in respect of Debt Securities of a series
shall be held in trust and applied by it, in accordance with the provisions of
such Debt 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 Holders of such Debt Securities, of all
sums due and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law. Money and securities so held in trust pursuant to
a legal defeasance shall not be subject to Article Eighteen, or any provisions
related thereto pursuant to Section 3.01, unless therein otherwise expressly
stated.

         SECTION 15.04. REPAYMENT TO COMPANY.

                  The Trustee and any Paying Agent shall promptly pay or return
to the Company upon Company Request any moneys or U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of (and premium, if any) and interest on the Debt Securities of any series for
which money or U.S. Government Obligations have been deposited pursuant to
Section 15.02.

                  The provisions of the last paragraph of Section 12.04 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 15.02.

                                 ARTICLE SIXTEEN
                                   CONVERSION

         SECTION 16.01. APPLICABILITY; CONVERSION PRIVILEGE.

                  Except as otherwise specified pursuant to Section 3.01 for
Debt Securities of any series, the provisions of this Article Sixteen shall be
applicable to any Debt Securities that are convertible into Common Stock. If so
provided pursuant to Section 3.01 with respect to the Debt Securities of any
series, the Holder of a Debt Security of such series shall have the right, at
such Holder's option, to convert, in accordance with the terms of such series of
Debt Securities and this Article Sixteen, all or any part (in a denomination of,
unless otherwise specified pursuant to Section 3.01 with respect to Debt
Securities of such series (1) $1,000 in principal amount or any integral
multiple thereof or (2) in the case of Debt Securities denominated in a Foreign
Currency, in a denomination equal to $1,000 or an integral multiple thereof
based on the Market Exchange Rate) of such Debt Security into shares of Common
Stock or, as to any Debt Securities called for redemption, at any time prior to
the time and date fixed for such redemption (unless the Company



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shall default in the payment of the Redemption Price, in which case such right
shall not terminate at such time and date).

         SECTION 16.02. CONVERSION PROCEDURE; CONVERSION PRICE; FRACTIONAL
                        SHARES.

                  (a) Each Debt Security to which this Article is applicable
shall be convertible at the office of the Conversion Agent, and at such other
place or places, if any, specified in pursuant to Section 3.01 with respect to
the Debt Securities of such series, into fully paid and nonassessable shares
(calculated to the nearest 1/100th of a share) of Common Stock. The Debt
Securities will be converted into shares of Common Stock at the Conversion Price
therefor. No payment or adjustment shall be made in respect of dividends on the
Common Stock or accrued interest on a converted Debt Security except as
described in Section 16.09. The Company may, but shall not be required, in
connection with any conversion of Debt Securities, to issue a fraction of a
share of Common Stock and, if the Company shall determine not to issue any such
fraction, the Company shall, subject to Section 16.03(4), make a cash payment
(calculated to the nearest cent) equal to such fraction multiplied by the
Closing Price of the Common Stock on the last Trading Day prior to the date of
conversion.

                  (b) Before any Holder of a Debt Security shall be entitled to
convert the same into Common Stock, such Holder shall surrender such Debt
Security duly endorsed to the Company or in blank at the office of the
Conversion Agent or at such other place or places, if any, specified pursuant to
Section 3.01, and shall give written notice to the Company at said office or
place that he elects to convert the same and shall state in writing therein the
principal amount of Debt Securities to be converted and the name or names (with
addresses) in which he wishes the certificate or certificates for Common Stock
to be issued; provided, however, that no Debt Security or portion thereof shall
be accepted for conversion unless the principal amount of such Debt Security or
such portion, when added to the principal amount of all other Debt Securities or
portions thereof then being surrendered by the Holder thereof for conversion,
exceeds the then effective Conversion Price with respect thereto. If more than
one Debt Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Debt Securities (or specified portions thereof to the extent permitted
thereby) so surrendered. Subject to the next succeeding sentence, the Company
will, as soon as practicable thereafter, issue and deliver at said office or
place to such Holder of a Debt Security, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he shall be
entitled as aforesaid, together, subject to the last sentence of paragraph (a)
above, with cash in lieu of any fraction of a share to which he would otherwise
be entitled. The Company shall not be required to deliver certificates for
shares of Common Stock while the stock transfer books for such stock or the
Security Register are duly closed for any purpose, but certificates for shares
of Common Stock shall be issued and delivered as soon as practicable after the
opening of such books or Security Register. A Debt Security shall be deemed to
have been converted as of the close of business on the date of the surrender of
such Debt Security for conversion as provided above, and the Person or Persons
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record Holder or Holders of such Common Stock as
of the close of business on such date. In case any Debt Security shall be
surrendered for partial conversion, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of the
Debt Securities so surrendered, without charge to such Holder (subject to the
provisions of Section 16.08), a new Debt Security or Securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Debt Security.



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<PAGE>

         SECTION 16.03. ADJUSTMENT OF CONVERSION PRICE FOR COMMON STOCK.

                  The Conversion Price with respect to any Debt Security which
is convertible into Common Stock shall be adjusted from time to time as follows:

                  (1) In case the Company shall, at any time or from time to
         time while any of such Debt Securities are outstanding, (i) pay a
         dividend in shares of its Common Stock to holders of Common Stock, (ii)
         combine its outstanding shares of Common Stock into a smaller number of
         shares of Common Stock, (iii) subdivide its outstanding shares of
         Common Stock into a greater number of shares of Common Stock or (iv)
         make a distribution in shares of Common Stock to holders of Common
         Stock, then the Conversion Price in effect immediately before such
         action shall be adjusted so that the Holders of such Debt Securities,
         upon conversion thereof into Common Stock immediately following such
         event, shall be entitled to receive the kind and amount of shares of
         capital stock of the Company which they would have owned or been
         entitled to receive upon or by reason of such event if such Debt
         Securities had been converted immediately before the record dated (or,
         if no record date, the effective date) for such event. An adjustment
         made pursuant to this Section 16.03(1) shall become effective
         retroactively immediately after the record date in the case of a
         dividend or distribution and shall become effective retroactively
         immediately after the effective date in the case of a subdivision or
         combination. For the purposes of this Section 16.03(1), each Holder of
         Debt Securities shall be deemed to have failed to exercise any right to
         elect the kind or amount of securities receivable upon the payment of
         any such dividend, subdivision, combination or distribution (provided
         that if the kind or amount of securities receivable upon such dividend,
         subdivision, combination or distribution is not the same for each
         non-electing share, then the kind and amount of securities or other
         property receivable upon such dividend, subdivision, combination or
         distribution for each non-electing share shall be deemed to be the kind
         and amount so receivable per share by a plurality of the non-electing
         shares).

                  (2) In case the Company shall, at any time or from time to
         time while any of such Debt Securities are outstanding, issue rights or
         warrants to all holders of shares of its Common Stock entitling them
         (for a period expiring within 45 days after the record date for such
         issuance) to subscribe for or purchase shares of Common Stock (or
         securities convertible into shares of Common Stock) at a price per
         share less than the Current Market Price of the Common Stock at such
         record date (treating the price per share of the securities convertible
         into Common Stock as equal to (x) the sum of (i) the price for a unit
         of the security convertible into Common Stock and (ii) any additional
         consideration initially payable upon the conversion of such security
         into Common Stock divided by (y) the number of shares of Common Stock
         initially underlying such convertible security), the Conversion Price
         with respect to such Debt Securities shall be adjusted so that it shall
         equal the price determined by dividing the Conversion Price in effect
         immediately prior to the date of issuance of such rights or warrants by
         a fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on the date of issuance of such rights or
         warrants plus the number of additional shares of Common Stock offered
         for subscription or purchase (or into which the convertible securities
         so offered are initially convertible), and the denominator of which
         shall be the number of shares of Common Stock outstanding on the date
         of issuance of such rights or warrants plus the number of shares of
         additional shares of Common Stock which the aggregate offering price of
         the total number of shares of securities so offered for subscription or
         purchase (or the aggregate purchase price of the convertible securities
         so offered plus the aggregate



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<PAGE>

         amount of any additional consideration initially payable upon
         conversion of such securities into Common Stock) would purchase at such
         Current Market Price of the Common Stock. Such adjustment shall become
         effective retroactively immediately after the record date for the
         determination of stockholders entitled to receive such rights or
         warrants.

                  (3) In the case the Company shall, at any time or from time to
         time while any of such Debt Securities are outstanding, distribute to
         all holders of shares of its Common Stock (including any such
         distribution made in connection with a consolidation or merger in which
         the Company is the continuing corporation and the Common Stock is not
         changed or exchanged) cash, evidences of its indebtedness, securities
         or assets (excluding (i) regular periodic cash dividends in amounts, if
         any, determined from time to time by the Board of Directors, (ii)
         dividends payable in shares of Common Stock for which adjustment is
         made under Section 16.03(1) or (iii) rights or warrants to subscribe
         for or purchase securities of the Company (excluding those referred to
         in Section 16.03(2))), then in each such case the Conversion Price with
         respect to such Debt Securities determined by dividing the Conversion
         Price in effect immediately prior to the date of such distribution by a
         fraction, the numerator of which shall be the Current Market Price of
         the Common Stock on the record date referred to below, and the
         denominator of which shall be such Current Market Price of the Common
         Stock less the then fair market value (as determined by the Board of
         Directors of the Company, whose determination shall be conclusive) of
         the portion of the cash or assets or evidences of indebtedness or
         securities so distributed or of such subscription rights or warrants
         applicable to one share of Common Stock (provided that such denominator
         shall never be less than 1.0); provided however, that no adjustment
         shall be made with respect to any distribution of rights to purchase
         securities of the Company if a Holder of Debt Securities would
         otherwise be entitled to receive such rights upon conversion at any
         time of such Debt Securities into Common Stock unless such rights are
         subsequently redeemed by the Company, in which case such redemption
         shall be treated for purposes of this section as a dividend on the
         Common Stock. Such adjustment shall become effective retroactively
         immediately after the record date for the determination of stockholders
         entitled to receive such distribution; and in the event that such
         distribution is not so made, the Conversion Price shall again be
         adjusted to the Conversion Price which would then be in effect if such
         record date had not been fixed.

                  (4) The Company shall be entitled to make such additional
         adjustments in the Conversion Price, in addition to those required by
         Sections 16.03(1), 16.03(2), and 16.03(3), as shall be necessary in
         order that any dividend or distribution of Common Stock, any
         subdivision, reclassification or combination of shares of Common Stock
         or any issuance of rights or warrants referred to above shall not be
         taxable to the holders of Common Stock for United States Federal income
         tax purposes.

                  (5) In any case in which this Section 16.03 shall require that
         any adjustment be made effective as of or retroactively immediately
         following a record date, the Company may elect to defer (but only for
         five (5) Trading Days following the filing of the statement referred to
         in Section 16.05) issuing to the Holder of any Debt Securities
         converted after such record date the shares of Common Stock and other
         capital stock of the Company issuable upon such conversion over and
         above the shares of Common Stock and other capital stock of the Company
         issuable upon such conversion on the basis of the Conversion Price
         prior to adjustment; provided, however, that the Company shall deliver
         to such Holder a due bill or other appropriate instrument evidencing
         such Holder's right



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                                       79
<PAGE>

         to receive such additional shares upon the occurrence of the event
         requiring such adjustment.

                  (6) All calculations under this Section 16.03 shall be made to
         the nearest cent or one-hundredth of a share of security, with one-half
         cent and 0.005 of a share, respectively, being rounded upward.
         Notwithstanding any other provision of this Section 16.03, the Company
         shall not be required to make any adjustment of the Conversion Price
         unless such adjustment would require an increase or decrease of at
         least 1% of such price. Any lesser adjustment shall be carried forward
         and shall be made at the time of and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to an increase or decrease of at least 1%
         in such price. Any adjustments under this Section 16.03 shall be made
         successively whenever an event requiring such an adjustment occurs.

                  (7) In the event that at any time, as a result of an
         adjustment made pursuant to this Section 16.03, the Holder of any Debt
         Security thereafter surrendered for conversion shall become entitled to
         receive any shares of stock of the Company other than shares of Common
         Stock into which the Debt Securities originally were convertible, the
         Conversion Price of such other shares so receivable upon conversion of
         any such Debt Security shall be subject to adjustment from time to time
         in a manner and on terms as nearly equivalent as practicable to the
         provisions with respect to Common Stock contained in subparagraphs (1)
         through (6) of this Section 16.03, and the provisions of Sections
         16.01, 16.02 and 16.04 through 16.09 with respect to the Common Stock
         shall apply on like or similar terms to any such other shares and the
         determination of the Board of Directors as to any such adjustment shall
         be conclusive.

                  (8) No adjustment shall be made pursuant to this Section: (i)
         if the effect thereof would be to reduce the Conversion Price below the
         par value (if any) of the Common Stock or (ii) subject to Section
         16.03(5) hereof, with respect to any Debt Security that is converted
         prior to the time such adjustment otherwise would be made.

         SECTION 16.04. CONSOLIDATION OR MERGER OF THE COMPANY.

                  In case of either (a) any consolidation or merger to which the
Company is a party, other than a merger or consolidation in which the Company is
the surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Common Stock or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, then each Debt Security then outstanding shall be
convertible from and after such merger, consolidation, sale or conveyance of
property and assets into the kind and amount of shares of stock or other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
into which such Debt Securities would have been converted immediately prior to
such consolidation, merger, sale or conveyance, subject to adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article Sixteen (and assuming such holder of Common Stock failed to
exercise his rights of election, if any, as to the kind or amount of securities,
cash or other property (including cash) receivable upon such consolidation,
merger, sale or conveyance (provided that, if the kind or amount of securities,
cash or other property (including cash) receivable upon such consolidation,
merger, sale or conveyance is not the same for each non-electing share, then the
kind and amount of securities, cash or other property



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                                       80
<PAGE>

(including cash) receivable upon such consolidation, merger, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares or securities)).
The Company shall not enter into any of the transactions referred to in clause
(a) or (b) of the preceding sentence unless effective provision shall be made so
as to give effect to the provisions set forth in this Section 16.04. The
provisions of this Section 16.04 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

         SECTION 16.05. NOTICE OF ADJUSTMENT.

                  Whenever an adjustment in the Conversion Price with respect to
a series of Debt Securities is required:

                  (1) the Company shall forthwith place on file with the Trustee
         and any Conversion Agent for such Securities a certificate of the
         Treasurer of the Company, stating the adjusted Conversion Price
         determined as provided herein and setting forth in reasonable detail
         such facts as shall be necessary to show the reason for and the manner
         of computing such adjustment, such certificate to be conclusive
         evidence that the adjustment is correct; and

                  (2) a notice stating that the Conversion Price has been
         adjusted and setting forth the adjusted Conversion Price shall
         forthwith be given by the Company, or at the Company's request, by the
         Trustee in the name and at the expense of the Company, in the manner
         provided in Section 1.05. Any notice so given shall be conclusively
         presumed to have been duly given, whether or not the Holder receives
         such notice.

         SECTION 16.06. NOTICE IN CERTAIN EVENTS.

                  In case:

                  (1) of a consolidation or merger to which the Company is a
         party and for which approval of any stockholders of the Company is
         required, or of the sale or conveyance to another Person or entity or
         group of Persons or entities acting in concert as a partnership,
         limited partnership, syndicate or other group (within the meaning of
         Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
         all or substantially all of the property and assets of the Company; or

                  (2) of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company; or

                  (3) of any action triggering an adjustment of the Conversion
         Price pursuant to this Article Sixteen;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Debt Securities, and shall cause to be
given, to the Holders of record of applicable Debt Securities in the manner
provided in Section 1.05, at least fifteen (15) days prior to the applicable
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article
Sixteen, or, if a record is not to be taken, the date as of which the holders of
record or Common Stock entitled to such distribution, rights or warrants are to
be determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion



                                                          Subordinated Indenture
                                       81
<PAGE>

Price pursuant to this Article Sixteen is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

                  Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clause (1), (2),
or (3) of this Section.

         SECTION 16.07. COMPANY TO RESERVE STOCK; REGISTRATION; LISTING.

                  (a) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the conversion of the Debt Securities, such
number of its duly authorized shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all applicable outstanding Debt
Securities into such Common Stock at any time (assuming that, at the time of the
computation of such number of shares or securities, all such Debt Securities
would be held by a single holder); provided, however, that nothing contained
herein shall preclude the Company from satisfying its obligations in respect of
the conversion of the Debt Securities by delivery of purchased shares of Common
Stock which are held in the treasury of the Company. The Company shall from time
to time, in accordance with the laws of the State of Delaware, use its
commercially reasonable best efforts to cause the authorized amount of the
Common Stock to be increased if the aggregate of the authorized amount of the
Common Stock remaining unissued and the issued shares of such Common Stock in
its treasury (other than any such shares reserved for issuance in any other
connection) shall not be sufficient to permit the conversion of all Debt
Securities.

                  (b) If any shares of Common Stock which would be issuable upon
conversion of Debt Securities hereunder require registration with or approval of
any governmental authority before such shares or securities may be issued upon
such conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of the Debt Securities prior to such
delivery upon the principal national securities exchange upon which the
outstanding Common Stock is listed at the time of such delivery.

         SECTION 16.08. TAXES ON CONVERSION.

                  The Company shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Debt Securities pursuant
hereto. The Company shall not, however, be required to pay any such tax which
may be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock or the portion, if any, of the Debt Securities which are
not so converted in a name other than that in which the Debt Securities so
converted were registered, and no such issue or delivery shall be made unless
and until the Person requesting such issue has paid to the Company the amount of
such tax or has established to the satisfaction of the Company that such tax has
been paid.

         SECTION 16.09. CONVERSION AFTER RECORD DATE.

                  If any Debt Securities are surrendered for conversion
subsequent to the record date preceding an Interest Payment Date but on or prior
to such Interest Payment Date (except



                                                          Subordinated Indenture
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<PAGE>

Debt Securities called for redemption on a Redemption Date between such record
date and Interest Payment Date), the Holder of such Debt Securities at the close
of business on such record date shall be entitled to receive the interest
payable on such Debt Securities on such Interest Payment Date notwithstanding
the conversion thereof. Debt Securities surrendered for conversion during the
period from the close of business on any record date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date to the
opening of business on such Interest Payment Date shall (except in the case of
Debt Securities which have been called for redemption on a Redemption Date
within such period) be accompanied by payment to the Company and in the Currency
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the Debt Securities being surrendered for conversion.
Except as provided in this Section 16.09, no adjustments in respect of payments
of interest on Debt Securities surrendered for conversion or any dividends or
distributions of interest on the Common Stock issued upon conversion shall be
made upon the conversion of any Debt Securities.

         SECTION 16.10. COMPANY DETERMINATION FINAL.

                  Any determination that the Company or the Board of Directors
must make pursuant to this Article is conclusive.

         SECTION 16.11. TRUSTEE'S DISCLAIMER.

                  The Trustee has no duty to determine when an adjustment under
this Article should be made, how it should be made or what it should be. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Debt Securities. The Trustee shall not be
responsible for the Company's failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.

                                ARTICLE SEVENTEEN
                                    GUARANTEE

         SECTION 17.01. APPLICABILITY OF ARTICLE; UNCONDITIONAL GUARANTEE

                  (a) Notwithstanding any provision of this Article Seventeen to
the contrary, the provisions of this Article Seventeen shall be applicable only
to, and inure solely to the benefit of, the Debt Securities of any series
designated, pursuant to Section 3.01, as entitled to the benefits of the
guarantee of each Subsidiary of the Company therein designated as guaranteeing
such Debt Securities (as used in this Article Seventeen, each such Subsidiary
from time to time guaranteeing such Debt Securities, together with its successor
and assigns and until it is released therefrom as herein provided, is referred
to as a "SUBSIDIARY GUARANTOR").

                  (b) For value received, each Subsidiary Guarantor hereby
fully, unconditionally and absolutely guarantees (the "GUARANTEE") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on, the Debt Securities and all other amounts due
and payable under this Indenture and the Debt Securities by the Company, when
and as such principal, premium, if any, and interest shall become due and
payable, whether at the stated maturity or by declaration of acceleration, call
for redemption or otherwise, according to the terms of the Debt Securities and
this Indenture, subject to the limitations set forth in Section 17.03 and the
subordination provisions provided in Article Eighteen.



                                                          Subordinated Indenture
                                       83
<PAGE>

                  (c) Failing payment when due of any amount guaranteed pursuant
to the Guarantee, for whatever reason, each of the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately, subject to the
subordination provisions provided in Article Eighteen. The Guarantee hereunder
is intended to be a general, unsecured obligation of each of the Subsidiary
Guarantors which shall be subordinate to the prior payment in full of all Senior
Indebtedness of such Subsidiary Guarantor, and the amounts for which the
Subsidiary Guarantors will be liable under the guarantees issued from time to
time with respect to Senior Indebtedness, to the same extent as the obligations
of the Company with respect to the Debt Securities are subordinated to Senior
Indebtedness of the Company. Each of the Subsidiary Guarantors hereby agrees
that its obligations hereunder, shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Debt
Securities, the Guarantee (including the Guarantee of any other Subsidiary
Guarantor) or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Debt Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company
or any other Subsidiary Guarantor, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Debt Securities, whether at
the stated maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 5.07, by the Holders, on the terms and conditions
set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce the Guarantee without first proceeding against the Company or any other
Subsidiary Guarantor.

                  (d) The obligations of each of the Subsidiary Guarantors under
this Article Seventeen shall be as aforesaid full, unconditional and absolute
and shall not be impaired, modified, released or limited by any occurrence or
condition whatsoever, including, without limitation, (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of,
or any change in, any of the obligations and liabilities of the Company or any
of the Subsidiary Guarantors contained in the Debt Securities or this Indenture,
(ii) any impairment, modification, release or limitation of the liability of the
Company, any of the Subsidiary Guarantors or either of their estates in
bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable Federal or State
bankruptcy, insolvency or similar law, or other statute or from the decision of
any court, (iii) the assertion or exercise by the Company, any of the Subsidiary
Guarantors or the Trustee of any rights or remedies under the Debt Securities or
this Indenture or their delay in or failure to assert or exercise any such
rights or remedies, (iv) the assignment or the purported assignment of any
property as security for the Debt Securities, including all or any part of the
rights of the Company or any of the Subsidiary Guarantors under this Indenture,
(v) the extension of the time for payment by the Company or any of the
Subsidiary Guarantors of any payments or other sums or any part thereof owing or
payable under any of the terms and provisions of the Debt Securities or this
Indenture or of the time for performance by the Company or any of the Subsidiary
Guarantors of any other obligations under or arising out of any such terms and
provisions or the extension or the renewal of any thereof, (vi) the modification
or amendment (whether material or otherwise) of any duty, agreement or
obligation of the Company or any of the Subsidiary Guarantors set forth in this
Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all of the assets, marshaling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of, or other similar proceeding affecting, the Company or any of the Subsidiary
Guarantors or any of their respective assets, or the disaffirmance of the Debt
Securities, the Guarantee or this Indenture in any such proceeding, (viii) the
release or



                                       84
<PAGE>

discharge of the Company or any of the Subsidiary Guarantors from the
performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (ix) the
unenforceability of the Debt Securities, the Guarantee or this Indenture or (x)
any other circumstances which might otherwise constitute a legal or equitable
discharge of a surety or guarantor.

                  (e) Each of the Subsidiary Guarantors hereby (i) waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of the merger, insolvency or bankruptcy of the Company or any of the
Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any
agreement, instrument or document evidencing the Guarantee may be transferred
and that the benefit of its obligations hereunder shall extend to each holder of
any agreement, instrument or document evidencing the Guarantee without notice to
it and (iii) covenants that the Guarantee will not be discharged except by
complete performance of the Guarantee. Each of the Subsidiary Guarantors further
agrees that if at any time all or any part of any payment theretofore applied by
any Person to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including without limitation, the insolvency, bankruptcy or
reorganization of the Company or any of the Subsidiary Guarantors, the Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

                  (f) Each of the Subsidiary Guarantors shall be subrogated to
all rights of the Holders and the Trustee against the Company in respect of any
amounts paid by such Subsidiary Guarantor pursuant to the provisions of this
Indenture, provided, however, that such Subsidiary Guarantor, shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until all of the Debt Securities and the Guarantee
shall have been paid in full or discharged.

         SECTION 17.02. EXECUTION AND DELIVERY OF GUARANTEE

                  To further evidence the Guarantee set forth in Section 17.01,
each of the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of Subsidiary Guarantor, or in the case of a
Subsidiary Guarantor that is a limited partnership, an officer of the general
partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby
agrees that the Guarantee set forth in Section 14.01 shall remain in full force
and effect notwithstanding any failure to endorse on each Debt Security a
notation relating to the Guarantee. If any officer of the Subsidiary Guarantor,
or in the case of a Subsidiary Guarantor that is a limited partnership, any
officer of the general partner of the Subsidiary Guarantor, whose signature is
on this Indenture or a Debt Security no longer holds that office at the time the
Trustee authenticates such Debt Security or at any time thereafter, the
Guarantee of such Debt Security shall be valid nevertheless. The delivery of any
Debt Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Subsidiary Guarantors.

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



                                                          Subordinated Indenture
                                       85
<PAGE>

         SECTION 17.03. LIMITATION ON SUBSIDIARY GUARANTORS' LIABILITY

                  Each Subsidiary Guarantor and by its acceptance hereof each
Holder of a Debt Security entitled to the benefits of the Guarantee hereby
confirms that it is the intention of all such parties that the Guarantee by such
Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of any Federal or state law. To effectuate
the foregoing intention, the Holders of a Debt Security entitled to the benefits
of the Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of each Subsidiary Guarantor under its Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Guarantee, result
in the obligations of such Subsidiary Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under Federal or
state law.

         SECTION 17.04. RELEASE OF SUBSIDIARY GUARANTORS FROM GUARANTEE.

                  (a) Notwithstanding any other provisions of this Indenture,
the Guarantee of any Subsidiary Guarantor may be released upon the terms and
subject to the conditions set forth in this Section 17.04. Provided that no
Default shall have occurred and shall be continuing under this Indenture, any
Guarantee incurred by a Subsidiary Guarantor pursuant to this Article Seventeen
shall be unconditionally released and discharged (i) automatically upon (A) any
sale, exchange or transfer, whether by way of merger or otherwise, to any Person
that is not an Affiliate of the Company, of all of the Company's direct or
indirect equity interests in, or all or substantially all the assets of, such
Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited
by this Indenture) or (B) the merger of such Subsidiary Guarantor into the
Company or any other Subsidiary Guarantor or the liquidation and dissolution of
such Subsidiary Guarantor (in each case to the extent not prohibited by this
Indenture) or (ii) following delivery of a written notice of such release or
discharge by the Company to the Trustee, upon the release or discharge of all
guarantees by such Subsidiary Guarantor of any indebtedness of the Company for
money borrowed other than obligations arising under this Indenture and any Debt
Securities issued hereunder, except a discharge or release by or as a result of
payment under such guarantees.

                  (b) The Trustee shall deliver an appropriate instrument
evidencing any release of a Subsidiary Guarantor from the Guarantee upon receipt
of a written request of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel to the effect that the Subsidiary Guarantor is entitled to
such release in accordance with the provisions of this Indenture. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of
(and premium, if any, on) and interest on the Debt Securities entitled to the
benefits of such Guarantee as provided in this Indenture, subject to the
limitations of Section 17.03.

         SECTION 17.05. SUBSIDIARY GUARANTOR CONTRIBUTION

                  In order to provide for just and equitable contribution among
the Subsidiary Guarantors, the Subsidiary Guarantors shall agree, inter se, that
in the event any payment or distribution is made by any Subsidiary Guarantor (a
"FUNDING GUARANTOR") under its Guarantee, such Funding Guarantor shall be
entitled to a contribution from each other Subsidiary Guarantor (if any) in a
pro rata amount based on the net assets of each Subsidiary Guarantor (including
the Funding Guarantor) for all payments, damages and expenses incurred by that
Funding Guarantor



                                                          Subordinated Indenture
                                       86
<PAGE>

in discharging the Company's obligations with respect to the Debt Securities or
any other Subsidiary Guarantor's obligations with respect to its Guarantee.

                                ARTICLE EIGHTEEN
                                  SUBORDINATION

         SECTION 18.01. AGREEMENT TO SUBORDINATE.

                  The provisions of this Article Eighteen shall be applicable to
Debt Securities of each series, and, if pursuant to Section 3.01, further
provision is made for any changes, additions or other modifications to Article
Eighteen with respect to Debt Securities of a particular series, then such
changed, additional or modified provisions, as applicable, shall apply to such
particular series. The Company, for itself, its successors and assigns,
covenants and agrees, and each Holder of Debt Securities by his acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest on each and all of the Debt Securities is
hereby expressly subordinated, to the extent and in the manner provided in this
Article Eighteen, in right of payment to the prior payment in full of all Senior
Indebtedness. All provisions of this Article Eighteen shall be subject to
Section 18.10.

         SECTION 18.02. DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND
                        REORGANIZATION; SUBROGATION OF DEBT SECURITIES.

                  Upon any distribution of assets of the Company or any
Subsidiary of the Company which is then a guarantor of a Debt Security, as the
case may be, upon any dissolution, winding up, liquidation or reorganization of
the Company or such Subsidiary, as the case may be, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or such Subsidiary, as the case may be, or otherwise (subject to
the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Indebtedness
and the holders thereof with respect to the Debt Securities and the Holders
thereof by a plan of reorganization under applicable bankruptcy law):

                  (a) the holders of all Senior Indebtedness of the Company or
any such Subsidiary, as the case may be, shall be entitled to receive payment in
full of the principal thereof (and premium, if any) and interest due thereon
before the Holders of the Debt Securities and any related guarantee of such
Subsidiary are entitled to receive any payment upon the principal (and premium,
if any) or interest on indebtedness evidenced by the Debt Securities from the
Company, or any payment in respect of any guarantee from such Subsidiary; and

                  (b) any payment or distribution of the Company or such
Subsidiary, as the case may be, of any kind or character, whether in cash,
property or securities, to which the Holders of the Debt Securities or the
Trustee would be entitled except for the provisions of this Article Eighteen
shall be paid by the liquidating trustee or agent or other Person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness; and



                                                          Subordinated Indenture
                                       87
<PAGE>

                  (c) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company or such Subsidiary, as the case
may be, of any kind or character, whether in cash, property or securities, shall
be received by the Trustee or the Holders of the Debt Securities before all
Senior Indebtedness is paid in full, such payment or distribution shall be paid
over, upon written notice to the Trustee, to the holder of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which instrument evidencing any of such
Senior Indebtedness may have been issued, ratably as aforesaid, for application
to payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness, the
Holders of the Debt Securities shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest on the Debt Securities shall be paid in
full, and no such payments or distributions to the Holders of the Debt
Securities of cash, property or securities otherwise distributable to the
holders of Senior Indebtedness shall, as between the Company or any Subsidiary
of the Company which has guaranteed a Debt Security, as the case may be, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Debt Securities be deemed to be a payment by the Company or any Subsidiary of
the Company which has guaranteed a Debt Security, as the case may be, to or on
account of the Debt Securities or any such guarantee. It is understood that the
provisions of this Article Eighteen are and are intended solely for the purpose
of defining the relative rights of the Holders of the Debt Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing
contained in this Article Eighteen or elsewhere in this Indenture or in the Debt
Securities is intended to or shall impair, as between the Company or any
Subsidiary of the Company which has guaranteed a Debt Security, as the case may
be, its creditors other than the holders of Senior Indebtedness, and the Holders
of the Debt Securities, the obligation of the Company or any such Subsidiary, as
the case may be, which is unconditional and absolute, to pay to the Holders of
the Debt Securities the principal of (and premium, if any) and interest on the
Debt Securities as and when the same shall become due and payable in accordance
with their terms, or to affect the relative rights of the Holders of the Debt
Securities and creditors of the Company or any Subsidiary of the Company which
has guaranteed a Debt Security, as the case may be, other than the holders of
Senior Indebtedness, nor shall anything herein or in the Debt Securities prevent
the Trustee or the Holder of any Debt Security from exercising all rights
afforded to it under this Indenture (including the right to accelerate the
maturity of affected Debt Securities) and all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Eighteen of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company or any Subsidiary of the Company
which has guaranteed a Debt Security, as the case may be, received upon the
exercise of any such remedy. Upon any payment or distribution of assets of the
Company or any Subsidiary of the Company which has guaranteed a Debt Security,
as the case may be, referred to in this Article Eighteen, the Trustee, subject
to the provisions of Sections 6.01 and 6.03, shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other Person making any
distribution to the Trustee for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness and
other indebtedness of the Company or any Subsidiary of the Company which has
guaranteed a Debt Security, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent to this Article Eighteen.



                                                          Subordinated Indenture
                                       88
<PAGE>

                  The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness. The Trustee shall not be liable to
any such holder if it shall pay or distribute to or on behalf of Holders of Debt
Securities or the Company or any Subsidiary of the Company which has guaranteed
a Debt Security, as the case may be, moneys or assets to which any holder of
Senior Indebtedness shall be entitled by virtue of this Article Eighteen.

                  If the Trustee or any Holder of Debt Securities does not file
a proper claim or proof of debt in the form required in any proceeding referred
to above prior to 30 days before the expiration of the time to file such claim
in such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Debt Securities.

         SECTION 18.03. NO PAYMENT ON DEBT SECURITIES IN EVENT OF DEFAULT ON
                        SENIOR INDEBTEDNESS.

                  No payment by the Company or any Subsidiary of the Company
which is a guarantor on a Debt Security, as the case may be, on account of
principal (or premium, if any), sinking funds or interest on the Debt Securities
or any related guarantee of such Subsidiary, as applicable, shall be made unless
full payment of amounts then due for principal, premium, if any, sinking funds,
and interest on Senior Indebtedness has been made or duly provided for.

         SECTION 18.04. PAYMENTS ON DEBT SECURITIES PERMITTED.

                  Nothing contained in this Indenture or in any of the Debt
Securities shall (a) affect the obligation of the Company or any Subsidiary of
the Company which is a guarantor on a Debt Security, as the case may be, to
make, or prevent the Company or such Subsidiary from making, at any time except
as provided in Sections 18.02 and 18.03, payments of principal (and premium, if
any) or interest of the Debt Securities or any such guarantee, as applicable, or
(b) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal of (and premium, if
any) or interest on the Debt Securities or any guarantee therefor from any of
its Subsidiaries, unless the Trustee shall have received at its Corporate Trust
Office written notice of any event prohibiting the making of such payment more
than two Business Days prior to the date fixed for such payment.

         SECTION 18.05. TRUSTEE TO EFFECTUATE SUBORDINATION.

                  Each Holder of Debt Securities by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Eighteen and appoints the Trustee his attorney-in-fact for any and all
such purposes.

         SECTION 18.06. NOTICES TO TRUSTEE.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment
(including the payment of a Redemption Price) to or by the Trustee in respect of
the Debt Securities or any guarantee therefor from any of its Subsidiaries.
Failure to give such notice shall not affect the subordination of the Debt
Securities or such guarantees to Senior Indebtedness. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither
the Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event which
would prohibit the making of any payment of moneys to or by the Trustee



                                                          Subordinated Indenture
                                       89
<PAGE>

or such Paying Agent, unless and until the Trustee or such Paying Agent shall
have received (in the case of the Trustee, at its Corporate Trust Office)
written notice thereof from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys may become
payable for any purpose (including, without limitation, the payment of either
the principal (and premium, if any) or interest on any Debt Security) the
Trustee shall not have received with respect to such moneys the notice provided
for in this Section 18.06, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary, which may be received by it
within two Business Days prior to such date. The Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Indebtedness
or a trustee on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article Eighteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article
Eighteen and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

         SECTION 18.07. TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Eighteen in respect of any Senior
Indebtedness at any time held by it to the same extent as any other holder of
Senior Indebtedness and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.

                  Nothing in this Article shall apply to claims, of, or payments
to, the Trustee under or pursuant to Section 6.07.

         SECTION 18.08. MODIFICATION OF TERMS OF SENIOR INDEBTEDNESS.

                  Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Debt Securities or
the Trustee.

                  No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Eighteen or of the Debt Securities relating to the subordination thereof.



                                                          Subordinated Indenture
                                       90
<PAGE>

         SECTION 18.09. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATION
                        AGENT.

                  Upon any payment or distribution of assets of the Company or
any Subsidiary of the Company which has guaranteed a Debt Security, as the case
may be, referred to in this Article Eighteen, the Trustee and the Holders of the
Debt Securities shall be entitled to rely upon any order or decree entered by
any court of competent jurisdiction in which each insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Debt Securities, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable therein, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Eighteen.

                  Each of the Company and the Subsidiaries of the Company which
is a guarantor on a Debt Security, as the case may be, for itself, its
successors and assigns, covenants and agrees, and each Holder of Debt Securities
by his acceptance thereof, likewise covenants and agrees, that the payment of
the principal of (and premium, if any) and interest on each and all of the Debt
Securities and such guarantees is hereby expressly subordinated, to the extent
and in the manner provided in this Article Eighteen, in right of payment to the
prior payment in full of all Senior Indebtedness.

         SECTION 18.10. TRUSTS MONEYS NOT SUBORDINATED.

                  Notwithstanding anything contained herein to the contrary,
payments from money or securities held in trust under Article Fifteen by the
Trustee for the payment of principal of, and premium, if any, and interest on,
Debt Securities of any series shall not be subordinated to the prior payment of
any Senior Indebtedness or subject to the restrictions set forth in this Article
Eighteen, and none of the Holders thereof shall be obligated to pay over any
such amount to the Company, the Trustee, any holder of any Senior Indebtedness
(or any authorized representative thereof or trustee or other agent with respect
to such indebtedness) or any other creditor of the Company.



              [THE REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK]




                                                          Subordinated Indenture
                                       91
<PAGE>

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


                                        TESORO PETROLEUM CORPORATION


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


                                                             , as Trustee
                                        ---------------------


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







                                                          Subordinated Indenture
                                       92
<PAGE>

                                                                         ANNEX A

                              NOTATION OF GUARANTEE

                  Each of the Subsidiary Guarantors (which term includes any
successor Person under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Debt Securities and all other amounts
due and payable under the Indenture and the Debt Securities by the Company.

                  The obligations of the Subsidiary Guarantors to the Holders of
Debt Securities and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article Seventeen of the Indenture, and reference is
hereby made to the Indenture for the precise terms of the Guarantee. Subsidiary
Guarantors are subject to release under circumstances set forth in the
Indenture.





                                           [SIGNATURES OF SUBSIDIARY GUARANTORS]




                                                          Subordinated Indenture
                                       93