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                                                                     Exhibit 4.6

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                                   DYNEGY INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                     Trustee

                                    INDENTURE

                           Dated as of August 11, 2003

                  JUNIOR UNSECURED SUBORDINATED NOTES DUE 2016

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

<PAGE>

                                TABLE OF CONTENTS

                                    Article 1

                                   DEFINITIONS

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<S>                                                                                                    <C>
Section 1.01.    Definitions............................................................................1

Section 1.02.    Incorporation by Reference of Trust Indenture Act.....................................15

Section 1.03.    Rules of Construction.................................................................15

Section 1.04.    Form of Documents Delivered to Trustee................................................16

Section 1.05.    Notices, Etc., to Trustee, Company....................................................16

Section 1.06.    Notice to Holders, Waiver.............................................................16

                                    Article 2

                         ISSUE, DESCRIPTION, EXECUTION,
                       REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.    Execution and Authentication..........................................................17

Section 2.02.    Form of Notes.........................................................................18

Section 2.03.    Date and Denomination of Notes; Payments of Interest..................................19

Section 2.04.    Interest on Blockage Amounts..........................................................21

Section 2.05.    Registrar and Paying Agent............................................................21

Section 2.06.    Transfer and Exchange.................................................................22

Section 2.07.    Mutilated, Destroyed, Lost or Stolen Notes............................................29

Section 2.08.    Outstanding Notes.....................................................................30

Section 2.09.    Treasury Notes........................................................................30

Section 2.10.    Temporary Notes.......................................................................31

Section 2.11.    Cancellation of Notes.................................................................31

Section 2.12.    CUSIP Numbers.........................................................................31

Section 2.13.    Certain Provisions Applicable to the Initial Holder and Its Affiliates................31

                                    Article 3

                       REDEMPTION AND REPURCHASE OF NOTES

Section 3.01.    Optional Redemption...................................................................32

Section 3.02.    Mandatory Redemption with Take-Out Proceeds...........................................32

Section 3.03.    Notice of Redemption; Selection of Notes..............................................34

Section 3.04.    Payment of Notes Called for Redemption by the Company.................................36
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Section 3.05.    Repurchase of Notes by the Company at Option of the Holder upon a Change of Control...36

                                    Article 4

                             SUBORDINATION OF NOTES

Section 4.01.    Agreement of Subordination............................................................39

Section 4.02.    Payments to Noteholders...............................................................40

Section 4.03.    Subrogation of Notes..................................................................42

Section 4.04.    Authorization to Effect Subordination.................................................43

Section 4.05.    Notice to Trustee.....................................................................43

Section 4.06.    Trustee's Relation to Senior and Senior Subordinated Indebtedness.....................44

Section 4.07.    No Impairment of Subordination........................................................44

Section 4.08.    Article Applicable to Paying Agents...................................................44

Section 4.09.    Senior and Senior Subordinated Indebtedness Entitled to Rely..........................45

Section 4.10.    Reliance on Judicial Order or Certificate of Liquidating Agent........................45

                                    Article 5

                       PARTICULAR COVENANTS OF THE COMPANY

Section 5.01.    Payment of Principal, Premium and Interest............................................45

Section 5.02.    Appointments to Fill Vacancies in Trustee's Office....................................45

Section 5.03.    Provisions as to Paying Agent.........................................................46

Section 5.04.    Existence.............................................................................47

Section 5.05.    Rule 144A Information Requirement.....................................................47

Section 5.06.    Stay, Extension and Usury Laws........................................................47

Section 5.07.    Compliance Certificate................................................................47

Section 5.08.    Liquidated Damages Notice.............................................................48

Section 5.09.    Limitation on Restricted Payments.....................................................48

Section 5.10.    Limitation on Restrictions on Certain Payments........................................49

                                    Article 6

                         NOTEHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

Section 6.01.    Noteholders' Lists....................................................................49

Section 6.02.    Preservation and Disclosure of Lists..................................................49

Section 6.03.    Reports by Trustee....................................................................50
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Section 6.04.    Reports by Company....................................................................50

                                    Article 7

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                             ON AN EVENT OF DEFAULT

Section 7.01.    Events of Default.....................................................................50

Section 7.02.    Payments of Notes on Default; Suit Therefor...........................................52

Section 7.03.    Application of Monies.................................................................54

Section 7.04.    Proceedings by Noteholder.............................................................54

Section 7.05.    Proceedings by Trustee................................................................55

Section 7.06.    Remedies Cumulative and Continuing....................................................55

Section 7.07.    Direction of Proceedings and Waiver of Defaults by Majority of Noteholders............56

Section 7.08.    Notice of Defaults....................................................................56

Section 7.09.    Undertaking to Pay Costs..............................................................56

                                    Article 8

                                   THE TRUSTEE

Section 8.01.    Duties and Responsibilities of Trustee................................................57

Section 8.02.    Reliance on Documents, Opinions, Etc..................................................58

Section 8.03.    No Responsibility For Recitals, Etc...................................................59

Section 8.04.    Trustee, Paying Agents or Registrar May Own Notes.....................................60

Section 8.05.    Monies to Be Held in Trust............................................................60

Section 8.06.    Compensation and Expenses of Trustee..................................................60

Section 8.07.    Officers' Certificate as Evidence.....................................................61

Section 8.08.    Conflicting Interests of Trustee......................................................61

Section 8.09.    Eligibility of Trustee................................................................61

Section 8.10.    Resignation or Removal of Trustee.....................................................61

Section 8.11.    Acceptance by Successor Trustee.......................................................62

Section 8.12.    Succession by Merger..................................................................63

Section 8.13.    Preferential Collection of Claims.....................................................63

                                    Article 9

                                 THE NOTEHOLDERS

Section 9.01.    Action by Noteholders.................................................................63
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Section 9.02.    Proof of Execution by Noteholders.....................................................64

Section 9.03.    Who Are Deemed Absolute Owners........................................................64

Section 9.04.    Revocation of Consents, Future Holders Bound..........................................64

                                   Article 10

                             MEETINGS OF NOTEHOLDERS

Section 10.01.   Purpose of Meetings...................................................................65

Section 10.02.   Call of Meetings by Trustee...........................................................65

Section 10.03.   Call of Meetings by Company or Noteholders............................................65

Section 10.04.   Qualifications for Voting.............................................................66

Section 10.05.   Regulations...........................................................................66

Section 10.06.   Voting................................................................................66

Section 10.07.   No Delay of Rights by Meeting.........................................................67

                                   Article 11

                             SUPPLEMENTAL INDENTURES

Section 11.01.   Supplemental Indentures Without Consent of Noteholders................................67

Section 11.02.   Supplemental Indenture With Consent of Noteholders....................................68

Section 11.03.   Effect of Supplemental Indenture......................................................69

Section 11.04.   Notation on Notes.....................................................................69

Section 11.05.   Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee...........69

                                   Article 12

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.01.   Company May Consolidate on Certain Terms..............................................70

Section 12.02.   Successor to Be Substituted...........................................................70

Section 12.03.   Opinion of Counsel to Be Given Trustee................................................71

                                   Article 13

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.01.   Discharge of Indenture................................................................71

Section 13.02.   Deposited Monies to Be Held in Trust by Trustee.......................................72

Section 13.03.   Paying Agent to Repay Monies Held.....................................................72

Section 13.04.   Return of Unclaimed Monies............................................................72
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                                   Article 14

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS
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<S>                                                                                                    <C>
Section 14.01.   Indenture and Notes Solely Corporate Obligations......................................72

                                   Article 15

                            MISCELLANEOUS PROVISIONS

Section 15.01.   Provisions Binding on Company's Successors............................................73

Section 15.02.   Official Acts by Successor Corporation................................................73

Section 15.03.   Addresses for Notices, Etc............................................................73

Section 15.04.   Governing Law.........................................................................73

Section 15.05.   Evidence of Compliance with Conditions Precedent, Certificates to Trustee.............73

Section 15.06.   Legal Holidays........................................................................74

Section 15.07.   Trust Indenture Act...................................................................74

Section 15.08.   No Security Interest Created..........................................................74

Section 15.09.   Benefits of Indenture.................................................................74

Section 15.10.   Table of Contents, Headings, Etc......................................................74

Section 15.11.   Authenticating Agent..................................................................75

Section 15.12.   Execution in Counterparts.............................................................75

Section 15.13.   Severability..........................................................................75

Exhibit A - Form of Notes
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                                       v

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     INDENTURE dated as of August 11, 2003 between Dynegy Inc., a corporation
duly organized and existing under the laws of the State of Illinois (hereinafter
called the "Company"), having its principal office at 1000 Louisiana Street,
Suite 6700, Houston, Texas 77002, and Wilmington Trust Company, a banking
corporation duly organized and existing under the laws of the State of Delaware,
trustee hereunder (hereinafter called the "Trustee").

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its Junior Unsecured Subordinated Notes due 2016 (hereinafter
called the "Notes"), in an aggregate principal amount not to exceed $225,000,000
plus any Additional Amounts as may be paid as Interest pursuant to the terms
hereof, and, to provide the terms and conditions upon which the Notes are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

     WHEREAS, the Notes, the certificate of authentication to be borne by the
Notes, a form of assignment and a form of option to elect repurchase are to be
substantially in the forms hereinafter provided for; and

     WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee or a duly authorized
authenticating agent, as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute this Indenture a valid
agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized,

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are,
and are to be, authenticated, issued and delivered, and in consideration of the
premises and of the purchase and acceptance of the Notes by the holders thereof,
the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the execution of this Indenture. The
words "herein", "hereof", "hereunder" and words of similar

<PAGE>



import refer to this Indenture as a whole and not to any particular Article,
Section or other Subdivision.

     "Additional Amounts" means an amount equal to any portion of Interest added
to the then-outstanding principal amount of the Notes pursuant to Section 2.03
or as Liquidated Damages, in each case including amounts added through the
issuance of PIK Notes, in lieu of cash payments of interest.

     "Affiliate" means with respect to any specified Person any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person, whether or not through one or more
intermediaries. For the purposes of this definition, "control", when used with
respect to any specified Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agent" means any Registrar, co-registrar or Paying Agent.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means: (i) the sale, lease, conveyance or other disposition of
any assets or rights; provided that the sale, lease, conveyance or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, taken as a whole, to any "person" or "group" (as
such terms are used in sections 13(d) and 14(d) of the Exchange Act) shall be
governed by the provisions of Sections 3.05 or 12.01, as applicable, and not by
the provisions of Section 3.02; and (ii) the issuance or sale of Equity
Interests by any of the Company's Subsidiaries or the sale by the Company or any
of its Subsidiaries of Equity Interests in any of its Subsidiaries.

     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales: (a) any single transaction that involves assets with an
aggregate fair market value of less than $5.0 million; (b) one or more
transactions during any 12-month period with an aggregate fair market value of
less than $10.0 million, determined without regard to whether such transactions
are related, but including all transactions that are deemed not to be Asset
Sales pursuant to clause (a) above; (c) a transfer of assets or Equity Interests
between or among the Company and its wholly-owned Subsidiaries; (d) an issuance
of Equity Interests by a Subsidiary to the Company or to another Subsidiary of
the Company; (e) the sale or lease of equipment, inventory, accounts receivable
or other assets in the ordinary course of business or the sale or other
disposition of damaged, worn-out or obsolete assets in the ordinary course of
business; (f) the sale or other disposition of cash or Cash Equivalents; and (g)
a Restricted Payment that is permitted by Section 5.09 hereof.

     "Authentication Order" has the meaning set forth in Section 2.01.

                                       2

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     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Blockage Amount" has the meaning specified in Section 2.04.

     "Board of Directors" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

     "Broker-Dealer" has the meaning set forth in the Exchange and Registration
Rights Agreement.

     "Business Day" means any day, other than a Saturday or Sunday, that is not
a day on which banking institutions in The City of New York, New York are
authorized or obligated by law or executive order to remain closed or on which
the Corporate Trust Office of the Trustee is closed for business.

     "Cash Equivalents" means (i) United States dollars, (ii) (a) securities
issued or directly and fully guaranteed or insured by the full faith and credit
of the United States government or any agency or instrumentality of the United
States government (provided that the full faith and credit of the United States
are pledged in support of those securities) having maturities of not more than
one year from the date of acquisition, and (b) certificates, depositary receipts
or other instruments which evidence a direct ownership interest in obligations
described in clause (a) above or in any specific interest or principal payments
due in respect thereof; provided, however, that the custodian of such
obligations or specific interest or principal payments shall be a bank or trust
company (which may include the trustee or any Paying Agent) subject to federal
or state supervision or examination with a combined capital and surplus of at
least $50.0 million; and provided, further, that except as may be otherwise
required by law, such custodian shall be obligated to pay to the holders of such
certificates, depositary receipts or other instruments the full amount received
by such custodian in respect of such obligations or specific payments and shall
not be permitted to make any deduction therefrom, (iii) certificates of deposit
and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thomson Bank Watch (or
such successor thereto) Rating of "B" or better, (iv) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper having the highest rating obtainable from either Moody's or S&P
and, in each case, maturing within nine months after the date of acquisition and
(vi) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i) through (v) of this
definition. Solely for purposes of calculating "Cash Equivalents" received in
Asset Sales in the definition of "Net Cash Proceeds", "Cash Equivalents" shall
also include (i) the full principal amount of any consideration received by the
Company or any of its Subsidiaries that constitutes Indebtedness of the Company
or any of its Subsidiaries, unless such Indebtedness was incurred or assumed in
connection with such Asset Sale or was otherwise received in connection with
such Asset Sale in good faith for a bona fide reason and not to avoid a
prepayment obligation or an increase in interest rate otherwise required under
this Indenture and (ii) in the case of an IP Sale, the fair

                                       3

<PAGE>

market value (as determined in good faith by the Board of Directors of the
Company) of any assets subject to the Tilton Lease received by the Company or
any of its Subsidiaries other than Illinova Corporation and its Subsidiaries in
connection with such IP Sale to the extent proceeds of such IP Sale are applied
to repay or discharge the Tilton Lease (or to exercise a purchase option
thereunder).

     "Change of Control" means, any event or series of events by which:

          (a) any "person" or "group" (as such terms are used in sections 13(d)
and 14(d) of the Exchange Act, but excluding (i) any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan and (ii)
ChevronTexaco Corporation and/or any of its Affiliates) becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a person or group shall be deemed to have "beneficial ownership" of all
securities that such person or group has the right to acquire (such right, an
"option right"), whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of 35% or more (excluding securities
acquired by such "person" or "group" directly or indirectly in one or more
related transactions from ChevronTexaco Corporation and/or any of its
Affiliates) or 50% or more (including securities acquired by such "person" or
"group" directly or indirectly in one or more related transactions from
ChevronTexaco Corporation and/or any of its Affiliates) of the equity securities
of the Company entitled to vote for members of the Board of Directors or
equivalent governing body of the Company on a fully-diluted basis (and taking
into account all such securities that such person or group has the right to
acquire pursuant to any option right);

          (b) Continuing Directors cease for any reason to constitute a majority
of the Board of Directors; or

          (c) all or substantially all of the consolidated assets of the Company
and its Subsidiaries, taken as whole, are sold, leased or otherwise transferred
to any Person (other than the Company or one or more of the Company's
Subsidiaries.

     "Change of Control Notice" has the meaning specified in Section 3.05(b).

     "Clearstream" means Clearstream Banking, SA.

     "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 Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.

     "Company" means the corporation named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of Article 12, shall
include its successors and assigns.

                                       4

<PAGE>

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors who: (a) was a member of the Board of Directors on the
Issue Date, or (b) was appointed, elected or nominated for election to the Board
of Directors with the approval of a majority of the Continuing Directors who
were members of the Board of Directors at the time of the relevant appointment,
nomination or election.

     "Corporate Trust Office" or other similar term, means the designated office
of the Trustee at which at any particular time its corporate trust business as
it relates to this Indenture shall be principally administered, which office is,
at the date as of which this Indenture is dated, located at 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Capital Markets.

     "Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement designed to protect such Person or any of its Subsidiaries against
fluctuations in currency values to or under which such Person or any of its
Subsidiaries is a party or a beneficiary on the date hereof or becomes a party
or a beneficiary thereafter.

     "Custodian" means the Trustee, as custodian with respect to the Global
Notes, or any successor entity thereto.

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

     "Defaulted Interest" has the meaning specified in Section 2.03.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

     "Depositary" means the clearing agency registered under the Exchange Act
that is designated to act as the Depositary for the Global Notes. The Depository
Trust Company shall be the initial Depositary, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, "Depositary" shall mean or include such successor.

     "Designated Senior Indebtedness" means (i) the 2003 Credit Agreement and
(ii) any other Senior and Senior Subordinated Indebtedness of the Company which,
at the date of incurrence or thereafter, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $25.0 million and which, if such
Indebtedness is incurred following the Issue Date, such Indebtedness is
specifically designated by the Company, at the time of incurrence or thereafter,
in the instrument evidencing or governing such Senior and Senior Subordinated
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

     "DHI" means (i) Dynegy Holdings, Inc., a Delaware corporation (the
"Delaware Corporation") or, (ii) in the event that (A) the Delaware Corporation
shall have been relieved of

                                       5

<PAGE>

all obligations and covenants under the indenture dated as of September 26,
1996, as amended and restated on and as of March 23, 1998 and on and as of March
14, 2001, and (B) a successor Person shall have been substituted under such
indenture, the successor Person under such indenture from time to time if such
Person is then a Subsidiary of the Company; provided, however, in the event that
such indenture shall, for any reason, cease to be in effect as it was in effect
on the Issue Date as it relates to successor obligors thereunder, the successor
Person shall be determined for purposes of this definition as though such
indenture had remained in effect and the provisions concerning successor
obligors thereunder remained in effect as in effect on the Issue Date.

     "Disqualified Capital Stock" of any Person means any class or series of
capital stock of such Person that is required to be redeemed or is redeemable at
the option of the holder of such class or series at any time on or prior to May
2, 2016.

     "Equity Interests" means, with respect to any Person, without duplication,
all of the shares of capital stock of (or other ownership or profit interests
in) such Person, all of the warrants, options or other rights for the purchase
or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock of (or other ownership or
profit interests in) such Person or warrants, rights or options for the purchase
or acquisition from such Person of such shares (or such other interests), and
all of the other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interest therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination.

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

     "Event of Default" means any event specified in Section 7.01 as an Event of
Default.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor Federal statue, and the rules and regulations thereunder, all as
the same shall be in effect at the time. Reference to a particular section of,
or rule or regulation under, the Exchange Act shall include a reference to the
comparable section, rule or regulation, if any, and as the case may be, of or
under the successor Federal statute.

     "Exchange and Registration Rights Agreements" means the Exchange and
Registration Rights Agreement (Notes) and the Exchange and Registration Rights
Agreement (Preferred Stock), each dated as of August 11, 2003, between the
Company and the Initial Holder, as amended from time to time in accordance with
their respective terms.

     "Exchange Notes" means the Notes issued in the Exchange Offer as described
in Section 2.06(c) hereof.

     "Exchange Offer" has the meaning set forth in the Exchange and Registration
Rights Agreement (Notes).

                                       6

<PAGE>

     "GAAP" means generally accepted accounting principles in the United States
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 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 from time
to time.

     "Global Note" has the meaning specified in Section 2.02.

     "Global Note Legend" means the legend set forth in Section 2.06(d)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Government Securities" means (x) any security that is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America are pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Security which is specified in Clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any Government Security which is
so specified and held.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
term Guarantee used as a verb has a corresponding meaning.

     "Illinois Power" means (i) Illinois Power Company, an Illinois corporation
(the "Illinois Corporation") or, (ii) in the event that a successor Person shall
have succeeded to the Illinois Corporation as obligor under and in respect of
the General Mortgage and Deed of Trust dated as of November 1, 1992 under which
the Illinois Corporation was the original obligor, the successor Person under
such General Mortgage and Deed of Trust from time to time if such successor
Person is then a Subsidiary of the Company; provided, however, in the event that
such General Mortgage and Deed of Trust shall, for any reason, cease to be in
effect as it was in effect on the date hereof as it relates to successor
obligors thereunder, the successor Person shall be determined for purposes of
this definition as though such General Mortgage and Deed of Trust had remained
in effect and the provisions concerning successor obligors thereunder remained
in effect as in effect on the date hereof.

                                       7

<PAGE>

     "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit, bank guarantees, or bankers acceptance
or other similar instruments (or reimbursement obligations with respect
thereto), (iv) all obligations of such Person to pay the deferred purchase price
of property or services, all conditional sale obligations and all obligations
under any title retention agreement except Trade Payables, (v) all obligations
of such Person as lessee under leases required or permitted to be treated as
capital leases under GAAP, (vi) all Indebtedness of others secured by a Lien on
any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that, for purposes of determining the amount of any
Indebtedness of the type described in this clause, if recourse with respect to
such Indebtedness is limited to such asset, the amount of such Indebtedness
shall be limited to the lesser of the fair market value of such asset or the
amount of such Indebtedness; (vii) all Indebtedness of others Guaranteed by such
Person to the extent such Indebtedness is Guaranteed by such Person and (viii)
to the extent not otherwise included in this definition, all obligations of such
Person under Currency Agreements and Interest Rate Agreements.

     "Indenture" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Holder" means Chevron U.S.A. Inc.

     "Intercompany Note" means that certain promissory note dated September 30,
2000 between the Company and Illinova Corporation, an Illinois corporation, as
such note may be amended, supplemented or otherwise modified from time to time.

     "Intercompany Obligations" means (i) the Intercompany Note, (ii) any claims
in respect of guarantees issued by any Subsidiary of the Company of any Senior
and Senior Subordinated Indebtedness of the Company and (iii) any other
obligations of the Company to any of its Subsidiaries whether now existing or
hereafter incurred, so long as, and to the extent only that, such obligations
described in this clause (iii) have been or are created in bona fide
transactions and for exchange of reasonably equivalent value (it being
understood that, without limiting the generality of the foregoing, obligations
created in exchange for advances of cash or Cash Equivalents to the Company will
qualify as bona fide transactions and exchanges for reasonably equivalent
value). For purposes of the definition of Senior and Senior Subordinated
Indebtedness, the amount of any Intercompany Obligations (other than in respect
of the Intercompany Note) owed by the Company to any of its Subsidiaries as of
any date shall be calculated net of any amounts owed by such Subsidiary to the
Company.

     "Interest" means, when used with reference to the Notes, any interest
payable under the terms of the Notes, including Liquidated Damages, if any,
payable under the terms of the Exchange and Registration Rights Agreements.

     "Interest Payment Date" means February 1 or August 1.

                                       8

<PAGE>

     "Interest Rate Agreement" means, with respect to any Person, any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement designed to protect such Person or any of its Subsidiaries
against fluctuations in interest rates to or under which such Person or any of
its Subsidiaries is a party or a beneficiary on the date hereof or becomes a
party or a beneficiary thereafter.

     "IP Sale" means a sale of all or substantially all of the Equity Interests
in Illinois Power or all or substantially all of the assets of Illinois Power.

     "Issue Date" means August 11, 2003, the date of original issuance of the
$225 million aggregate principal amount of Notes initially issued under this
Indenture (determined without regard to any PIK Notes thereafter issued).

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Lien" means, with respect to any property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
property. For purposes of this Indenture, the Company shall be deemed to own
subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property.

     "Liquidated Damages" has the meaning specified for "Liquidated Damages
Amount" in Section 3(e) of the Exchange and Registration Rights Agreements.

     "Liquidated Damages Notice" has the meaning specified in Section 5.08.

     "Mandatory Redemption Termination Notice" has the meaning specified in
Section 3.02(c) hereof.

     "Maturity Date" means February 1, 2016.

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Net Cash Proceeds" means with respect to any equity or debt issuance or
Asset Sale, as applicable, the excess, if any, of (a) the sum of cash and Cash
Equivalents received by the Company or one of its Subsidiaries in connection
with such issuance or sale (including any cash or Cash Equivalents received
pursuant to any note or deferred payment obligation, upon the sale or other
disposition of any non-cash consideration received in any Asset Sale or released
from any reserve described in clause (iii) below, but only when received) less
(b) the sum of (i) all direct costs (including legal, accounting and banking
fees), commissions, premiums (including, if applicable, underwriting discounts
and premiums) and expenses incurred by the Company or any of its Subsidiaries in
connection with such issuance or sale, (ii) federal, state, foreign or local
taxes reasonably estimated (on a consolidated basis) to be actually payable
within the current or immediately succeeding tax year as a result of a gain
recognized in connection therewith (after taking into account any available tax
credits or deductions and any tax sharing arrangements),

                                       9

<PAGE>

(iii) an amount deemed appropriate in good faith by the Board of Directors to be
taken as a reasonable reserve for any purchase price adjustment or any
indemnification obligation to the purchaser undertaken by the Company or any of
its Subsidiaries in connection with any Asset Sale, other than the case of
proceeds covered by clause (v) below, (iv) any portion of such proceeds required
to be applied to any other Indebtedness pursuant to a requirement of any
instrument evidencing such Indebtedness and (v) in the case of proceeds from a
sale of Equity Interests in or assets of Illinois Power any such proceeds
applied to the payment of any debt directly associated with the assets or
operations of Illinois Power; provided, that with respect to any Subsidiary of
the Company that is not wholly owned, the Net Cash Proceeds shall only include
that portion of the proceeds to the extent received by the Company or one of its
wholly owned Subsidiaries as a distribution, dividend or advance without
violating any legal or contractual restriction (unless such contractual
restriction was entered into after the Issue Date with the purpose of
circumventing any obligation under this Indenture) of such non wholly owned
Subsidiary.

     "Note" or "Notes" means any Note or Notes (as defined in the first
"Whereas" clause hereof and shall include any PIK Notes), as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

     "Noteholder" or "Holder" as applied to any Note, or other similar terms
(but excluding the term "beneficial holder"), means any Person in whose name at
the time a particular Note is registered on the Registrar's books.

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

     "Officers' Certificate", when used with respect to the Company, means a
certificate signed by two individuals, one of whom is the Chairman of the Board,
the Chief Executive Officer, the President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President") of the Company, and the other of whom is the Treasurer
or any Assistant Treasurer, or the Secretary or Assistant Secretary of the
Company.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company, or other counsel reasonably
acceptable to the Trustee.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to the Depository Trust Company,
shall include Euroclear and Clearstream).

     "Paying Agent" means the office or agency designated by the Company in
accordance with Section 2.05 where the Notes may be presented or surrendered for
payment.

     "Payment Blockage Date" has the meaning set forth in Section 2.04.

                                       10

<PAGE>

     "Permitted Junior Securities" has the meaning specified in Section 4.02.

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

     "PIK Notes" has the meaning specified in Section 2.03.

     "Portal Market" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

     "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

     "premium" means any premium payable under the terms of the Notes.

     "Private Placement Legend" means the legend set forth in Section 2.06(d)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a "Qualified Institutional Buyer" as defined in Rule 144A.

     "Qualified Capital Stock" of any Person means all shares of capital stock
of such Person that are not Disqualified Capital Stock.

     "Record Date" has the meaning specified in Section 2.03.

     "Redemption Date" has the meaning specified in Section 3.03.

     "Redemption Notice" has the meaning specified in Section 3.03.

     "Redemption Restriction" means, in respect of a redemption or repurchase
otherwise required pursuant to the terms of Section 3.02 or Section 3.05, a
restriction on such redemption or repurchase contained in any instrument
evidencing any Indebtedness of the Company or any of its Subsidiaries or under
applicable law, other than Indebtedness owed by the Company to any of its
Subsidiaries. For purposes of Section 2.04, a requirement in the terms of any
such instrument to apply any portion of the proceeds of an Asset Sale or debt or
equity issuance to any other Indebtedness of the Company or any of its
Subsidiaries to the extent reducing Net Cash Proceeds from such sale or issuance
pursuant to clause (iv) of the definition of Net Cash Proceeds shall be deemed
to be a restriction on payment of such amount as a redemption or repurchase
under Section 3.02 or Section 3.05 under the terms of an instrument evidencing
Indebtedness of the Company or any of its Subsidiaries. If Net Cash Proceeds in
connection with any Asset Sale include any Cash Equivalents included therein by
virtue of the last sentence of the definition of Cash Equivalents ("Non-Cash
Proceeds") then to the extent the Net Cash Proceeds of such Asset Sale other
than Non-Cash Proceeds are less than the Take-Out Proceeds from such

                                       11

<PAGE>

Asset Sale, the amount of such deficiency shall be treated as a payment subject
to a Redemption Restriction for purposes of Section 2.04 unless the amount of
such deficiency is applied by the Company to prepay the Notes.

     "Register" has the meaning specified in Section 2.05(a).

     "Registrar" has the meaning specified in Section 2.05(a).

     "Representative" means (a) any indenture trustee or other trustee, agent or
representative for holders of any Senior and Senior Subordinated Indebtedness or
(b) with respect to any Senior and Senior Subordinated Indebtedness that does
not have any such trustee, agent or other representative, (i) in the case of
such Senior and Senior Subordinated Indebtedness issued pursuant to an agreement
providing for voting arrangements as among the holders or owners of such Senior
and Senior Subordinated Indebtedness, any holder or owner of such Senior and
Senior Subordinated Indebtedness acting with the consent of the required persons
necessary to bind such holders or owners of such Senior and Senior Subordinated
Indebtedness pursuant to such agreement and (ii) in the case of all other such
Senior and Senior Subordinated Indebtedness, the holder or owner of a majority
in outstanding principal amount of such Senior and Senior Subordinated
Indebtedness.

     "Repurchase Date" has the meaning specified in Section 3.05(a).

     "Repurchase Election" has the meaning specified in Section 3.05(c).

     "Repurchase Expiration Time" has the meaning specified in Section 3.05(b).

     "Repurchase Price" has the meaning specified in Section 3.05(a).

     "Resale Restriction Termination Date" has the meaning specified in Section
2.06(b)(1)(B)(ii).

     "Responsible Officer" shall mean any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, or any trust officer or any other officer of the Trustee who has
direct responsibility for the administration of this Indenture, and, for the
purposes of clause (b) of Section 8.01 and the proviso of Section 7.08 (and only
the proviso), shall also include any other officer of the Trustee to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Notes" means a Note bearing the Private Placement Legend.

     "Restricted Payment" has the meaning specified in Section 5.09.

     "Rule 144" means Rule 144 as promulgated under the Securities Act.

                                       12

<PAGE>

     "Rule 144A" means Rule 144A as promulgated under the Securities Act.

     "S&P" means Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc. and its successors.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor Federal statue, and the rules and regulations thereunder, all as the
same shall be in effect at the time. Reference to a particular section of, or
rule or regulation under, the Securities Act shall include a reference to the
comparable section, rule or regulation, if any, and as the case may be, of or
under the successor Federal statute.

     "Senior and Senior Subordinated Indebtedness" means the principal of (and
premium, if any) and interest on, and all other amounts owing in respect of
(including, without limitation, obligations to pay principal and interest,
reimbursement obligations under letters of credit, fees, expenses and
indemnities thereunder) all Indebtedness of the Company whether created,
incurred or assumed before, on or after the date of this instrument, including
Intercompany Obligations and all Trade Payables but only to the extent such
Trade Payables were incurred prior to the Issue Date; provided that Senior and
Senior Subordinated Indebtedness shall not include (i) Indebtedness of the
Company that, when incurred and without respect to any election under Section
1111(b) of Title 11, U.S. Code, was without recourse to the Company, (ii) the
Notes and any other Indebtedness of the Company which by the terms of the
instrument creating or evidencing the same is expressly made pari passu in rank
and payment with or subordinated to the Notes and (iii) capital stock of the
Company.

     "Series C Preferred Stock" means the Series C Convertible Preferred Stock
of the Company issued on the Issue Date.

     "Subject Percentage" has the meaning specified in Section 2.04.

     "Subordinated Debt" means any Indebtedness of the Company or any Subsidiary
thereof that is subordinated in right of payment to other Indebtedness of the
Company or such Subsidiary.

     "Subsidiary" of any Person means (a) any corporation, association or other
business entity (other than a partnership, joint venture, limited liability
company or similar entity) of which more than 50% of the total outstanding
voting power entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof (or persons
performing similar functions) or (b) any partnership, joint venture, limited
liability company or similar entity of which more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general or
limited partnership interests, as applicable, is, in the case of clauses (a) and
(b), at the time owned or controlled, directly or indirectly, by (i) such
Person, (ii) such Person and one or more Subsidiaries of such Person or (iii)
one or more Subsidiaries of such Person.

     "Take-Out Proceeds" means:

          (a) 100% of Net Cash Proceeds from issuances by the Company or DHI of
Qualified Capital Stock (other than Equity Interests set forth in clause (b)
below or issuances of

                                       13

<PAGE>

Equity Interests to the Company or any of its Subsidiaries) in excess of the
first $250,000,000 of such Qualified Capital Stock from one or more sales of
such Qualified Capital Stock issued and sold after the Issue Date (other than
proceeds upon the conversion of the Company's Series C Preferred Stock, the
Company's Convertible Subordinated Debentures due 2023 or sales of Common Stock
the proceeds of which are used to make a payment in connection with the
conversion or redemption of the Company's Series C Preferred Stock);

          (b) 50% of the Net Cash Proceeds from issuances by the Company or any
one or more of its Subsidiaries, considered as one issuer, of Subordinated Debt
securities, convertible debt securities, mandatorily redeemable preferred stock
and convertible equity (in each case, excluding refinancings of any such
securities issued as part of the 2003 Transactions or after the Issue Date and
excluding any such securities issued to the Company or any wholly owned
Subsidiary of the Company) following the Issue Date;

          (c) 25% of the Net Cash Proceeds from Asset Sales by the Company or
any one or more of its Subsidiaries, considered as one seller (other than
proceeds derived, directly or indirectly, from Asset Sales constituting sales of
Equity Interests or assets of Illinois Power) up to an aggregate amount of
$200,000,000 from and after the Issue Date; and

          (d) 75% of the Net Cash Proceeds from an IP Sale.

For the avoidance of doubt, none of the proceeds of the 2003 Transactions shall
constitute "Take-Out Proceeds."

     "Tilton Lease" means the Amended and Restated Participation Agreement dated
as of October 30, 2002 among Illinois Power as lessee, ABN AMRO Bank N.V. and
the Participants thereto and the Amended and Restated Lease dated as of October
30, 2002, between Illinois Power, as lessee and ABN AMRO Bank N.V. as Agent
Lessor, as such agreements may be amended, supplemented or otherwise modified
from time to time.

     "Trade Payables" means, with respect to any Person, any accounts payable or
any other indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person or any of its Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services.

     "Transition Date" has the meaning set forth in Section 3.02(c).

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture, except as provided in
Section 11.03 and Section 15.07; provided that if the Trust Indenture Act of
1939 is amended after the date hereof, the term "Trust Indenture Act" shall
mean, to the extent required by such amendment, the Trust Indenture Act of 1939
as so amended.

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

                                       14

<PAGE>

     "2003 Credit Agreement" means the Credit Agreement dated as of April 1,
2003, by DHI and the lenders named therein, with the Company as guarantor
thereunder, and any amendments, modifications, restatements, renewals,
supplements, refundings, replacements or refinancings thereof.

     "2003 Transactions" means the issuance of securities, transfer of assets or
other transactions to occur on or about the Issue Date and shall include, in the
case of securities issuances, any issuances occurring after the Issue Date
through the exercise of underwriters "green shoe" or over-allotment rights.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent Global Note substantially in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     (a) "indenture securities" means the Notes;

     (b) "indenture security Holder" means a Holder of a Note;

     (c) "indenture to be qualified" means this Indenture;

     (d) "indenture trustee" or "institutional trustee" means the Trustee; and

     (e) "obligor" on the Notes means the Company and any successor obligor upon
the Notes.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA
and not otherwise defined herein have the meanings so assigned to them therein
or thereunder, as the case may be.

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

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

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

          (c) "or" is not exclusive;

                                       15

<PAGE>

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

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

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

     Section 1.04. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or 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 (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),
stating that the information with respect to such factual matters is in the
possession of the Company.

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

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

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

     Section 1.06. Notice to Holders, Waiver. Where this Indenture provides for
notice of any event to Holders by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at its address as it appears in the Register, not later than

                                       16

<PAGE>

the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee in its sole discretion shall be deemed to
be a sufficient giving of such notice for every purpose hereunder.

                                    ARTICLE 2

                         ISSUE, DESCRIPTION, EXECUTION,
                       REGISTRATION AND EXCHANGE OF NOTES

     Section 2.01. Execution and Authentication. The Notes shall be designated
as "Junior Unsecured Subordinated Notes due 2016". The Notes shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
two Officers of the Company.

     If an Officer whose signature is on a Note no longer holds that office at
the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.

     A Note shall not be valid and shall not be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose unless such Note bears a
certificate of authentication substantially in the form set forth on the form of
Note attached as Exhibit A hereto, manually executed by the Trustee (or an
authenticating agent). Such certificate by the Trustee (or such authenticating
agent) upon any Note executed by the Company shall be conclusive evidence that
the Note so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

     The Trustee or an authenticating agent shall authenticate (i) Notes for
original issue on the date hereof in an aggregate principal amount not to exceed
$225,000,000 (except pursuant to Section 2.07 hereof) and (ii) such Additional
Amounts as may be paid as interest pursuant to Sections 2.03 and 2.04 hereof or
as Liquidated Damages, in each case, upon the written order (the "Authentication
Order") of the Company in the form of an Officers' Certificate to the extent
required under Section 2.03. Any Authentication Order shall specify the amount
of Notes to be authenticated, the date on which the Notes are to be
authenticated and the aggregate principal amount of Notes outstanding on the
date of authentication.

                                       17

<PAGE>

     Notwithstanding the foregoing, all Notes issued under this Indenture,
including any PIK Notes, shall vote and consent together on all matters as to
which any of such Notes may vote or consent) as one class and no Notes will have
the right to vote or consent as a separate class or series on any matter.

     The Trustee may appoint an authenticating agent as permitted by Section
15.11.

     The Notes shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof, except
as required in respect of Additional Amounts.

     Section 2.02. Form of Notes. The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A. The terms and provisions contained in the form of Note
attached as Exhibit A hereto shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

     Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradable on the Portal Market or as may be required for the Notes to be tradable
on any other market developed for trading of securities pursuant to Rule 144A or
as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.

     So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.06(a) or Section 2.13, all of the Notes will be represented by one or
more Notes in global form registered in the name of the Depositary or the
nominee of the Depositary (a "Global Note"). The transfer and exchange of
beneficial interests in any such Global Note shall be effected through the
Depositary in accordance with this Indenture and the Applicable Procedures of
the Depositary. Except as provided in Section 2.06(a), beneficial owners of a
Global Note shall not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such
Global Note.

     Any Global Note shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes represented thereby may from time to time be
increased or reduced to reflect redemptions, repurchases, transfers or exchanges
permitted hereby. Any endorsement of a Global Note to reflect the

                                       18

<PAGE>

amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in such manner and upon instructions given by the
holder of such Notes in accordance with this Indenture. Payment of principal of
and Interest and premium, if any, on any Global Note shall be made to the Paying
Agent or at the Company's option to the holder of such Note.

     Section 2.03. Date and Denomination of Notes; Payments of Interest.
Interest on the Notes will accrue from the most recent date on which Interest
has been paid, or if no Interest has been paid from the issuance date thereof,
to but excluding, the next succeeding Interest Payment Date; provided that if
there is no existing Default in the payment of interest, and if a Note is
authenticated between a record date referred to on the face thereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. The Company will pay Interest semi-annually in
arrears on each Interest Payment Date commencing February 1, 2004 at the rate
then applicable as specified in paragraph 1 of the form of Notes attached as
Exhibit A hereto and as provided in Section 2.04; provided that such interest
shall accrue and an amount equal to such accrued and unpaid interest shall be
added to the principal amount of the Notes as Additional Amounts on each
Interest Payment Date as specified in the next sentence (such Additional Amounts
to constitute principal for all purposes of this Indenture and the Notes) unless
(i) the Company at its sole option elects to pay all or a portion of such
Interest in cash or (ii) an Event of Default has occurred and payment of the
Notes has been accelerated pursuant to Section 7.02 of this Indenture, in which
case, accrued and unpaid interest to the date of such Event of Default shall be
due and payable in cash at such time; and provided further that any Interest
paid on the Notes shall be paid net of any applicable withholding required by
law. On any Interest Payment Date on which the Company shall pay Interest
(including interest paid pursuant to Section 2.04) in the form of Additional
Amounts, upon the request of the Trustee, the Company shall deliver an
Authentication Order instructing the Trustee to evidence such Additional Amount
by either (x) an endorsement on a Note in global form by the Trustee to reflect
the amount of the increase in principal amount equal to such Additional Amount
or (y) with respect to a Note in definitive form, at the request of any Holder,
the issuance by the Company and authentication by the Trustee to such Holder of
a note in a principal amount equal to such Holder's pro rata portion of the
Additional Amount to be paid on such Interest Payment Date (a "PIK Note");
provided further that if the Additional Amount of any PIK Note to be issued
pursuant to this Section 2.03 is not a whole number, such amounts shall be
rounded to the nearest multiple of $1,000, with amounts of $500 or greater being
increased to the next higher multiple of $1,000 and all other amounts being
decreased to the next lower multiple of $1,000. Interest added to principal of
the Notes on any Interest Payment Date in accordance with this Section 2.03
shall be deemed paid for purposes of the Indenture and the Notes by adding such
amount to the principal amount of the Notes.

     Interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Subject to the next succeeding paragraph and Article 5, the Person in whose
name any Note (or its Predecessor Note) is registered on the Register at the
close of business on any Record Date with respect to any Interest Payment Date
shall be entitled to receive any Interest to be paid on such Interest Payment
Date. Interest required to be paid in cash pursuant to the terms hereof shall be
payable at the office of the Paying Agent maintained by the Company for such

                                       19

<PAGE>

purposes in the Borough of Manhattan, City of New York, which shall initially be
an office or agency of the Trustee or at the Company's option to the Holder. The
Company shall pay Interest required to be paid in cash pursuant to the terms
hereof to the Paying Agent or at the Company's option (i) on any Notes in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Register (or, upon written notice, by wire transfer in
immediately available funds, if such Person is entitled to interest on Notes
with an aggregate principal amount in excess of $2,000,000) or (ii) on any
Global Note by wire transfer of immediately available funds to the account of
the Depositary or its nominee. The term "Record Date" with respect to any
Interest Payment Date shall mean the January 15, or July 15 preceding the
applicable February 1 or August 1 Interest Payment Date, respectively.

     Any Interest on any Note which is payable, but is not punctually paid or
duly provided for in the form of Additional Amounts, on the applicable Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Noteholder on the relevant Record Date by virtue of his having
been such Noteholder, and such Defaulted Interest shall be paid by the Company,
at its election in each case, as provided in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
     Persons in whose names the Notes (or their respective Predecessor Notes)
     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 Note and the date of the
     proposed payment (which shall be not less than twenty-five (25) days after
     the receipt by the Trustee of such notice, unless the Trustee shall consent
     to an earlier date), and at the same time the Company shall deposit with
     the Trustee an amount of money or duly provide for Additional Amounts, as
     applicable, equal to the aggregate amount required to be paid in respect of
     such Defaulted Interest or shall make arrangements satisfactory to the
     Trustee for such deposit or provision on or prior to the date of the
     proposed payment, such money or Additional Amounts, as applicable, when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a special Record Date for the payment of such Defaulted Interest
     which shall be not more than fifteen (15) days and not less than ten (10)
     days prior to the date of the proposed payment, and not less than ten (10)
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder at its address as it appears in the Register, not less than ten (10)
     days prior to such special Record Date. Notice of the proposed payment of
     such Defaulted Interest and the special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Notes (or their respective Predecessor Notes) are registered at the
     close of business on such special Record Date and shall no longer be
     payable pursuant to the following clause (2) of this Section 2.03.

     (2) The Company may make payment of any Defaulted Interest in any other
     lawful manner not inconsistent with the requirements of any securities
     exchange or automated

                                       20

<PAGE>

     quotation system on which the Notes may be listed or designated for
     issuance, and upon such notice as may be required by such exchange or
     automated quotation system, if, after notice given by the Company to the
     Trustee of the proposed payment pursuant to this clause, such manner of
     payment shall be deemed practicable by the Trustee.

     Section 2.04. Interest on Blockage Amounts. (a) Notwithstanding any
provision of this Indenture or any Note to the contrary any failure to make any
redemption or repurchase pursuant to either Section 3.02 or Section 3.05 as a
result of a Redemption Restriction shall not constitute a Default or Event of
Default hereunder.

     (b) In such event interest shall be calculated and shall accrue on the
Notes as follows (i) the principal amount of Notes affected by the Redemption
Restriction (the "Blockage Amount") and the earliest date (the "Payment Blockage
Date") on which the Blockage Amount would have been required to be redeemed
(pursuant to Section 3.02) or repurchased (pursuant to Section 3.05) shall be
determined and (ii) a percentage (the "Subject Percentage") equal to the
Blockage Amount divided by the aggregate unpaid principal amount of the Notes
then outstanding shall be determined. For purposes of the immediately preceding
sentence, all Holders shall be deemed to have elected to have their Notes to be
repurchased pursuant to Section 3.05 (and, accordingly, if the Blockage Amount
is being determined in respect of Section 3.05, the Blockage Amount shall be the
aggregate unpaid principal amount of the Notes then outstanding and the Subject
Percentage shall be 100%). Interest shall accrue on the Subject Percentage at a
rate per annum of 13.75% and on all outstanding Notes other than the Subject
Percentage at the rate of interest then otherwise applicable to the Notes, in
each case from and after the Payment Blockage Date to, but excluding, the date
that the Blockage Amount is paid pursuant to Section 3.02 or Section 3.05
hereof, payable pro rata to all Holders of outstanding Notes; provided that from
and after the date that the Blockage Amount is paid pursuant to Section 3.02 or
Section 3.05 hereof, interest on all outstanding Notes shall accrue and be
payable at the rate set forth in paragraph 1 of the Notes attached hereto as
Exhibit A. Interest calculated pursuant to this Section 2.04 shall continue to
be payable in accordance with Section 2.03 hereof.

     (c) For the avoidance of doubt, the principal amount of Notes affected by
the Redemption Restriction shall be determined as if, solely for this purpose,
Take-Out Proceeds in the case of an Asset Sale were calculated without reduction
for amounts specified in clause (iv) of the definition of Net Cash Proceeds as
applied to such Asset Sale.

     Section 2.05. Registrar and Paying Agent. The Company will maintain an
office or agency where the Notes may be presented or surrendered for
registration of transfer or exchange (the "Registrar") or for presentation for
payment (the "Paying Agent") or for redemption or repurchase and an office or
agency where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Registrar shall keep a register of the
Notes (the "Register") in written form or in any form capable of being converted
into written form within a reasonably prompt period of time. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not designated or appointed by the Trustee.
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. The Company hereby initially designates the Trustee as
Paying Agent and Registrar, and

                                       21

<PAGE>

each of the Corporate Trust Office and the office or agency of the Trustee shall
be considered as one such office or agency of the Company for each of the
aforesaid purposes.

     The Company may also from time to time designate co-registrars and one or
more offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice of any such designation or rescission
and of any change in the location of any such other office or agency.

     So long as the Trustee is the Registrar, the Trustee agrees to mail, or
cause to be mailed, the notices set forth in Section 8.10(a) and the third
paragraph of Section 8.11. If co-registrars have been appointed in accordance
with this Section, the Trustee shall mail such notices only to the Company and
the holders of Notes it can identify from its records.

     Section 2.06. Transfer and Exchange. (a) Transfer and Exchange of Global
Notes. A Global Note may not be transferred as a whole except by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. In
addition, Definitive Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Notes if:

               (i) the Company delivers to the Trustee, a notice from the
     Depositary that it is unwilling or unable to continue to act as Depositary
     or that it is no longer a clearing agency registered under the Exchange Act
     and, in either case, a successor Depositary is not appointed by the Company
     within 120 days after the date of such notice from the Depositary; or

               (ii) the Company in its sole discretion determines that the
     Global Notes (in whole but not in part) should be exchanged for Definitive
     Notes and delivers a written notice to such effect to the Trustee.

     Upon the occurrence of either of the preceding events in (i) or (ii) above,
the Global Notes shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall, upon receipt
of an Authentication Order from the Company in the form of an Officers'
Certificate, authenticate and deliver, to each beneficial owner identified by
the Depositary in writing in exchange for its beneficial interest in the Global
Noted, an equal aggregate principal amount of Definitive Notes of authorized
denominations. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06(a) or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be (except where exchanged
for a definitive Note as described above), a Global Note. A Global Note may not
be exchanged for another Note other than as provided in this Section 2.06(a) or
(c), however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.06(b) or (c) hereof.

          (b) Registration of Transfers and Exchanges.

                                       22

<PAGE>

          (i) Transfer and Exchange of Definitive Notes. When Definitive Notes
     are presented to the Registrar or co-Registrar with a request:

               (1) to register the transfer of the Definitive Notes in
          authorized denominations; or

               (2) to exchange such Definitive Notes for an equal principal
          amount of Definitive Notes of other authorized denominations,

     the Registrar or co-Registrar shall register the transfer or make the
     exchange as requested if the requirements under this Indenture as set forth
     in this Section 2.06 for such transactions are met; provided, however, that
     the Definitive Notes presented or surrendered for registration of transfer
     or exchange:

               (A) shall be duly endorsed or accompanied by a written instrument
          of transfer in form satisfactory to the Registrar or co-Registrar,
          duly executed by the Holder thereof or his attorney duly authorized in
          writing; and

               (B) in the case of Definitive Notes the offer and sale of which
          have not been registered under the Securities Act and are presented
          for transfer or exchange prior to (x) the date which is two years
          after the later of the date of original issue and the last date on
          which the Company or any Affiliate of the Company was the owner of
          such Note, or any predecessor thereto and (y) such later date, if any,
          as may be required by any subsequent change in applicable law (the
          "Resale Restriction Termination Date"), such Definitive Notes shall be
          accompanied, in the sole discretion of the Company, by the following
          additional information and documents, as applicable:

               (x) if such Definitive Note is being delivered to the Registrar
          or co-Registrar by a Holder for registration in the name of such
          Holder, without transfer, a certification to that effect; or

               (y) if such Definitive Note is being transferred to a Qualified
          Institutional Buyer in accordance with Rule 144A, a certification to
          that effect.

          (ii) Restrictions on Transfer of a Definitive Note for a Beneficial
     Interest in a Global Note. A Definitive Note may not be exchanged for a
     beneficial interest in a Global Note except upon satisfaction of the
     requirements set forth below. Upon receipt by the Registrar or co-Registrar
     of a Definitive Note, duly endorsed or accompanied by appropriate
     instruments of transfer, in form satisfactory to the Registrar or
     co-Registrar, together with:

               (1) in the case of Definitive Notes, the offer and sale of which
          have not been registered under the Securities Act and which are
          presented for transfer prior to the Resale Restriction Termination
          Date, certification that such Definitive Note is being transferred to
          a Qualified Institutional Buyer; and

                                       23

<PAGE>

               (2) written instructions from the Holder thereof directing the
          Registrar or co-Registrar to make, or to direct the Depositary to
          make, an endorsement on the applicable Global Note to reflect an
          increase in the aggregate amount of the Notes represented by the
          Global Note,

     then the Registrar or co-Registrar shall cancel such Definitive Note and
     cause, or direct the Depositary to cause, in accordance with the Applicable
     Procedures, the principal amount of Notes represented by the applicable
     Global Note to be increased accordingly. If no Global Note representing
     Notes held by Qualified Institutional Buyers is then outstanding, the
     Company shall issue and the Trustee shall, upon receipt of an
     Authentication Order in the form of an Officers' Certificate in accordance
     with Section 2.01, authenticate such a Global Note in the appropriate
     principal amount.

          (iii) Transfer and Exchange of Global Notes. The transfer and exchange
     of Global Notes or beneficial interests therein shall be effected through
     the Depositary in accordance with this Indenture (including the
     restrictions on transfer set forth herein) and the procedures of the
     Depositary therefor. Upon receipt by the Registrar or co-Registrar of
     written instructions, or such other instruction as is customary for the
     Depositary, from the Depositary or its nominee, requesting the registration
     of transfer of an interest in a Global Note to another type of Global Note,
     together with the applicable Global Notes (or, if the applicable type of
     Global Note required to represent the interest as requested to be
     transferred is not then outstanding, only the Global Note representing the
     interest being transferred), the Registrar or co-Registrar shall cancel
     such Global Notes (or Global Note) and the Company shall issue and the
     Trustee shall, upon receipt of an Authentication Order in the form of an
     Officers' Certificate in accordance with Section 2.01, authenticate new
     Global Notes of the types so cancelled (or the type so cancelled and
     applicable type required to represent the interest as requested to be
     transferred) reflecting the applicable increase and decrease of the
     principal amount of Notes represented by such types of Global Notes, giving
     effect to such transfer. If the applicable type of Global Note required to
     represent the interest as requested to be transferred is not outstanding at
     the time of such request, the Company shall issue and the Trustee shall,
     upon written instructions from the Company in accordance with Section 2.01,
     authenticate a new Global Note of such type in principal amount equal to
     the principal amount of the interest requested to be transferred.

          (iv) Transfer of a Beneficial Interest in a Global Note for a
     Definitive Note. (A) Any Person having a beneficial interest in a Global
     Note may upon request exchange such beneficial interest for a Definitive
     Note. Upon receipt by the Registrar or co-Registrar of written
     instructions, or such other form of instructions as is customary for the
     Depositary, from the Depositary or its nominee on behalf of any Person
     having a beneficial interest in a Global Note and upon receipt by the
     Trustee of a written order or such other form of instructions as is
     customary for the Depositary or the Person designated by the Depositary as
     having such a beneficial interest containing registration instructions and,
     in the case of any such transfer or exchange of a beneficial interest in
     Notes the offer and sale of which have not been registered under the
     Securities Act and which Notes are presented for transfer or exchange prior
     to the Resale Restriction Termination Date, the following additional
     information and documents:

                                       24

<PAGE>

               (1) if such beneficial interest is being transferred to the
          Person designated by the Depositary as being the beneficial owner, a
          certification from such Person to that effect; or

               (2) if such beneficial interest is being transferred to a
          Qualified Institutional Buyer in accordance with Rule 144A, a
          certification to that effect;

     then the Registrar or co-Registrar will cause, in accordance with the
     standing instructions and procedures existing between the Depositary and
     the Registrar or co-Registrar, the aggregate principal amount of the
     applicable Global Note to be reduced and, following such reduction, the
     Company will execute and, upon receipt of an Authentication Order in the
     form of an Officers' Certificate in accordance with Section 2.01, the
     Trustee will authenticate and deliver to the transferee a Definitive Note
     in the appropriate principal amount.

          Definitive Notes issued in exchange for a beneficial interest in a
     Global Note pursuant to this Section 2.06(b)(iv) shall be registered in
     such names and in such authorized denominations as the Depositary, pursuant
     to instructions from its direct or Indirect Participants or otherwise,
     shall instruct the Registrar or co-Registrar in writing. The Registrar or
     co-Registrar shall deliver such Definitive Notes to the Persons in whose
     names such Definitive Notes are so registered.

          (v) General. By its acceptance of any Note bearing the Private
     Placement Legend, each Holder of such a Note acknowledges that, prior to
     the Resale Restriction Termination Date, it will only transfer such note to
     a Qualified Institutional Buyer.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among members of, or
Participants in, the Depositary or beneficial owners of interest in any Global
Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.06. The Company shall have
the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Registrar.

          (c) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Exchange and Registration Rights Agreement (Notes), the
Company will issue and, upon receipt of an Authentication Order in accordance
with Section 2.01 hereof, the Trustee will authenticate:

               (i) one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of the beneficial interests
     in the Restricted Global Notes tendered into the Exchange Offer by Persons
     that certify in the applicable Letter of

                                       25

<PAGE>

     Transmittal that (A) they are not Broker-Dealers, (B) they are not
     participating in a distribution of the Exchange Notes and (C) they are not
     affiliates (as defined in Rule 144) of the Company; and

               (ii) Unrestricted Definitive Notes in an aggregate principal
     amount equal to the principal amount of the Restricted Definitive Notes
     accepted for exchange in the Exchange Offer.

     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount in authorized denominations.

          (d) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (i) Private Placement Legend.

               (1) Except as permitted by subparagraph (2) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

     "THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
     SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
     PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON THE SELLER
     REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
     OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR
     THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
     UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
     (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
     OF THE UNITED STATES AND OTHER JURISDICTIONS."

               (2) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraph (b) of this Section 2.06
          following the Resale Restriction Termination Date (and all Notes
          issued in exchange therefor or substitution thereof) will not bear the
          Private Placement Legend.

               (ii) Global Note Legend. Each Global Note will bear a legend in
     substantially the following form:

                                       26

<PAGE>

     "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
     OR (c) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
     TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4)
     THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
     PRIOR WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
     DEFINITIVE FORM, THIS NOTE 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 THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
     NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
     SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
     TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
     CO., HAS AN INTEREST HEREIN."

          (iii) Original Issue Discount Legend. Each Note will bear a legend in
     substantially the following form:

     "THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME
     TAX PURPOSES. FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE UNITED
     STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF EACH
     NOTE IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS
                                                                      ----------
                  , THE YIELD TO MATURITY IS    % COMPOUNDED SEMI-ANNUALLY, AND
     -------------                           ---
     THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $       PER $1,000 OF PRINCIPAL
                                               ------
     AMOUNT. IN THE EVENT THAT THE NOTE REMAINS OUTSTANDING AFTER AUGUST 10,
     2005, FOR THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE ISSUE
     PRICE AND THE YIELD TO MATURITY FOR THIS NOTE, YOU SHOULD SUBMIT A WRITTEN
     REQUEST TO THE COMPANY AT THE FOLLOWING ADDRESS: 1000 LOUISIANA STREET,
     HOUSTON, TEXAS 77002, ATTENTION: LAYNE J. ALBERT."

          (e) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part,

                                       27

<PAGE>

each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.

          (f) General Provisions Relating to Transfers and Exchanges.

               (i) To permit registrations of transfers and exchanges, the
     Company will execute and the Trustee will authenticate Global Notes and
     Definitive Notes upon receipt of an Authentication Order in accordance with
     Section 2.01 or at the Registrar's request.

               (ii) No service charge will be made to a Holder of a Global Note
     or to a Holder of a Definitive Note for any registration of transfer or
     exchange, but the Company may require payment of a sum sufficient to cover
     any transfer tax or similar governmental charge payable in connection
     therewith (other than any such transfer taxes or similar governmental
     charge payable upon exchange or transfer pursuant to Sections 2.10, 3.03,
     3.05 and 11.04 hereof).

               (iii) The Registrar will not be required to register the transfer
     of or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

               (iv) All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     will be the valid obligations of the Company, evidencing the same debt, and
     entitled to the same benefits under this Indenture, as the Global Notes or
     Definitive Notes surrendered upon such registration of transfer or
     exchange.

               (v) The Company will not be required:

               (1) to issue, to register the transfer of or to exchange any
          Notes during a period beginning at the opening of business 15 days
          before the day of any selection of Notes for redemption under Section
          3.03 or 3.05 hereof and ending at the close of business on the day of
          selection;

               (2) to register the transfer of or to exchange any Note selected
          for redemption in whole or in part, except the unredeemed portion of
          any Note being redeemed in part; or

               (3) to register the transfer of or to exchange a Note between a
          Record Date and the next succeeding Interest Payment Date.

                                       28

<PAGE>

               (vi) Prior to due presentment for the registration of a transfer
     of any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of, and interest and
     any premium or Liquidated Damages, on such Notes and for all other
     purposes, and none of the Trustee, any Agent or the Company shall be
     affected by notice to the contrary.

     All certifications and certificates required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or
exchange may be submitted by facsimile.

     Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes. If a mutilated
Note is surrendered to the Trustee or if the holder presents evidence to the
satisfaction of the Company and the Trustee that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note. An indemnity bond may be required by the
Company or the Trustee to protect the Company, the Trustee or any Agent and any
authenticating agent from any loss which any of them may suffer if a Note is
replaced. In every case of destruction, loss or theft, the applicant shall also
furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless for any loss, liability, cost or expense caused by or
connected with such substitution, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.

     Following receipt by the Trustee or such authenticating agent, as the case
may be, of satisfactory security or indemnity and evidence, as described in the
preceding paragraph, the Trustee or such authenticating agent may authenticate
any such substituted Note and make available for delivery such Note. Upon the
issuance of any substituted Note, the Company may require the payment by the
holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Note which has matured or is about to mature or has been
called for redemption or has been tendered for repurchase upon a Change of
Control (and not withdrawn) shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Note, pay or authorize
the payment of such Note (without surrender thereof except in the case of a
mutilated Note), as the case may be, if the applicant for such payment shall
furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless from any loss, liability, cost or expense caused by
or in connection with such substitution, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company, the Trustee and, if
applicable or any Paying Agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.

     Every substitute Note issued pursuant to the provisions of this Section
2.07 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued

                                       29

<PAGE>

hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or redemption or repurchase
of mutilated, destroyed, lost or stolen Notes and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
redemption or repurchase of negotiable instruments or other securities without
their surrender.

     Section 2.08. Outstanding Notes. The Notes outstanding at any time are all
the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section
2.09 hereof, a Note does not cease to be outstanding if the Company or an
Affiliate of the Company owns the Note; however, Notes held by the Company or a
Subsidiary of the Company shall not be deemed to be outstanding for purposes of
Section 3.01 hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

     If the principal amount of any Note is considered paid under Section 5.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption or repurchase date or Maturity Date,
money sufficient to pay Notes payable on that date, then on and after that date
such Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

     Section 2.09. Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver,
consent or notice, Notes owned by the Company, or any of its Affiliates (other
than the Initial Holder or any of its Affiliates), will be considered as though
not outstanding; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent, waiver or
other action, only Notes which a Responsible Officer knows are so owned shall be
so disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 2.09 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or any Affiliate of the Company (other than the Initial Holder or any of
its Affiliates) or any such other obligor. In the case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Notes, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons, and, subject to Section 8.01, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not
listed therein are outstanding for the purpose of any such determination.

                                       30

<PAGE>

     Section 2.10. Temporary Notes. Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon receipt of an Authentication Order,
authenticate and deliver temporary Notes (printed, lithographed or otherwise
produced). Temporary Notes shall be issuable in any authorized denomination, and
substantially in the form of the Notes in certificated form, but with such
omissions, insertions and variations as may be appropriate for temporary Notes,
all as may be determined by the Company. Every such temporary Note shall be
executed by the Company and authenticated by the Trustee or such authenticating
agent and registered by the Registrar upon the same conditions and in
substantially the same manner, and with the same effect, as the Notes in
certificated form. Without unreasonable delay, the Company will execute and
deliver to the Trustee or such authenticating agent Notes in certificated form
and thereupon any or all temporary Notes may be surrendered in exchange
therefor, at each office or agency maintained by the Company pursuant to Section
2.05 and the Trustee or such authenticating agent shall authenticate and make
available for delivery in exchange for such temporary Notes an equal aggregate
principal amount of Notes in certificated form. Such exchange shall be made by
the Company at its own expense and without any charge therefor to the Holder.
Until so exchanged, the temporary Notes shall in all respects be entitled to the
same benefits and subject to the same limitations under this Indenture as Notes
in certificated form authenticated and delivered hereunder.

     Section 2.11. Cancellation of Notes. All Notes presented or surrendered for
the purpose of payment, redemption, repurchase, exchange or registration of
transfer shall, if surrendered to the Company or any Paying Agent or any
Registrar, be surrendered to the Trustee and promptly canceled by it, or, if
surrendered to the Trustee, shall be promptly canceled by it, and no Notes shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee shall dispose of such canceled Notes in
accordance with its customary procedures. If the Company shall acquire any of
the Notes, such acquisition shall not operate as a redemption, repurchase or
satisfaction of the indebtedness represented by such Notes unless and until the
same are delivered to the Trustee for cancellation.

     Section 2.12. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and the Trustee may use such "CUSIP"
numbers in notices of redemption, repurchase or exchange of the Global Note as a
convenience to Noteholders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

     Section 2.13. Certain Provisions Applicable to the Initial Holder and Its
Affiliates. Anything in this Indenture to the contrary notwithstanding, (i) the
Notes to be issued on the Issue Date shall be issued in the name of the Initial
Holder as the registered holder thereof, and any PIK Notes to be issued
thereafter in respect of Notes held by the Initial Holder shall be issued in the
name of the Initial Holder as the registered holder thereof, and the provisions
of this Indenture relating to Global Notes (and the correlative provisions of
Exhibit A) shall not be applicable to the Initial Holder and (ii) upon written
request to the Company by the Initial Holder or any of its Affiliates, the
Company shall effect the reissuance of the Notes then outstanding as

                                       31

<PAGE>

Global Notes pursuant to the provisions of the Indenture. Notwithstanding
anything in this Indenture or the Notes to the contrary, for so long as the
Notes constitute Restricted Notes, such Notes may not be transferred to any
Person other than a QIB.

                                   ARTICLE 3

                       REDEMPTION AND REPURCHASE OF NOTES

     Section 3.01. Optional Redemption. At any time and from time to time until
the Transition Date shall have occurred, the Company, at its option, may redeem
the Notes, in whole or in part, upon the notice provided in Section 3.03 in
accordance with the provisions of Sections 3.03 and 3.04, on the Redemption Date
for cash at a redemption price equal to 100% of the principal amount (including
Additional Amounts) of the Notes to be redeemed together in each case with
accrued and unpaid Interest on the Notes to be redeemed to (but excluding) the
Redemption Date, but without premium, subject to the rights of Holders on the
relevant Record Date to receive interest on the relevant Interest Payment Date.
If the Transition Date has occurred the Company may not redeem the Notes
pursuant to this Section 3.01 from the Transition Date through August 10, 2010.
If the Transition Date has occurred, then from and after August 11, 2010, the
Company at any time and from time to time may redeem the Notes, in whole or in
part, upon the notice provided in Section 3.03 in accordance with the provisions
of Sections 3.03 and 3.04, on the Redemption Date for cash at the redemption
prices (expressed as percentages of principal amount of the Notes, which shall
include Additional Amounts) set forth below plus accrued and unpaid Interest on
the Notes to be redeemed, to (but excluding) the applicable Redemption Date, if
redeemed during the twelve-month period beginning on August 11 of the years
indicated below, subject to the rights of Holders on the relevant Record Date to
receive interest on the relevant Interest Payment Date:

     Year                                                     Percentage
     ----                                                     ----------
     2010..................................................... 106.875%
     2011..................................................... 104.579%
     2012..................................................... 102.292%
     2013 and thereafter...................................... 100.000%

Any redemption pursuant to this Section 3.01 shall be made pursuant to the
provisions of Section 3.03 and 3.04 hereof. The Notes are not redeemable at the
Company's option notwithstanding anything in this Indenture or the Notes to the
contrary, except pursuant to this Section 3.01; provided that the Company may
pay any Additional Amounts at any time at par (including through a redemption
pursuant to this Section 3.01) whether or not a Mandatory Redemption Termination
Notice has become effective pursuant to Section 3.02(c).

     Section 3.02. Mandatory Redemption with Take-Out Proceeds. (a) Until the
Mandatory Redemption Termination Notice pursuant to Section 3.02(c) becomes
effective, upon receipt of Take-Out Proceeds after August 11, 2003 to, but
excluding, the Transition Date, the Company shall deposit or cause to be
deposited the amount of such Take-Out Proceeds with the Trustee or one or more
Paying Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 5.03) for redemption in
accordance with Section 3.02(b). On (i) any date when the amount of Take-Out
Proceeds then held in the

                                       32

<PAGE>

segregated account equals or exceeds $5.0 million and (ii) on the day preceding
the Transition Date (if any funds are then held in the segregated account), the
Company shall apply the entire amount of Take-Out Proceeds as required by
Section 3.02(b) to redeem the maximum principal amount of Notes that may be
purchased with Take-Out Proceeds at a redemption price in cash equal to 100% of
the principal amount of the Notes to be purchased plus accrued and unpaid
Interest to the Redemption Date but without any premium, in accordance with the
procedures set forth in Sections 3.03 and 3.04, subject to the rights of Holders
on the relevant Record Date to receive interest on the relevant Interest Payment
Date; provided that if such payment is made on the Redemption Date it must be
received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m. New
York City time, on such date; and provided further that the Company shall not be
required to make such deposit or redeem Notes pursuant to this Section 3.02 if,
and only for so long as and to the extent restricted by, a Redemption
Restriction or after the day preceding the Transition Date.

     In the event of a Redemption Restriction, the Company shall deliver an
Officers' Certificate to the Trustee notifying the Trustee that a Redemption
Restriction has occurred, specifying the Blockage Amount and notifying the
Trustee that interest on the Blockage Amount will be paid in accordance with
Section 2.04. Prior to commencing any redemption pursuant to this Section 3.02,
the Company shall deliver to the Trustee an Officers' Certificate setting forth
in reasonable detail the Company's calculation of the Take-Out Proceeds that are
subject of the redemption pursuant to this Section 3.02.

          (b) On the Redemption Date, the Trustee or any Paying Agent shall use
such Take-Out Proceeds deposited with it pursuant to Section 3.02(a) to redeem
Notes at the redemption price set forth in the notice delivered pursuant to
Section 3.03. Each such redemption shall be applied ratably to the Notes.
Amounts deposited with the Trustee or any Paying Agent under this Section 3.02
may not be withdrawn except to effect the redemption as provided herein except
to the extent the amount on deposit exceeds the aggregate principal amount of
the outstanding Notes whereupon such excess amount shall be released to the
Company to be used in any manner not inconsistent with this indenture.

          (c) At any time on or after May 13, 2005, the Holders of not less than
a majority in aggregate principal amount of the Notes then outstanding may elect
to terminate the Company's obligations under Sections 3.02(a) and 3.02(b) (the
"Mandatory Redemption Termination Notice") effective as of the date (which date
shall not be fewer than ninety (90) days nor more than one hundred fifty (150)
days from the date of delivery of such notice to the Company) specified in such
notice as the "Transition Date"; provided, however, that (i) the right created
by this Section 3.02(c) shall terminate and cease to be of any further force or
effect in the event that the Initial Holder and its Affiliates shall cease to
hold at least a majority in aggregate principal amount of the Notes then
outstanding; and (ii) a Mandatory Redemption Termination Notice may be revoked
at any time prior to the day immediately preceding the specified Transition Date
by further written notice to the Company (with a copy to the Trustee) from the
Holders that delivered the Mandatory Redemption Termination Notice. A revoked
Mandatory Redemption Termination Notice shall have no force or effect and, upon
revocation, the right afforded by this Section 3.02(c) to deliver a Mandatory
Redemption Termination Notice shall be reinstated on the 91st day following such
revocation (subject, nevertheless, to clause (i) of the foregoing proviso). A
Mandatory Redemption Termination Notice may specify a range of days

                                       33

<PAGE>

for the Transition Date (not to exceed 30 consecutive days) with the first date
in such range not earlier than 90 days from the date the Mandatory Redemption
Termination Notice is issued and the last date not later than 150 days from the
date of issuance of such notice, provided that at least five Business Days prior
notice of the actual Transition Date must be provided to the Company and if no
such notice is given the Transition Date will occur on the last date of the
range specified in the Mandatory Redemption Termination Notice unless such
Mandatory Redemption Termination Notice has been revoked in accordance with the
immediately preceding sentence.

     Section 3.03. Notice of Redemption; Selection of Notes. (a) Notice of
redemption pursuant to Section 3.01 or Section 3.02 shall be given by the
Company to the Trustee in the manner provided in Section 1.05. In such notice,
the Company shall fix a date (which shall be a Business Day) for redemption (the
"Redemption Date") and deliver an Officers' Certificate setting forth:

     (i) the paragraph of the Notes or the Section of the Indenture pursuant to
which the redemption shall occur;

     (ii) the Redemption Date;

     (iii) the principal amount of Notes to be redeemed; and

     (iv) the applicable redemption price.

     If less than all the Notes are to be redeemed at any time, the Trustee will
select the Notes for redemption in compliance with the requirements of the
principal national securities exchange on which the Notes are listed, if any, or
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate.

     In the event of partial redemption by lot, the particular Notes to be
redeemed will be selected, not less than 20 days nor more than 40 days prior to
the Redemption Date by the Trustee from the outstanding Notes not previously
called for redemption. The Trustee will promptly notify the Company in writing
of the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected will be in amounts of $1,000 or whole multiples of
$1,000, except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000 shall be redeemed. Such notice from the Company shall be received by
the Trustee not fewer than thirty (30) days prior (or such shorter period of
time as may be acceptable to the Trustee) to the Redemption Date, and the
Trustee in the name of and at the expense of the Company, shall mail or cause to
be mailed an irrevocable notice of such redemption (a "Redemption Notice") not
fewer than twenty (20) nor more than forty (40) days prior to the Redemption
Date to each holder of Notes so to be redeemed as a whole or in part at its last
address as the same appears on the Register. Such notice shall be given in the
manner provided in Section 1.06. The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the

                                       34

<PAGE>

proceedings for the redemption of any other Note. Concurrently with the mailing
of any such Redemption Notice, the Company shall issue a press release
announcing such redemption, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the
Redemption Notice or any of the proceedings for the redemption of any Note
called for redemption.

     (b) Each such Redemption Notice shall specify:

          (i) the aggregate principal amount of Notes to be redeemed;

          (ii) the CUSIP number or numbers, if any, of the Notes being redeemed;

          (iii) the Redemption Date (which shall be a Business Day);

          (iv) the applicable redemption price at which Notes are to be
     redeemed;

          (v) the place or places of payment;

          (vi) that payment will be made upon presentation and surrender of such
     Notes;

          (vii) that Interest accrued to the date fixed for redemption on such
     Notes will be paid as specified in said notice;

          (viii) the paragraph of the Notes or the Section of the Indenture
     pursuant to which the redemption shall occur; and

          (ix) that on and after said date (unless the Company shall default in
     the payment of such Notes at the applicable redemption price) Interest
     thereon or on the portion thereof to be redeemed will cease to accrue.

     If fewer than all the Notes are to be redeemed, the Redemption Notice shall
identify the Notes to be redeemed (including CUSIP numbers, if any). In case any
Note is to be redeemed in part only, the Redemption Notice shall state the
portion of the principal amount thereof to be redeemed and shall state that, on
and after the Redemption Date, upon surrender of such Note, a new Note or Notes
in principal amount equal to the unredeemed portion thereof will be issued.

     (c) On or prior to the Redemption Date specified in the Redemption Notice
given as provided in this Section 3.03, the Company will deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its
own Paying Agent, set aside, segregate and hold in trust as provided in Section
5.03) an amount of money in immediately available funds sufficient to redeem on
the Redemption Date all the Notes (or portions thereof) so called for redemption
at the applicable redemption price; provided that if such payment is made on the
Redemption Date it must be received by the Trustee or Paying Agent, as the case
may be, by 11:00 a.m., New York City time, on such date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with the
Trustee or any Paying Agent pursuant to this Section 3.03 in excess of amounts
required hereunder to pay the applicable redemption price and accrued Interest
to, but excluding, the Redemption Date.

                                       35

<PAGE>

     (d) Notwithstanding anything in this Section 3.03 or the Notes to the
contrary, prior to the Transition Date any optional redemption pursuant to
Section 3.01 and any required redemption pursuant to Section 3.02 may be made by
the Company by providing written notice to the Holder or Holders (with a copy to
the Trustee) not less than two days in advance of such prepayment specifying the
Redemption Date and the principal amount of the Notes to be redeemed. Any such
redemption which is a partial redemption shall be made on a pro rata basis. Any
such notice given in connection with a redemption required pursuant to Section
3.02 may be revoked at any time on or prior to the day preceding the Redemption
Date, provided that any such redemption required by Section 3.02 and made
pursuant to this Section 3.03(d) shall be made not later than two days following
the date the Take-Out Proceeds are required to be deposited with the Trustee or
a Paying Agent pursuant to Section 3.02 or the day preceding the Transition
Date, if earlier, or if any such dates are not a Business Day, the next
succeeding Business Day. Any notice delivered pursuant to this Section 3.03(d)
shall constitute a "Redemption Notice".

     Section 3.04. Payment of Notes Called for Redemption by the Company. If a
Redemption Notice has been given as provided in Section 3.03, the Notes or
portion of Notes with respect to which such Redemption Notice has been given
(and not revoked in accordance with Section 3.03(d)) shall become due and
payable on the Redemption Date and at the place or places stated in such notice
at the applicable redemption price, and on and after said date (unless the
Company shall default in the payment of such Notes at the applicable redemption
price) Interest on the Notes or portion of Notes so called for redemption shall
cease to accrue and, except as provided in Section 13.04, the Holders of such
Notes shall not be entitled to any benefit under this Indenture, and the Holders
thereof shall have no right in respect of such Notes except the right to receive
the applicable redemption price thereof. On presentation and surrender of such
Notes at a place of payment specified in the Redemption Notice, the said Notes
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price.

     Upon presentation and surrender of any Note redeemed in part only, the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Note or
Notes, of authorized denominations, in principal amount equal to the unredeemed
portion of the Notes so presented and surrendered.

     Section 3.05. Repurchase of Notes by the Company at Option of the Holder
upon a Change of Control. (a) If a Change of Control shall occur at any time
prior to the Maturity Date, then each Noteholder shall have the right, at such
Holder's option, to require the Company to repurchase all of such Holder's
Notes, or any portion thereof that is a multiple of $1,000 principal amount, on
the date (the "Repurchase Date") that is specified by the Company in accordance
with Section 3.05(b) (or, if such day is not a Business Day, the next succeeding
Business Day) at a repurchase price (the "Repurchase Price") equal to 100% of
the principal amount thereof, together with accrued and unpaid Interest thereon
to, but excluding, the Repurchase Date, subject to the rights of Holders on the
relevant Record Date to receive interest on the relevant Interest Payment Date;
provided that the Company shall not be required to repurchase Notes pursuant to
this Section 3.05 if, and only for so long as, and to the extent such repurchase
is restricted by any Redemption Restriction.

                                       36

<PAGE>

          (b) On or before the thirtieth (30th) day after the occurrence of a
Change of Control, the Company, or at its written request the Trustee in the
name of and at the expense of the Company (which request must be received by the
Trustee at least five (5) Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall agree to a
shorter period), shall mail or cause to be mailed, by first class mail, to all
Holders of record on such date a notice (the "Change of Control Notice") of the
occurrence of such Change of Control and of the repurchase right at the option
of the holders arising as a result thereof to each holder of Notes at its last
address as the same appears on the Register; provided that if the Company shall
give such notice, it shall also give written notice of the Change of Control to
the Trustee at such time as it is mailed to Noteholders. Such notice, if mailed
in the manner herein provided in Section 1.06, shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice.
Concurrently with the mailing of any Change of Control Notice, the Company shall
issue a press release announcing such Change of Control referred to in the
Change of Control Notice, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the Change
of Control Notice or any proceedings for the repurchase of any Note which any
Noteholder may elect to have the Company repurchase as provided in this Section
3.05.

          Each Change of Control Notice shall specify the circumstances
constituting the Change of Control, the Repurchase Date (which must be no less
than 20 and no more than 45 days after the date of the Change of Control
Notice), the Repurchase Price, that the Holder must exercise the repurchase
right on or prior to the close of business on the Repurchase Date (the
"Repurchase Expiration Time"), that the Holder shall have the right to withdraw
any Notes surrendered prior to the Repurchase Expiration Time, a description of
the procedure which a Noteholder must follow to exercise such repurchase right
or to withdraw any surrendered Notes, the place or places where the holder is to
surrender such holder's Notes, the amount of interest accrued on each Note to
the Repurchase Date and the CUSIP number or numbers, if any, of the Notes (if
then generally in use).

          No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' repurchase rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 3.05.

          (c) Notes shall be repurchased pursuant to this Section 3.05 at the
option of the Holder upon:

               (i) delivery to the Trustee (or other Paying Agent appointed by
     the Company) by a holder of a duly completed notice (the "Repurchase
     Election") in the form set forth on the reverse of the Note at any time
     prior to the Repurchase Expiration Time; and

               (ii) delivery or book-entry transfer of the Notes to the Trustee
     (or other Paying Agent appointed by the Company) at any time after delivery
     of the Repurchase Election (together with all necessary endorsements) at
     the Corporate Trust Office of the Trustee (or other Paying Agent appointed
     by the Company) in the Borough of Manhattan, such delivery being a
     condition to receipt by the holder of the purchase price therefor;

                                       37

<PAGE>

     provided that such purchase price shall be so paid pursuant to this Section
     3.05 only if the Note so delivered to the Trustee (or other Paying Agent
     appointed by the Company) shall conform in all respects to the description
     thereof in the related Repurchase Election. All questions as to the
     validity, eligibility (including time of receipt) and acceptance of any
     Note for repurchase shall be determined by the Company, whose determination
     shall be final and binding absent manifest error.

          (d) On the Repurchase Date, the Company shall accept for payment all
Notes validly presented and surrendered in accordance with the Repurchase
Election. Provisions of this Indenture that apply to the purchase of all of a
Note also apply to the purchase of such portion of such Note. Upon presentation
and surrender of any Note repurchased in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Note or Notes, of any authorized
denomination, in aggregate principal amount equal to the portion of the Notes
presented and surrendered not repurchased.

          (e) On or prior to the Repurchase Date, the Company will deposit with
the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 5.03) an amount of cash sufficient to repurchase on the Repurchase Date
all the Notes or portions thereof to be repurchased on such date at the
Repurchase Price; provided that if such payment is made on the Repurchase Date
it must be received by the Trustee or Paying Agent, as the case may be, by 11:00
a.m., New York City time, on such date.

          If the Trustee or other Paying Agent appointed by the Company, or the
Company or an Affiliate of the Company, if it or such Affiliate is acting as the
Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all
the Notes or portions thereof that are to be repurchased as of the Repurchase
Date, on or after the Repurchase Date (i) such Notes will cease to be
outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all
other rights of the holders of such Notes will terminate, whether or not
book-entry transfer of the Notes has been made or the Notes have been delivered
to the Trustee or Paying Agent, other than the right to receive the Repurchase
Price upon delivery of the Notes.

          (f) Upon receipt by the Trustee (or other Paying Agent appointed by
the Company) of the Repurchase Election specified in Section 3.05(c), the Holder
of the Note in respect of which such Repurchase Election was given shall (unless
such Repurchase Election is validly withdrawn) thereafter be entitled to receive
solely the Repurchase Price with respect to such Note. Such Repurchase Price
shall be paid to such Holder, subject to receipt of funds and/or Notes by the
Trustee (or other Paying Agent appointed by the Company), promptly (but in no
event more than five (5) Business Days) following the later of (x) the
Repurchase Date with respect to such Note (provided the holder has satisfied the
conditions in Section 3.05(c)) and (y) the time of delivery of such Note to the
Trustee (or other Paying Agent appointed by the Company) by the holder thereof
in the manner required by Section 3.05(c).

          (g) Notwithstanding anything herein to the contrary, any Holder
delivering to the office of the Trustee (or other Paying Agent appointed by the
Company) the Repurchase Election contemplated by Section 3.05(c) shall have the
right to withdraw such Repurchase Election at

                                       38

<PAGE>

any time prior to the close of business on the Business Day preceding the
Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or
other Paying Agent appointed by the Company) specifying:

               (i) the certificate number, if any, of the Note in respect of
          which such notice of withdrawal is being submitted, or the appropriate
          Depositary information if the Note in respect of which such notice of
          withdrawal is being submitted is represented by a Global Note,

               (ii) the principal amount of the Note with respect to which such
          notice of withdrawal is being submitted, and

               (iii) the principal amount, if any, of such Note which remains
          subject to the original Repurchase Election and which has been or will
          be delivered for repurchase by the Company.

The Trustee (or other Paying Agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Repurchase Election or written
notice of withdrawal thereof.

          (h) The Company will comply with the provisions of Rule 13e-4 and
14e-1 and any other securities laws, regulations and rules under the Exchange
Act to the extent then applicable in connection with the repurchase rights of
the Holders as a result of a Change of Control.

          (i) The Trustee (or other Paying Agent appointed by the Company) shall
return to the Company any cash that remains unclaimed as provided in Section
13.04, together with interest, if any, thereon, held by them for the payment of
the Repurchase Price; provided that to the extent that the aggregate amount of
cash deposited by the Company pursuant to Section 3.05(e) exceeds the aggregate
Repurchase Price of the Notes or portions thereof which the Company is obligated
to purchase as of the Repurchase Date then, unless otherwise agreed in writing
with the Company, promptly after the Business Day following the date the
tendered Notes have been repurchased, the Trustee shall return any such excess
to the Company together with interest, if any, thereon.

                                   ARTICLE 4

                             SUBORDINATION OF NOTES

     Section 4.01. Agreement of Subordination. The Company covenants and agrees,
and each Holder of Notes issued hereunder by its acceptance thereof likewise
covenants and agrees, that all Notes shall be issued subject to the provisions
of this Article 4, and each Person holding any Notes, whether upon original
issue or upon registration of transfer, assignment or exchange thereof, accepts
and agrees to be bound by such provisions.

     The payment of the principal of, premium, if any, and Interest on all Notes
(including, but not limited to, the applicable redemption price with respect to
Notes called for redemption in accordance with Section 3.01, Section 3.02 or
Section 3.05) issued hereunder shall, to the extent

                                       39

<PAGE>

and in the manner hereinafter set forth, be subordinated and junior in right of
payment to the prior payment in full in cash or Cash Equivalents of all Senior
and Senior Subordinated Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred. This Article 4 shall constitute a continuing
offer to all Persons who become holders of, or continue to hold, Senior and
Senior Subordinated Indebtedness, and such provisions are made for the benefit
of the holders of Senior and Senior Subordinated Indebtedness and such holders
are made obligees hereunder and any one or more of them or any Representative
may enforce such provisions.

     No provision of this Article 4 shall prevent the occurrence of any Default
or Event of Default hereunder or have any effect on the rights of the Holders of
the Notes or the Trustee to accelerate the maturity of the Notes.

     Section 4.02. Payments to Noteholders. No payment shall be made with
respect to the principal of, premium, if any, or Interest on the Notes (other
than through the issuance of PIK Notes, Permitted Junior Securities and payments
and distributions made pursuant to Article 13 from monies deposited with the
Trustee pursuant thereto prior to commencement of proceedings for such
dissolution, winding up, liquidation or reorganization), if a default on any
Designated Senior Indebtedness occurs and is continuing that then permits
holders of such Designated Senior Indebtedness to accelerate its maturity (or in
the case of any lease that is Senior or Senior Subordinated Indebtedness, a
default occurs and is continuing that then permits the lessor to accelerate all
future payments under the lease following an event of default thereunder).

     The Company may and shall resume payments on and distributions in respect
of the Notes (including, but not limited to, the applicable redemption price
with respect to Notes called for redemption in accordance with Section 3.01 or
Section 3.02) upon:

               (1) the date upon which any and all such defaults are cured or
          waived or ceases to exist; or

               (2) upon the earlier of the payment in full in cash or Cash
          Equivalents of the obligations outstanding under, and the satisfaction
          and discharge or defeasance of, all Designated Senior Indebtedness or
          upon the consent of the Representatives of all Designated Senior
          Indebtedness.

     Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior and Senior Subordinated Indebtedness shall first be paid in full in cash
or Cash Equivalents before any payment is made on account of the principal of,
premium, if any, or Interest on the Notes (except payments made through the
issuance of Permitted Junior Securities or made pursuant to Article 13 from
monies deposited with the Trustee pursuant thereto prior to commencement of
proceedings for such dissolution, winding up, liquidation or reorganization),
and upon any such dissolution or winding up or liquidation or reorganization of
the Company or bankruptcy, insolvency, receivership or other similar proceeding,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or

                                       40

<PAGE>

securities, to which the holders of the Notes or the Trustee would be entitled,
except for the provisions of this Article 4, shall (except as aforesaid) be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the holders of
the Notes or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior and Senior Subordinated Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior and Senior
Subordinated Indebtedness held by such holders, or as otherwise required by law
or a court order) or their Representative or Representatives, as their
respective interests may appear, to the extent necessary to pay all Senior and
Senior Subordinated Indebtedness in full in cash or Cash Equivalents, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior and Senior Subordinated Indebtedness, before any payment or distribution
is made to the holders of the Notes or to the Trustee.

     For purposes of this Article 4, the words, "cash, property or securities"
shall not be deemed to include shares of Common Stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 4 with respect
to the Notes to the payment of all Senior and Senior Subordinated Indebtedness
which may at the time be outstanding ("Permitted Junior Securities"); provided
that (i) the Senior and Senior Subordinated Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior and Senior Subordinated Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 12 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 4.02 if such
other Person shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article 12.

     If payment of the Notes is accelerated because of an Event of Default, the
Company or, at the Company's request and expense, the Trustee shall promptly
notify holders of Senior and Senior Subordinated Indebtedness of the
acceleration. In the event of the acceleration of the Notes because of an Event
of Default, no payment or distribution shall be made to the Trustee or any
holder of Notes in respect of the principal of, premium, if any, or Interest on
the Notes (including, but not limited to, the applicable redemption price with
respect to Notes called for redemption in accordance with Section 3.01, Section
3.02 or Section 3.05), until all Senior and Senior Subordinated Indebtedness has
been paid in full in cash or Cash Equivalents or Representatives of holders of
all Designated Senior Indebtedness have consented thereto, except payments and
distributions made through the issuance of PIK Notes (received prior to the
occurrence of a proceeding of the type described two paragraphs above),
Permitted Junior Securities and payments and distributions made pursuant to
Article 13 from monies deposited with the Trustee pursuant thereto prior to such
acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing

                                       41

<PAGE>

provisions in this Section 4.02, shall be received by the Trustee or the holders
of the Notes before all Senior and Senior Subordinated Indebtedness is paid in
full in cash or Cash Equivalents or provision is made for such payment thereof
in accordance with its terms, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of
Senior and Senior Subordinated Indebtedness or their Representative or
Representatives, as their respective interests may appear, as calculated by the
Company, for application to the payment of any Senior and Senior Subordinated
Indebtedness remaining unpaid to the extent necessary to pay all Senior and
Senior Subordinated Indebtedness in full in cash or Cash Equivalents, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior and Senior Subordinated Indebtedness. Notwithstanding the foregoing,
no Holder shall be required pursuant to this paragraph to turn over any payment
received by it prior to the commencement of any proceeding of the type described
three paragraphs above unless such holder has received written notice within 100
days of the date of receipt of such payment that such payment was not permitted
under the terms of this Article 4.

     Nothing in this Article 4 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.03 (clause "First") or Section 8.06.

     Section 4.03. Subrogation of Notes. Subject to the payment in full in cash
or Cash Equivalents of all Senior and Senior Subordinated Indebtedness, the
rights of the holders of the Notes shall be subrogated to the extent of the
payments or distributions made to the holders of such Senior and Senior
Subordinated Indebtedness pursuant to the provisions of this Article 4 (equally
and ratably with the holders of all Indebtedness of the Company which by its
express terms pari passu to the Notes) to the rights of the holders of Senior
and Senior Subordinated Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to the Senior and Senior
Subordinated Indebtedness until the principal, premium, if any, and Interest on
the Notes shall be paid in full, and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior and Senior Subordinated
Indebtedness of any cash, property or securities to which the holders of the
Notes or the Trustee would be entitled except for the provisions of this Article
4, and no payment pursuant to the provisions of this Article 4, to or for the
benefit of the holders of Senior and Senior Subordinated Indebtedness by holders
of the Notes or the Trustee, shall, as among the Company, its creditors other
than holders of Senior and Senior Subordinated Indebtedness, and the holders of
the Notes, be deemed to be a payment by the Company to or on account of the
Senior and Senior Subordinated Indebtedness, and no payments or distributions of
cash, property or securities to or for the benefit of the holders of the Notes
pursuant to the subrogation provisions of this Article 4, which would otherwise
have been paid to the holders of Senior and Senior Subordinated Indebtedness,
shall be deemed to be a payment by the Company to or for the account of the
Notes. It is understood that the provisions of this Article 4 are intended
solely for the purposes of defining the relative rights of the holders of the
Notes, on the one hand, and the holders of such Senior and Senior Subordinated
Indebtedness, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior and Senior Subordinated Indebtedness, and the
holders of the Notes, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Notes the principal of, premium, if
any, and Interest on the Notes as and when the same shall become due and

                                       42

<PAGE>

payable in accordance with their terms, or is intended to or shall affect the
relative rights of the holders of the Notes and creditors of the Company other
than the holders of the Senior and Senior Subordinated Indebtedness, nor shall
anything herein or therein prevent the Trustee or, subject to Section 7.04, the
holder of any Note from exercising all remedies otherwise permitted by
applicable law upon Default under this Indenture, subject to the rights, if any,
under this Article 4 of the holders of Senior and Senior Subordinated
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

     Section 4.04. Authorization to Effect Subordination. Each holder of a Note
by the holder's acceptance thereof authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 4 and appoints the
Trustee to act as the Holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the third paragraph of Section
7.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Senior and Senior Subordinated Indebtedness or
their Representatives are hereby authorized to file an appropriate claim for and
on behalf of the holders of the Notes.

     Section 4.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any Paying Agent of any fact known to the Company that would
prohibit the making of any payment of monies to or by the Trustee or any Paying
Agent in respect of the Notes pursuant to the provisions of this Article 4.
Notwithstanding the provisions of this Article 4 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article 4,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a holder or holders of
Senior and Senior Subordinated Indebtedness, and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 8.01, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if on a date not less than two (2) Business Days prior to the date upon
which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of the principal of, or premium, if
any, or Interest on any Note) the Trustee shall not have received, with respect
to such monies, the notice provided for in this Section 4.05, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to apply monies received to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it on or after such prior date.

     The Trustee, subject to the provisions of Section 8.01, shall be entitled
to rely on the delivery to it of a written notice by a Representative or a
person representing himself to be a holder of Senior and Senior Subordinated
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a Representative or a holder of Senior and Senior
Subordinated Indebtedness or a trustee on behalf of any such holder or holders.
The Trustee shall not be required to make any payment or distribution to or on
behalf of a holder of Senior and Senior Subordinated Indebtedness pursuant to
this Article 4 unless it has received satisfactory evidence as to the amount of
Senior and Senior Subordinated Indebtedness held by

                                       43

<PAGE>

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 4.

     Section 4.06. Trustee's Relation to Senior and Senior Subordinated
Indebtedness. The Trustee, in its individual capacity, shall be entitled to all
the rights set forth in this Article 4 in respect of any Senior and Senior
Subordinated Indebtedness at any time held by it, to the same extent as any
other holder of Senior and Senior Subordinated Indebtedness, and nothing in
Section 8.13 or elsewhere in this Indenture shall deprive the Trustee of any of
its rights as such holder.

     With respect to the holders of Senior and Senior Subordinated Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 4, and no implied
covenants or obligations with respect to the holders of Senior and Senior
Subordinated Indebtedness shall be read into this Indenture against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior and Senior Subordinated Indebtedness and, subject to the provisions of
Section 8.01, the Trustee shall not be liable to any holder of Senior and Senior
Subordinated Indebtedness (i) for any failure to make any payments or
distributions to such holder or (ii) if it shall pay over or deliver money to
holders of Notes, the Company or any other Person in compliance with this
Article 4.

     Section 4.07. No Impairment of Subordination. No right of any present or
future holder of any Senior and Senior Subordinated Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with. Senior and Senior Subordinated Indebtedness may be created,
renewed or extended and holders of Senior and Senior Subordinated Indebtedness
may exercise any rights under any instrument creating or evidencing such Senior
and Senior Subordinated Indebtedness, including, without limitation, any waiver
of default thereunder, without any notice to or consent from the holders of the
Notes 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 the Senior and
Senior Subordinated Indebtedness or any terms or conditions of any instrument
creating or evidencing such Senior and Senior Subordinated Indebtedness shall in
any way alter or affect any of the provisions of this Article 4 or the
subordination of the Notes provided thereby.

     Section 4.08. Article Applicable to Paying Agents. If at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article 4 shall
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article 4 in addition to or
in place of the Trustee; provided, however, that the first paragraph of Section
4.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

                                       44

<PAGE>

     The Trustee shall not be responsible for the actions or inactions of any
other Paying Agents (including the Company if acting as its own Paying Agent)
and shall have no control of any funds held by such other Paying Agents.

     Section 4.09. Senior and Senior Subordinated Indebtedness Entitled to Rely.
The holders of Senior and Senior Subordinated Indebtedness (including, without
limitation, Designated Senior Indebtedness) shall have the right to rely upon
this Article 4, and no amendment or modification of the provisions contained
herein shall diminish the rights of such holders unless such holders shall have
agreed in writing thereto.

     Section 4.10. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article 4, the Trustee, subject to the provisions of Section 8.02 hereof,
and the Noteholders shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which any such 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 Noteholders, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of Senior
and Senior Subordinated Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 4.

                                    ARTICLE 5

                       PARTICULAR COVENANTS OF THE COMPANY

     Section 5.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of the Holders that it will duly and
punctually pay or cause to be paid the principal of and premium, if any
(including, but not limited to, the applicable redemption price with respect to
Notes called for redemption in accordance with Section 3.01 or Section 3.02 or
the Repurchase Price with respect to Notes submitted for repurchase in
accordance with Section 3.05), and Interest, on each of the Notes at the places,
at the respective times and in accordance with and subject to the terms of the
Notes and this Indenture.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1.00% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

     Section 5.02. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

                                       45

<PAGE>

     Section 5.03. Provisions as to Paying Agent. (a) If the Company shall
appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint
such a Paying Agent, the Company will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 5.03:

               (1) that it will hold all sums held by it as such agent for the
          payment of the principal of and premium, if any, or Interest on the
          Notes (whether such sums have been paid to it by the Company or by any
          other obligor on the Notes) in trust for the benefit of the holders of
          the Notes;

               (2) that it will give the Trustee notice of any failure by the
          Company (or by any other obligor on the Notes) to make any payment of
          the principal of and premium, if any, or Interest on the Notes when
          the same shall be due and payable; and

               (3) that at any time during the continuance of an Event of
          Default, upon request of the Trustee, it will forthwith pay to the
          Trustee all sums so held in trust.

     The Company shall, on or before each due date of the principal of, premium,
if any, or Interest on the Notes, deposit with the Paying Agent a sum (in funds
which are immediately available on the due date for such payment) sufficient to
pay such principal, premium, if any, or Interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of any failure to
take such action; provided that if such deposit is made on the due date, such
deposit shall be received by the Paying Agent by 11:00 a.m., New York City time,
on such date.

          (b) If the Company shall at any time act as its own Paying Agent with
respect to the Notes, it will, on or before each due date of the principal of,
premium, if any, or Interest on the Notes, set aside, segregate and hold in
trust for the benefit of the holders of the Notes a sum sufficient to pay such
principal, premium, if any, or Interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as provided herein and will
promptly notify the Trustee of any failure to take such action and of any
failure by the Company (or any other obligor under the Notes) to make any
payment of the principal of, premium, if any, or Interest on the Notes when the
same shall become due and payable.

          (c) Anything in this Section 5.03 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any Paying Agent hereunder
as required by this Section 5.03, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any Paying Agent
to the Trustee, the Company or such Paying Agent shall be released from all
further liability with respect to such sums.

          (d) Anything in this Section 5.03 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.03 is subject to
Sections 13.03 and 13.04.

                                       46

<PAGE>

     The Trustee shall not be responsible for the actions of any other Paying
Agent (including the Company if acting as its own Paying Agent) and shall have
no control of any funds held by such other Paying Agents.

     Section 5.04. Existence. Subject to Articles 11 and 12, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Noteholders.

     Section 5.05. Rule 144A Information Requirement. Within the period prior to
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes which continue to be Restricted Notes in connection
with any sale thereof and any prospective purchaser of Notes designated by such
holder or beneficial holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any holder or beneficial
holder of the Notes and it will take such further action as any holder or
beneficial holder of such Notes may reasonably request, all to the extent
required from time to time to enable such holder or beneficial holder to sell
its Notes without registration under the Securities Act within the limitation of
the exemption provided by Rule 144A, as such Rule may be amended from time to
time. Upon the request of any holder or any beneficial holder of the Notes, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

     Section 5.06. Stay, Extension and Usury Laws. The Company covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law or other law which would prohibit or forgive
the Company from paying all or any portion of the principal of, premium, if any,
or Interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted. The
foregoing shall not limit the terms of Section 2.04(a).

     Section 5.07. Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company (which fiscal year of the Company is presently the twelve
calendar months ending December 31), a certificate signed by either 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 Default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in Default, specifying all such defaults and the nature and the
status thereof of which the signer may have knowledge.

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<PAGE>

     The Company will deliver to the Trustee, promptly upon becoming aware of
(i) any Default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or (ii) any Event of Default, an
Officers' Certificate specifying with particularity such Default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.

     Any notice required to be given under this Section 5.07 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.

     Section 5.08. Liquidated Damages Notice. In the event that the holders of
the Notes are entitled to Liquidated Damages pursuant to any Exchange and
Registration Rights Agreement, the Company will provide written notice
("Liquidated Damages Notice") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen (15) days prior to the proposed payment date for
the Liquidated Damages, and the Liquidated Damages Notice shall set forth the
amount of Liquidated Damages to be paid by the Company on such payment date. The
Company may pay Liquidated Damages by adding such amounts to the principal
amount of the Notes (in lieu of paying such amounts in cash) on the same terms
as Interest under Section 2.03. The Trustee shall not at any time be under any
duty or responsibility to any holder of Notes to determine the Liquidated
Damages, or with respect to the nature, extent or calculation of the amount of
Liquidated Damages when made, or with respect to the method employed in such
calculation of the Liquidated Damages.

     Section 5.09. Limitation on Restricted Payments. The Company agrees that if
a Default has occurred, then the Company will not and will not permit any of its
Subsidiaries to, directly or indirectly, do any of the following (each, a
"Restricted Payment"):

          (a) declare or pay any dividends on, make distributions regarding, or
redeem, purchase, acquire or make any liquidation payment with respect to, any
of the Common Stock (including, without limitation, any payment in connection
with any merger or consolidation involving the Company or any of its
Subsidiaries), other than:

               (i) purchases of Common Stock in connection with employee or
     agent benefit plans or under any dividend reinvestment plan not to exceed
     $6.0 million in any 12 month period except to the extent required by the
     terms of such plans or by applicable law;

               (ii) in connection with the reclassifications of any class or
     series of Common Stock, or the exchange or conversion of one class or
     series of Common Stock for or into another class or series of Common Stock;

               (iii) the purchase of fractional interests in shares of Common
     Stock in connection with the conversion or exchange provisions of that
     capital stock or the security being converted or exchanged;

               (iv) dividends or distributions in the Company's Qualified
     Capital Stock, or options, warrants or rights to acquire Qualified Capital
     Stock, or repurchases or redemptions of capital stock solely from the
     issuance or exchange of Qualified Capital Stock;

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<PAGE>

               (v) any declaration of a dividend in connection with the
     implementation of a shareholders' rights plan, or issuances of stock under
     any such plan in the future, or redemptions or repurchases of any such
     rights pursuant to any such shareholders' rights plan; or

               (vi) repurchases of Common Stock in connection with acquisitions
     of businesses made by the Company or any of its Subsidiaries (which
     repurchases are made in connection with the satisfaction of indemnification
     obligations of the sellers of such businesses); or

          (b) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of any Person of which the Company
is a Subsidiary.

     Section 5.10. Limitation on Restrictions on Certain Payments. The Company
agrees that neither it nor any of its Subsidiaries will include in any
Indebtedness due from the Company or any of its Subsidiaries to the Company or
any of its Subsidiaries any restrictions on payments in respect of the Notes of
the types specified in Sections 3.02 and 3.05 hereof.

                                    ARTICLE 6

                         NOTEHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     Section 6.01. Noteholders' Lists. The Company covenants and agrees that, if
the Trustee is not acting as the sole Registrar, the Company will furnish or
cause to be furnished to the Trustee, semiannually, at least seven Business Days
before each Interest Payment Date, and at such other times as the Trustee may
request in writing, within thirty (30) days after receipt by the Company of any
such request (or such lesser time as the Trustee may reasonably request in order
to enable it to timely provide any notice to be provided by it hereunder), a
list in such form as the Trustee may reasonably require of the names and
addresses of the holders of Notes as of a date not more than fifteen (15) days
(or such other date as the Trustee may reasonably request in order to so provide
any such notices) prior to the time such information is furnished and the
Company shall otherwise comply with TIA (S) 312(a).

     Section 6.02. Preservation and Disclosure of Lists. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Notes contained in the most recent
list furnished to it as provided in Section 6.01 or maintained by the Trustee in
its capacity as Registrar or co-registrar in respect of the Notes, if so acting
and shall otherwise comply with TIA (S) 312(a). The Trustee may destroy any list
furnished to it as provided in Section 6.01 upon receipt of a new list so
furnished.

          (b) The rights of Noteholders to communicate with other holders of
Notes with respect to their rights under this Indenture or under the Notes, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

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<PAGE>

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

     Section 6.03. Reports by Trustee. (a) Within sixty (60) days after December
15 of each year commencing with the year 2003, the Trustee shall transmit to
holders of Notes such reports dated as of December 15 of the year in which such
reports are made concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.

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

     Section 6.04. Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Notes, such information,
documents and other reports and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act, whether or not the Notes are governed by such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15 (d) of the Exchange Act shall
be filed with the Trustee within fifteen (15) days after the same is so required
to be filed with the Commission. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on an Officers' Certificates).

                                    ARTICLE 7

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                             ON AN EVENT OF DEFAULT

     Section 7.01. Events of Default. In case one or more of the following
events (each an "Event of Default") (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:

          (a) default in the payment of any installment of Interest upon any of
the Notes as and when the same shall become due and payable, and continuance of
such default for a period of ten (10) days, whether or not the payment is
prohibited by the provisions of Article 4 hereof; or

                                       50

<PAGE>

          (b) default in the payment of the principal of or premium, if any, on
any of the Notes as and when the same shall become due and payable either at
maturity or in connection with any redemption, required repurchase by
acceleration or otherwise (other than due to a Redemption Restriction), whether
or not the payment is prohibited by the provisions of Article 4 hereof; or

          (c) failure to provide notice of the occurrence of a Change of Control
on a timely basis as required by Section 3.05 continued for a period of ten (10)
days after the date on which written notice of such failure, requiring the
Company to remedy the same, shall have been given to the Company by the Trustee,
or the Company and a Responsible Officer of the Trustee by the holders of at
least twenty-five percent (25%) in aggregate principal amount of the Notes at
the time outstanding determined in accordance with Section 2.08; or

          (d) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the Notes or
in this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section 7.01 specifically dealt
with) continued for a period of sixty (60) days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or the Company and a Responsible
Officer of the Trustee by the holders of at least twenty-five percent (25%) in
aggregate principal amount of the Notes at the time outstanding determined in
accordance with Section 2.08; or

          (e) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to the Company
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Company, or shall
make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due; or

          (f) an involuntary case or other proceeding shall be commenced against
the Company seeking liquidation, reorganization or other relief with respect to
the Company or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of sixty
(60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 7.01(e) or 7.01(f)), unless the principal of all of the Notes shall
have already become due and payable, either the Trustee or the holders of not
less than twenty-five percent (25%) in aggregate principal amount of the Notes
then outstanding hereunder determined in accordance with Section 2.08, by notice
in writing to the Company (and to the Trustee if given by Noteholders), may
declare the principal of and premium, if any, on all the Notes and the Interest
accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Notes contained to the contrary

                                       51

<PAGE>

notwithstanding. If an Event of Default specified in Section 7.01(e) or 7.01(f)
occurs, the principal of all the Notes and the Interest accrued thereon shall be
immediately and automatically due and payable without necessity of further
action. If, at any time after the principal of the Notes shall have been so
declared due and payable pursuant to this Section 7.01, and before any judgment
or decree for the payment of the monies due shall have been obtained or entered
as hereinafter provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of Interest upon all Notes and
the principal of and premium, if any, on any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue installments
of Interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal and premium, if any, at the rate borne by
the Notes, plus 1.00% per annum, to the date of such payment or deposit) and
amounts due to the Trustee pursuant to Section 8.06, and if any and all defaults
under this Indenture, other than the nonpayment of principal of and premium, if
any, and accrued Interest on Notes which shall have become due by acceleration,
shall have been cured or waived pursuant to Section 7.07, then and in every such
case the holders of a majority in aggregate principal amount of the Notes then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults or Events of Default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or Event of Default, or shall impair any
right consequent thereon. The Company shall notify in writing a Responsible
Officer of the Trustee, promptly upon becoming aware thereof, of any Event of
Default.

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

     Section 7.02. Payments of Notes on Default; Suit Therefor. The Company
covenants that (a) in case Default shall be made in the payment of any
installment of Interest upon any of the Notes as and when the same shall become
due and payable, and such Default shall have continued for a period of ten (10)
days, or (b) in case Default shall be made in the payment of the principal of or
premium, if any, on any of the Notes as and when the same shall have become due
and payable, whether at maturity of the Notes or in connection with any
redemption, repurchase, acceleration, declaration or otherwise, then, subject to
Article 4, upon demand of the Trustee, the Company will pay to the Trustee, for
the benefit of the holders of the Notes, the whole amount that then shall have
become due and payable on all such Notes for principal and premium, if any, or
Interest, as the case may be, with interest upon the overdue principal and
premium, if any, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
amounts due the Trustee under Section 8.06. Until such demand by the Trustee,
the Company may pay the principal of and premium, if any, and Interest on the
Notes to the registered holders, whether or not the Notes are overdue.

                                       52

<PAGE>

     In case the Company shall fail forthwith to pay such amounts upon such
demand, subject to Article 4, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on the Notes and collect in the manner provided by law out of
the property of the Company or any other obligor on the Notes wherever situated
the monies adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Notes under Title 11
of the United States Code, or any other applicable law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the
Company or such other obligor, the property of the Company or such other
obligor, or in the case of any other judicial proceedings relative to the
Company or such other obligor upon the Notes, or to the creditors or property of
the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 7.02, shall subject to
Article 4 be entitled to take any and all actions authorized under the TIA and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and Interest
owing and unpaid in respect of the Notes, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
Noteholders allowed in such judicial proceedings relative to the Company or any
other obligor on the Notes, its or their creditors, or its or their property,
and to collect and receive any monies or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of any
amounts due the Trustee under Section 8.06, and any receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Noteholders to make such payments
to the Trustee, and, in the event that the Trustee shall consent to the making
of such payments directly to the Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees and expenses incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation,
expenses, advances and disbursements out of the estate in any such proceedings
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, monies,
securities and other property which the holders of the Notes may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Notes, may be enforced by the Trustee without the possession of any
of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or 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 Notes.

                                       53

<PAGE>

     In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings. No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes 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 7.03. Application of Monies. Any monies collected by the Trustee
pursuant to this Article 7 and, after an Event of Default, any other money or
other property distributable in respect of the Company's obligations under this
Indenture shall be applied in the following order, at the date or dates fixed by
the Trustee for the distribution of such monies, upon presentation and surrender
of the several Notes, and stamping thereon the payment, if only partially paid,
and upon surrender thereof, if fully paid:

     FIRST: To the Trustee (including any predecessor Trustee) for the payment
of all amounts due under Section 8.06;

     SECOND: In case the principal of the outstanding Notes shall not have
become due and be unpaid, subject to the provisions of Article 4, to the payment
of Interest on the Notes in default in the order of the maturity of the
installments of such Interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of Interest at
the rate borne by the Notes plus 1.00% per annum, such payments to be made
ratably to the Persons entitled thereto;

     THIRD: In case the principal of the outstanding Notes shall have become
due, by declaration or otherwise, and be unpaid, subject to the provisions of
Article 4, to the payment of the whole amount then owing and unpaid upon the
Notes for principal and premium, if any, and Interest, with interest on the
overdue principal and premium, if any, and (to the extent that such interest has
been collected by the Trustee) upon overdue installments of Interest at the rate
borne by the Notes plus 1.00% per annum, and in case such monies shall be
insufficient to pay in full the whole amounts so due and unpaid upon the Notes,
then to the payment of such principal and premium, if any, and Interest without
preference or priority of principal and premium, if any, over Interest, or of
Interest over principal and premium, if any, or of any installment of Interest
over any other installment of Interest, or of any Note over any other Note,
ratably to the aggregate of such principal and premium, if any, and accrued and
unpaid Interest; and

     FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

     Section 7.04. Proceedings by Noteholder. No holder of any Note shall have
any right by virtue of or by reference to any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the

                                       54

<PAGE>

holders of not less than twenty-five percent (25%) in aggregate principal amount
of the Notes then outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable security or
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for sixty (60) days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 7.07; it being understood and intended, and being expressly
covenanted by the taker and holder of every Note with every other taker and
holder and the Trustee, that no one or more holders of Notes shall have any
right in any manner whatever by virtue of or by reference to any provision of
this Indenture to affect, disturb or prejudice the rights of any other holder of
Notes, or to obtain or seek to obtain priority over or preference to any other
such holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Notes (except as otherwise provided herein). For the protection and enforcement
of this Section 7.04, each and every Noteholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Note (but subject to Article 4), the right of any holder of any Note to
receive cash payment of the principal of and premium, if any (including, but not
limited to, the applicable redemption price with respect to Notes called for
redemption in accordance with Section 3.01 or Section 3.02 or the Repurchase
Price with respect to Notes submitted for repurchase in accordance with Section
3.05), and accrued Interest on such Note, on or after the respective due dates
expressed in such Note or in the event of redemption, or to institute suit for
the enforcement of any such payment on or after such respective dates against
the Company shall not be impaired or affected without the consent of such
holder.

     The right of any holder to institute any action or proceeding shall also be
subject to the restrictions of Article 4.

     Section 7.05. Proceedings by Trustee. Subject to Article 4, in case of an
Event of Default, the Trustee may proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

     Section 7.06. Remedies Cumulative and Continuing. Except as provided in
Section 7.04, all powers and remedies given by this Article 7 to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any default or Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed

                                       55

<PAGE>

to be a waiver of any such default or any acquiescence therein, and, subject to
the provisions of Section 7.04, every power and remedy given by this Article 7
or by law to the Trustee or to the Noteholders may be exercised from time to
time.

     Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority
of Noteholders. The holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 2.08 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; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture or would involve the
Trustee in personal liability or expense, (b) the Trustee may take any other
action which is not inconsistent with such direction and (c) the Trustee may
decline to take any action that would benefit some Noteholder to the detriment
of other Noteholders. The holders of a majority in aggregate principal amount of
the Notes at the time outstanding determined in accordance with Section 2.08
may, on behalf of the holders of all of the Notes, waive any past Default or
Event of Default hereunder and its consequences except (i) a Default in the
payment of Interest or premium, if any, on, or the principal of, the Notes, (ii)
a Default in the payment of the applicable redemption price pursuant to Article
3, (iii) a Default in the payment of the Repurchase Price pursuant to Article 3
or (iv) a Default in respect of a covenant or provisions hereof which under
Article 11 cannot be modified or amended without the consent of the holders of
each or all Notes then outstanding or affected thereby. Upon any such waiver,
the Company, the Trustee and the holders of the Notes shall be restored to their
former positions and rights hereunder; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon. Whenever any Default or Event of Default hereunder shall have been
waived as permitted by this Section 7.07, said Default or Event of Default shall
for all purposes of the Notes and this Indenture be deemed to have been cured
and to be not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.

     Section 7.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Noteholders, as the names and addresses of such
holders appear upon the Register, notice of all Defaults known to a Responsible
Officer, unless such Defaults shall have been cured or waived before the giving
of such notice; provided that except in the case of Default in the payment of
the principal of, or premium, if any, or Interest on any of the Notes, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Noteholders.

     Section 7.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, 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; provided that the provisions of this

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Section 7.09 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than ten percent in principal amount
of the Notes at the time outstanding determined in accordance with Section 2.08,
or to any suit instituted by any Noteholder for the enforcement of the payment
of the principal of or premium, if any, or Interest on any Note on or after the
due date expressed in such Note.

                                    ARTICLE 8

                                   THE TRUSTEE

     Section 8.01. Duties and Responsibilities of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee, and in the
absence of negligence, bad faith or willful misconduct on the part of the
Trustee, the Trustee may conclusively rely as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but, in the case of any such certificates or opinions which by any
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. In case an Event of Default
has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

     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:

          (a) prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred:

               (i) the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture and the Trust Indenture
     Act, and the Trustee shall not be liable except for the performance of such
     duties and obligations as are specifically set forth in this Indenture and
     no implied covenants or obligations shall be read into this Indenture and
     the Trust Indenture Act against the Trustee; and

               (ii) in the absence of negligence, bad faith or willful
     misconduct on the part of the Trustee, the Trustee may conclusively rely as
     to the truth of the statements and the correctness of the opinions
     expressed therein, upon any certificates or opinions furnished to the
     Trustee and conforming to the requirements of this Indenture; but, in the
     case of any such certificates or opinions which by any 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;

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

          (c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the written
direction of the holders of not less than a majority in principal amount of the
Notes at the time "outstanding" determined as provided in Section 2.08 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;

          (d) this paragraph shall not be construed to limit the effect of the
penultimate paragraph of this Section 8.01;

          (e) the Trustee shall not be liable in respect of any payment (as to
the correctness of amount, entitlement to receive or any other matters relating
to payment) or notice effected by the Company or any Paying Agent or any records
maintained by any co-registrar with respect to the Notes; and

          (f) if any party fails to deliver a notice relating to an event the
fact of which, pursuant to this Indenture, requires notice to be sent to the
Trustee, the Trustee may conclusively rely on its failure to receive such notice
as reason to act as if no such event occurred.

     The Trustee shall not be deemed to have knowledge or notice of any Default
or Event of Default hereunder unless a Responsible Officer of the Trustee shall
have received at the Corporate Trust Office written notice of such default or
Event of Default from the Company or the holders of at least 10% in aggregate
principal amount of the Notes and such notice refers to such Default or Event of
Default, the Notes and the Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     Whether or not therein 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 8.01.

     Section 8.02. Reliance on Documents, Opinions, Etc.. Except as otherwise
provided in Section 8.01:

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

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

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

          (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Noteholders pursuant to the provisions of this
Indenture, unless such Noteholders shall have offered to the Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby;

          (e) 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 or
other paper or document, but the Trustee 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;

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

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

          (h) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

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

     Section 8.03. No Responsibility For Recitals, Etc. The recitals contained
herein and in the Notes (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the

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Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

     Section 8.04. Trustee, Paying Agents or Registrar May Own Notes. The
Trustee, any Paying Agent or any Registrar, in its individual or any other
capacity, may become the owner or pledgee of Notes with the same rights it would
have if it were not Trustee, Paying Agent or Registrar.

     Section 8.05. Monies to Be Held in Trust. Subject to the provisions of
Section 13.04, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

     Section 8.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation for all services rendered by it hereunder in any
capacity (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to in writing
between the Company and the Trustee, and the Company will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
reasonably incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence, bad faith or willful misconduct. The Company also covenants to
indemnify the Trustee and any predecessor Trustee (or any officer, director or
employee of the Trustee and such predecessor Trustee), in any capacity under
this Indenture and its agents and any authenticating agent for, and to hold them
harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence, bad faith or willful misconduct on the part of the Trustee
or such officers, directors, employees and agent or authenticating agent, as the
case may be, and arising out of or in connection with the acceptance or
administration of this trust or in any other capacity hereunder, including the
costs and expenses of defending themselves against any claim (whether asserted
by the Company, any Holder or any other Person) of liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
obligations of the Company under this Section 8.06 to compensate or indemnify
the Trustee (or any predecessor Trustee) and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that of
the Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of particular Holders. The obligation
of the Company under this Section and such lien shall survive the satisfaction
and discharge of this Indenture, the resignation or removal of the Trustee and
the termination of this Indenture for any reason.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.01(e) or (f)
with respect to the Company

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occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy, insolvency or
similar laws.

     Section 8.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

     Section 8.08. Conflicting Interests of Trustee. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture.

     Section 8.09. Eligibility of Trustee. There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 8.10. Resignation or Removal of Trustee. (a) The Trustee may at any
time resign by giving written notice of such resignation to the Company and to
the holders of Notes. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
sixty (60) days after the mailing of such notice of resignation to the
Noteholders, the resigning Trustee may, upon ten (10) Business Days' notice to
the Company and the Noteholders, appoint a successor identified in such notice
or may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor trustee, or, if any Noteholder
who has been a bona fide holder of a Note or Notes for at least six (6) months
may, subject to the provisions of Section 7.09, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

          (b) In case at any time any of the following shall occur:

               (i) the Trustee shall fail to comply with Section 8.08 after
     written request therefor by the Company or by any Noteholder who has been a
     bona fide holder of a Note or Notes for at least six (6) months; or

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               (ii) the Trustee shall cease to be eligible in accordance with
     the provisions of Section 8.09 and shall fail to resign after written
     request therefor by the Company or by any such Noteholder; or

               (iii) 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, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 7.09, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six (6) 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; provided that
if no successor Trustee shall have been appointed and have accepted appointment
sixty (60) days after either the Company or the Noteholders has removed the
Trustee, or the Trustee resigns, the Trustee so removed may petition, at the
expense of the Company, any court of competent jurisdiction for an appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

          (c) The holders of a majority in aggregate principal amount of the
Notes at the time outstanding may at any time remove the Trustee and nominate a
successor trustee which shall be deemed appointed as successor trustee unless,
within ten (10) days after notice to the Company of such nomination, the Company
objects thereto, in which case the Trustee so removed or any Noteholder, or if
such Trustee so removed or any Noteholder fails to act, the Company, upon the
terms and conditions and otherwise as in Section 8.10(a) provided, may petition
any court of competent jurisdiction for an appointment of a successor trustee.

          (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

     Section 8.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or

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collected by such trustee as such, except for funds held in trust for the
benefit of holders of particular Notes, to secure any amounts then due it
pursuant to the provisions of Section 8.06.

     No successor trustee shall accept appointment as provided in this Section
8.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 8.08 and be eligible under the
provisions of Section 8.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, the Company (or the former trustee or successor trustee, at the
written direction of the Company) shall mail or cause to be mailed notice of the
succession of such trustee hereunder to the holders of Notes at their addresses
as they shall appear on the Register. If the Company fails to mail such notice
within ten (10) days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Company.

     Section 8.12. Succession by Merger. Any Person into which the Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee (including any trust created by this
Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any Person succeeding to all or
substantially all of the corporate trust business of the Trustee, such Person
shall be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee or any authenticating agent appointed by such successor
trustee may authenticate such Notes in the name of the successor trustee; and in
all such cases such certificates shall have the full force that is provided in
the Notes or in this Indenture; provided that the right to adopt the certificate
of authentication of any predecessor Trustee or authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

     Section 8.13. Preferential Collection of Claims. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Notes), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of the claims against the Company (or any such
other obligor).

                                    ARTICLE 9

                                 THE NOTEHOLDERS

     Section 9.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action

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(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action, the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Noteholders in person or by agent or proxy appointed
in writing, or (b) by the record of the holders of Notes voting in favor thereof
at any meeting of Noteholders duly called and held in accordance with the
provisions of Article 10, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Noteholders. Whenever the
Company or the Trustee solicits the taking of any action by the holders of the
Notes, the Company or the Trustee may fix in advance of such solicitation, a
date as the record date for determining holders entitled to take such action.
The record date shall be not more than fifteen (15) days prior to the date of
commencement of solicitation of such action.

     Section 9.02. Proof of Execution by Noteholders. Subject to the provisions
of Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by a
Noteholder or its agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes shall
be proved by the registry of such Notes or by a certificate of the Registrar.

     The record of any Noteholders' meeting shall be proved in the manner
provided in Section 10.06.

     Section 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any
Paying Agent and any Registrar may deem the Person in whose name such Note shall
be registered upon the Register to be, and may treat it as, the absolute owner
of such Note (whether or not such Note shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by any Person other than the
Company or any Registrar) for the purpose of receiving payment of or on account
of the principal of, premium, if any, and Interest on such Note and for all
other purposes; and neither the Company nor the Trustee nor any Paying Agent nor
any Registrar shall be affected by any notice to the contrary. All such payments
so made to any Holder for the time being, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Note.

     Section 9.04. Revocation of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 9.02, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the holder of any Note shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.

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                                   ARTICLE 10

                             MEETINGS OF NOTEHOLDERS

     Section 10.01. Purpose of Meetings. A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article 10
for any of the following purposes:

               (1) to give any notice to the Company or to the Trustee or to
          give any directions to the Trustee permitted under this Indenture, or
          to consent to the waiving of any default or Event of Default hereunder
          and its consequences, or to take any other action authorized to be
          taken by Noteholders pursuant to any of the provisions of Article 7;

               (2) to remove the Trustee and nominate a successor trustee
          pursuant to the provisions of Article 8;

               (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 Notes under any other provision of this Indenture or under
          applicable law.

     Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 9.01, shall be mailed
to holders of Notes at their addresses as they shall appear on the Register.
Such notice shall also be mailed to the Company. Such notices shall be mailed
not less than twenty (20) nor more than ninety (90) days prior to the date fixed
for the meeting.

     Any meeting of Noteholders shall be valid without notice if the holders of
all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

     Section 10.03. Call of Meetings by Company or Noteholders. In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent (10%) in aggregate principal amount of the Notes
then outstanding, shall have requested the Trustee to call a meeting of
Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within twenty (20) days after receipt of such request,
then the Company or such Noteholders may determine the time and the place for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.

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     Section 10.04. Qualifications for Voting. To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

     Section 10.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes 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 think fit.

     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 Noteholders as provided in Section 10.03, in which case the
Company or the Noteholders 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 vote of the holders of a majority
in principal amount of the Notes represented at the meeting and entitled to vote
at the meeting.

     Subject to the provisions of Section 2.09, at any meeting each Noteholder
or proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by such holder; provided that no vote shall be cast or
counted at any meeting in respect of any Note 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 Notes held by him or
instruments in writing as aforesaid duly designating him as the proxy to vote on
behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to
the provisions of Section 10.02 or 10.03 may be adjourned from time to time by
the holders of a majority of the aggregate principal amount of Notes represented
at the meeting, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.

     Section 10.06. Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes 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 Noteholders shall be prepared by the
secretary of the meeting 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 mailed as
provided in Section 10.02. The record shall show the principal amount of the
Notes 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

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other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

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

     Section 10.07. No Delay of Rights by Meeting. Nothing contained in this
Article 10 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders 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 the Noteholders under
any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 11

                             SUPPLEMENTAL INDENTURES

     Section 11.01. Supplemental Indentures Without Consent of Noteholders. The
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Notes, any property or assets;

          (b) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 12;

          (c) to add to the covenants of the Company such further covenants,
restrictions or conditions as the Board of Directors and the Trustee shall
consider to be for the benefit of the holders of Notes, and to make the
occurrence, or the occurrence and continuance, of a Default in any such
additional covenants, restrictions or conditions a Default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided that in respect of any
such additional covenant, restriction or condition, such supplemental indenture
may provide for a particular period of grace after Default (which period may be
shorter or longer than that allowed in the case of other Defaults) or may
provide for an immediate enforcement upon such Default or may limit the remedies
available to the Trustee upon such Default;

          (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture that shall not materially adversely affect the
interests of the holders of the Notes;

          (e) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes;

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<PAGE>

          (f) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted; or

          (g) make other changes to the indenture or forms or terms of the
Notes, provided no such change individually or in the aggregate with all other
such changes has or will have a material adverse effect on the interests of the
Noteholders.

     Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, if any, but the Trustee
shall not be obligated to, but may in its discretion, enter into any
supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 11.02.

     Notwithstanding any other provision of the Indenture or the Notes, any
Exchange and Registration Rights Agreement and the obligation to pay Liquidated
Damages thereunder may be amended, modified or waived in accordance with the
provisions of such Exchange and Registration Rights Agreement.

     Section 11.02. Supplemental Indenture With Consent of Noteholders. With the
consent (evidenced as provided in Article 9) of the holders of at least a
majority in aggregate principal amount of the Notes at the time outstanding, the
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
any supplemental indenture or of modifying in any manner the rights of the
holders of the Notes; provided that no such supplemental indenture shall (i)
extend the fixed maturity of any Note, or reduce the rate or extend the time of
payment of Interest thereon, or reduce the principal amount thereof or premium,
if any, thereon, or reduce any amount payable on redemption or repurchase
thereof, or impair the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or Interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Notes, or change
the obligation of the Company to redeem any Note on a Redemption Date in a
manner adverse to the holders of Notes, or change the obligation of the Company
to repurchase any Note upon a Change of Control in a manner adverse to the
holders of Notes, in each case, without the consent of the holder of each Note
so affected, or modify any of the provisions of this Section 11.02 or Section
7.07, 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 Note so affected, or reduce the quorum or voting requirements
set forth in Article 10 or (ii) reduce the aforesaid percentage of Notes, the
holders of which are

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<PAGE>

required to consent to any such supplemental indenture, without the consent of
the holders of all Notes then outstanding.

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

     It shall not be necessary for the consent of the Noteholders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.03. Effect of Supplemental Indenture. Any supplemental indenture
executed pursuant to the provisions of this Article 11 shall conform to the
requirements of the Trust Indenture Act, as then in effect, provided that this
Section 11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 11, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 11.04. Notation on Notes. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article 11 may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may, at the Company's expense, be prepared and
executed by the Company, authenticated by the Trustee (or an authenticating
agent duly appointed by the Trustee pursuant to Section 15.11) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding.

     Section 11.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of, and that the Trustee's execution of
such supplemental indenture is permitted under, this Article 11.

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                                   ARTICLE 12

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 12.01. Company May Consolidate on Certain Terms. Subject to the
provisions of Section 12.02, the Company shall not consolidate or merge with or
into any other Person or Persons (whether or not affiliated with the Company),
nor shall the Company or its successor or successors be a party or parties to
successive consolidations or mergers, nor shall the Company sell, convey,
transfer or lease the property and assets of the Company substantially as an
entirety, to any other Person (whether or not affiliated with the Company),
unless: (i) the Company is the surviving Person, or the resulting, surviving or
transferee Person is a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia; (ii)
upon any such consolidation, merger, sale, conveyance, transfer or lease, the
due and punctual payment of the principal of and premium, if any, and Interest
on all of the Notes, according to their tenor and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the Person (if other than the Company) formed by
such consolidation, or into which the Company shall have been merged, or by the
Person that shall have acquired or leased such property; and (iii) immediately
after giving effect to the transaction described above, 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.

     Section 12.02. Successor to Be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and Interest on all of
the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of this first part. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of Dynegy Inc. any or all of the Notes, issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Notes that previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication,
and any Notes that such successor Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Notes so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Notes had been issued at the date of the execution hereof.
In the event of any such consolidation, merger, sale, conveyance, transfer or
lease, the Person named as the "Company" in the first paragraph of this
Indenture or any successor that shall thereafter have become such in the manner
prescribed in this Article 12 may be dissolved, wound up and liquidated at any
time thereafter and such Person shall be released from its liabilities as
obligor and maker of the Notes and from its obligations under this Indenture.

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<PAGE>

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

     Section 12.03. Opinion of Counsel to Be Given Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 12.

                                   ARTICLE 13

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 13.01. Discharge of Indenture. This Indenture will be satisfied and
discharged and will cease to be of further effect as to all Notes issued
hereunder, when:

     (a) either:

          (i) all Notes that have been authenticated, except lost, stolen or
     destroyed Notes that have been replaced or paid and Notes for whose payment
     money has theretofore been deposited in trust and thereafter repaid to the
     Company, have been delivered to the Trustee for cancellation; or

          (ii) all Notes that have not been delivered to the Trustee for
     cancellation have become due and payable by reason of the making of a
     notice of redemption or otherwise or will become due and payable within one
     year and the Company has irrevocably deposited or caused to be deposited
     with the Trustee as trust funds in trust solely for the benefit of the
     Holders, cash in U.S. dollars, non-callable Government Securities, or a
     combination of cash in U.S. dollars and non-callable Government Securities,
     in amounts as will be sufficient, to pay and discharge the entire
     indebtedness on the Notes not delivered to the Trustee for cancellation for
     principal (including Additional Amounts), premium and accrued Interest to
     the date of maturity or redemption;

     (b) no Default or Event of Default has occurred and is continuing on the
     date of the deposit or will occur as a result of the deposit and the
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company is a party or by
     which the Company is bound;

     (c) the Company has paid or caused to be paid all sums payable by it under
     this Indenture; and

     (d) the Company has delivered irrevocable instructions to the Trustee under
     this Indenture to apply the deposited money toward the payment of the Notes
     at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

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<PAGE>

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the provisions of Section 13.02 and Section 13.04 will survive. In
addition, nothing in this Section 11.01 will be deemed to discharge those
provisions of Section 8.06 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

     Section 13.02. Deposited Monies to Be Held in Trust by Trustee. Subject to
Section 13.04, all monies deposited with the Trustee pursuant to Section 13.01,
shall be held in trust for the sole benefit of the Noteholders, and such monies
shall be applied by the Trustee to the payment, either directly or through any
Paying Agent (including the Company if acting as its own Paying Agent), to the
holders of the particular Notes for the payment or redemption of which such
monies have been deposited with the Trustee, of all sums due and to become due
thereon for principal and Interest and premium, if any.

     Section 13.03. Paying Agent to Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any Paying Agent of the
Notes (other than the Trustee) shall, upon written request of the Company, be
repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be
released from all further liability with respect to such monies.

     Section 13.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or Interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years (or, if shorter, the
applicable escheat period) after the date upon which the principal of, premium,
if any, or Interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Notes shall thereafter look only to the Company for any
payment that such holder may be entitled to collect unless an applicable
abandoned property law designates another Person.

                                   ARTICLE 14

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 14.01. Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of or premium, if any, or Interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or subsidiary, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes.

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<PAGE>

                                   ARTICLE 15

                            MISCELLANEOUS PROVISIONS

     Section 15.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

     Section 15.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of the
Company.

     Section 15.03. Addresses for Notices, Etc. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes on the Company shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: to Dynegy
Inc., 1000 Louisiana Street, Suite 6700, Houston, Texas 77002, Telecopier No.:
(713) 507-6400, Attention: Treasurer. Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or served in writing by telecopier
transmission addressed as follows: Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890, Telecopier No.: (302) 636-4145, Attention:
Corporate Capital Markets. No such notice, direction, request or demand shall be
deemed given to the Trustee unless actually received by a Responsible Officer of
the Trustee at the Corporate Trust Office of the Trustee.

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

     Section 15.04. Governing Law. This Indenture and each Note shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of the State of New York
(including Section 5-1401 of the New York General Obligations Law or any
successor to such statute) without giving effect to the conflicts of laws
principles thereof (other than such Section 5-1401 or any successor statute).

     Section 15.05. Evidence of Compliance with Conditions Precedent,
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, 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 have been complied
with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include: (1) a statement that the person making such
certificate or opinion has read such

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<PAGE>

covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based (such brief statement may indicate the
extent to which such person relied upon an Opinion of Counsel or other officer
of the Company in conducting such examination or investigation); (3) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

     Section 15.06. Legal Holidays. In any case in which the date of maturity of
Interest on or principal of the Notes or the redemption date of any Note will
not be a Business Day, then payment of such Interest on or principal of the
Notes need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the redemption date, and no Interest shall accrue for the period from and
after such date, except that if such next succeeding Business Day would fall in
the next calendar year, then payment of such Interest on or principal of the
Notes shall be made on the immediately preceding Business Day.

     Section 15.07. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided that this Section 15.07 shall not require this Indenture or the Trustee
to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required to be included in an indenture qualified
under the Trust Indenture Act, such required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, such provision of this
Indenture shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be.

     Section 15.08. No Security Interest Created. Except as otherwise provided
in Section 8.06 hereof, nothing in this Indenture or in the Notes, expressed 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 in which property of the Company or its subsidiaries
is located.

     Section 15.09. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto, any Paying Agent, any authenticating agent and any Registrar and their
successors hereunder and the holders of Notes any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     Section 15.10. Table of Contents, Headings, Etc. The table of contents and
the titles and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

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<PAGE>

     Section 15.11. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 3.04 and 3.05, as
fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Notes. For all purposes of this Indenture, the authentication and
delivery of Notes by the authenticating agent shall be deemed to be
authentication and delivery of such Notes "by the Trustee" and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent
shall be deemed to satisfy any requirement hereunder or in the Notes for the
Trustee's certificate of authentication. Such authenticating agent shall at all
times be a Person eligible to serve as trustee hereunder pursuant to Section
8.09.

     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, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 15.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent 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 under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Register.

     The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

     The provisions of Sections 8.02, 8.03, 8.04 and 9.03 and this Section 15.11
shall be applicable to any authenticating agent.

     Section 15.12. Execution 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.

     Section 15.13. Severability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality

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<PAGE>

and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Wilmington Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.

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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                                          DYNEGY INC.


                                          By: /s/ Bruce A. Williamson
                                              ----------------------------------
                                              Name: Bruce A. Williamson
                                              Title: President and CEO


                                          WILMINGTON TRUST COMPANY


                                          By: /s/ Sandra R. Ortiz
                                              ----------------------------------
                                              Name: Sandra R. Ortiz
                                              Title: Financial Services Officer

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<PAGE>

                                                                       EXHIBIT A

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX
PURPOSES. FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF EACH NOTE IS
$1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS              , THE
                                                         -------------
YIELD TO MATURITY IS    % COMPOUNDED SEMI-ANNUALLY, AND THE AMOUNT OF ORIGINAL
                     ---
ISSUE DISCOUNT IS $       PER $1,000 OF PRINCIPAL AMOUNT. IN THE EVENT THAT THE
                   ------
NOTE REMAINS OUTSTANDING AFTER AUGUST 10, 2005, FOR THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, THE ISSUE DATE, THE ISSUE PRICE AND THE YIELD TO MATURITY FOR THIS
NOTE, YOU SHOULD SUBMIT A WRITTEN REQUEST TO THE COMPANY AT THE FOLLOWING
ADDRESS: 1000 LOUISIANA STREET, HOUSTON, TEXAS 77002, ATTENTION: LAYNE J.
ALBERT.

                        [Include only for Global Notes:]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OR (c) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE 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 THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               [Include only for Notes that are Restricted Notes]

     THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR

<PAGE>

FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

     THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF AN EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT (NOTES) DATED AUGUST 11, 2003 AND, BY ITS
ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF
SUCH EXCHANGE AND REGISTRATION RIGHTS AGREEMENT.

     BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO CONSULT
LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF THE
NOTES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

                                        2

<PAGE>

                                 [Face of Note]
--------------------------------------------------------------------------------
                                                         CUSIP/CINS
                                                                    ------------

                   Junior Unsecured Subordinated Note due 2016

No.                                                               $
    -----                                                           ------------

                                   DYNEGY INC.

promises to pay to                    or registered assigns,
                   ------------------

the principal sum of
                     -----------------------------------------------------------

Dollars on           , 2016.
           ----------

Interest Payment Dates:        and
                        ------     ------

Record Dates: [________] and [________]

Dated: August   , 2003
              --

                                        DYNEGY INC.


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


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

This is one of the Notes referred to
in the within-mentioned Indenture, which
was authenticated on           , 2003.
                     ----------

Wilmington Trust Company
Trustee


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

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

<PAGE>

                             FORM OF REVERSE OF NOTE
                                   DYNEGY INC.

                  JUNIOR UNSECURED SUBORDINATED NOTES DUE 2016

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. Interest. Dynegy Inc., an Illinois corporation (the "Company"), promises
to pay interest on the principal amount of this Note at 9.00% per annum from the
Date of Issuance set forth below to, but excluding August 11, 2005, and at
13.75% per annum thereafter until maturity and shall pay any Liquidated Damages
payable pursuant to Section 3(e) of the Exchange and Registration Rights
Agreement (Notes) referred to below; provided that if at any time redemption or
repurchase of the Notes pursuant to Section 3.02 or 3.05 of the Indenture is
restricted by a Redemption Restriction, then the Subject Percentage of the Notes
shall bear interest at 13.75% per annum from the Payment Blockage Date to but
excluding the date that the Blockage Amount is paid pursuant to Section 3.02 of
the Indenture, payable pro rata to the Holders on each Interest Payment Date.
The Company will pay interest and any Liquidated Damages semi-annually in
arrears on February 1 and August 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"); provided that such Interest and any Liquidated Damages shall accrue and
an amount equal to such accrued and unpaid Interest and any Liquidated Damages
shall be added to the principal amount of the Notes as Additional Amounts on
each Interest Payment Date (such Additional Amounts to constitute principal for
all purposes of the Indenture and this Note) unless (i) the Company at its sole
option elects to pay all or a portion of such Interest in cash or (ii) an Event
of Default has occurred and payment of the Note has been accelerated pursuant to
Section 7.02 of the Indenture, in which case accrued and unpaid Interest to the
date of such Event of Default shall be due and payable in cash at such time; and
provided further that any Interest paid on the Notes shall be paid net of any
applicable withholding required by law. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be February 1,
2004. The Company shall pay interest (including post-petition interest in any
proceeding under Bankruptcy Law) on overdue principal and premium, if any, from
time to time at a rate that is 1.00% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and any
Liquidated Damages (without regard to any applicable grace periods) from time to
time at the same rate to the extent lawful; provided that any Notes that are the
subject of a Redemption Restriction shall bear interest only as provided in
Section 2.04 of the Indenture. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     2. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) and any Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the January 15 or July 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date,

<PAGE>

except as provided in Section 2.03 of the Indenture with respect to Defaulted
Interest. The Notes will be payable as to principal, premium and any Liquidated
Damages and interest payable in cash at the office or agency of the Paying Agent
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and any Liquidated Damages
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that if a Holder of more than $2.0 million in
principal amount of Notes has given wire transfer instructions to the Company at
least ten Business Days prior to the applicable Interest Payment Date, the
Company shall pay all interest and premium and any Liquidated Damages on that
Holder's Notes in accordance with those instructions. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

     3. Paying Agent and Registrar. Initially, Wilmington Trust Company, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

     4. Indenture. The Company issued the Notes under an Indenture dated as of
August 11, 2003 ("Indenture") between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the indenture shall govern and be controlling. The
Notes are obligations of the Company limited to $225.0 million in aggregate
principal amount plus any Additional Amounts.

     5. Optional Redemption. At any time and from time to time until the
Transition Date shall have occurred, the Company, at its option, may redeem the
Notes, in whole or in part, upon the notice provided in Section 3.03 of the
Indenture in accordance with the provisions of Sections 3.03 and 3.04 of the
Indenture on the Redemption Date for cash at a redemption price equal to 100% of
the principal amount (including Additional Amounts) of the Notes to be redeemed
together in each case with accrued and unpaid Interest on the Notes to be
redeemed to (but excluding) the Redemption Date, but without premium, subject to
the rights of Holders on the relevant Record Date to receive interest on the
relevant Interest Payment Date. If the Transition Date has occurred, the Company
may not redeem the Notes pursuant to Section 3.01 of the Indenture from the
Transition Date through August 10, 2010. If the Transition Date has occurred,
from and after August 11, 2010, the Company at any time and from time to time
may redeem the Notes, in whole or in part, upon the notice provided in Section
3.03 of the Indenture in accordance with the provisions of Sections 3.03 and
3.04 of the Indenture, on the Redemption Date for cash at the redemption prices
(expressed as percentages of principal amount of the Notes, which shall include
Additional Amounts) set forth below plus accrued and unpaid Interest on the
Notes to be redeemed, to (but excluding) the applicable Redemption Date, if
redeemed during the twelve-month period beginning on August 11 of the years
indicated below, subject to the rights of Holders on the relevant Record Date to
receive interest on the relevant Interest Payment Date:

Year                                                                  Percentage
----                                                                  ----------

                                        2

<PAGE>

Year                                                                  Percentage
----                                                                  ----------
2010...............................................................     106.875%
2011...............................................................     104.579%
2012...............................................................     102.292%
2013 and thereafter................................................     100.000%

     Any optional redemption shall be made pursuant to the provisions of Section
3.03 and 3.04 of the Indenture. The Notes are not redeemable at the Company's
option notwithstanding anything in the Indenture or this Note to the contrary,
except pursuant to the foregoing provisions; provided that the Company may pay
any Additional Amounts at any time at par (including through a redemption
pursuant to Section 3.01 of the Indenture) whether or not a Mandatory Redemption
Termination Notice has become effective pursuant to Section 3.02(c). Prior to
the Transition Date any optional redemption described in this paragraph and any
mandatory redemption described in paragraph 6 below may be made by the Company
by providing written notice to the Holder or Holders (with a copy to the
Trustee) not less than two days in advance of such prepayment specifying the
Redemption Date and the principal amount of the Notes to be redeemed. Any such
redemption which is a partial redemption shall be made on a pro rata basis.

     6. Mandatory Redemption. Until the Mandatory Redemption Termination Notice
becomes effective, upon receipt of Take-Out Proceeds after the date of this
Indenture in an amount equal to or greater than $5.0 million, and on the day
preceding the Transition Date, the Company shall redeem the maximum principal
amount of Notes that may be redeemed with Take-Out Proceeds on deposit with the
Trustee at a redemption price in cash equal to 100% of the principal amount of
the Notes to be purchased plus accrued and unpaid Interest to the Redemption
Date but without premium, subject to the rights of Holders on the relevant
Record Date to receive interest on the relevant Interest Payment Date, in
accordance with the procedures set forth in Sections 3.03 and 3.04 of the
Indenture; provided that the Company shall not be required to redeem Notes
pursuant to this provision if, and only for so long as, and to the extent
restricted by a Redemption Restriction or after the day preceding the Transition
Date.

     At any time on or after May 13, 2005, the holders of at least a majority in
aggregate principal amount of the Notes then outstanding may, by delivery of a
Mandatory Redemption Termination Notice elect to terminate the Company's
mandatory redemption obligations effective as of the Transition Date (which date
shall not be fewer than ninety (90) days nor more than one hundred twenty (120)
days from the date of delivery of such notice to the Company) specified in such
notice; provided, however, that (i) the right to deliver the Mandatory
Redemption Termination Notice shall terminate and cease to be of any further
force or effect in the event that the Initial Holder and its Affiliates shall
cease to hold at least a majority in aggregate principal amount of the Notes
then outstanding and (ii) a Mandatory Redemption Termination Notice may be
revoked at any time prior to the day immediately preceding the specified
Transition Date by further written notice to the Company (with a copy to the
Trustee) from the Holders that delivered the Mandatory Redemption Termination
Notice. A revoked Mandatory Redemption Termination Notice shall have no force or
effect and, upon revocation, the right to deliver the Mandatory Redemption
Termination Notice shall be reinstated on the 91st day following such revocation
(subject, nevertheless, to clause (i) of the foregoing proviso).

                                        3

<PAGE>

     7. Notice of Redemption. Except as set forth in the final sentence of
paragraph 5, notice of redemption will be mailed at least 20 days but not more
than 40 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address. No Notes of $1,000 or less will be redeemed
in part; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if less than
$1,000, shall be redeemed. On and after the redemption date interest ceases to
accrue on Notes or portions thereof called for redemption, unless the Company
defaults in payment on the redemption date.

     8. Change of Control. If a Change of Control occurs at any time prior to
maturity of the Notes, this Note will be repurchased at the option of the holder
on the Repurchase Date specified by the Company in accordance with the Indenture
at a Repurchase Price equal to 100% of the principal amount thereof, together
with accrued and unpaid Interest to but excluding the Repurchase Date, subject
to the rights of Holders on the relevant Record Date to receive interest on the
relevant Interest Payment Date; provided that the Company shall not be required
to repurchase Notes if and for so long as such repurchase is restricted by a
Redemption Restriction. The Notes will be repurchased in multiples of $1,000
principal amount. The Company shall mail to all holders of record of the Notes a
notice of the occurrence of a Change of Control and of the repurchase right
arising as a result thereof on or before the 30th day after the occurrence of
such Change of Control. For a Note to be so repurchased at the option of the
holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such
Note with the form entitled "OPTION TO ELECT REPURCHASE UPON A CHANGE OF
CONTROL" on the reverse thereof duly completed, together with such Note, duly
endorsed for transfer, on or before the Repurchase Date. Holders have the right
to withdraw any such repurchase election by delivering to the Trustee (or other
Paying Agent appointed by the Company) a written notice of withdrawal up to the
close of business on the Business Day preceding the Repurchase Date, all as
provided in the Indenture. If cash sufficient to pay the Repurchase Price with
respect to all Notes or portions thereof to be repurchased as of the Repurchase
Date is deposited with the Trustee (or other Paying Agent appointed by the
Company) on the Business Day following the Repurchase Date, Interest will cease
to accrue on such Notes (or portions thereof) on and after the Repurchase Date
and the holder thereof shall have no other rights as such other than the right
to receive the Repurchase Price upon surrender of such Note.

     9. Subordination. The indebtedness evidenced by the Notes is, to the extent
and in the manner provided in the Indenture, expressly subordinated and subject
in right of payment to the prior payment in full in cash or Cash Equivalents of
all Senior and Senior Subordinated Indebtedness of the Company, whether
outstanding at the date of the Indenture or thereafter incurred, and this Note
is issued subject to the provisions of the Indenture with respect to such
subordination. Each holder of this Note, by accepting the same, agrees to and
shall be bound by such provisions and authorizes the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee his attorney-in-fact for such
purpose.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay

                                        4

<PAGE>

the principal of and any premium and Interest on this Note at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.

     10. Defaults and Remedies. Events of default include: (i) default in the
payment of any installment of Interest upon any of the Notes as and when the
same shall become due and payable within the periods specified; (ii) default in
the payment of the principal of or premium, if any, on any of the Notes as and
when the same shall become due and payable either at maturity or in connection
with any redemption, repurchase by acceleration or otherwise (other than due to
a Redemption Restriction); (iii) default in the Company's obligation to provide
notice of a Change of Control continued for a period of ten (10) days after the
date on which written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company; (iv) failure on the part of the
Company duly to observe or perform any other of the covenants or agreements on
the part of the Company in the Notes or in the Indenture continued for a period
of sixty (60) days after the date on which written notice of such failure,
requiring the Company to remedy the same, shall have been given to the Company;
or (v) certain events of bankruptcy or insolvency. In case an Event of Default
shall have occurred and be continuing other than under clause (v) above, the
principal of, premium, if any, and accrued interest on all Notes may be declared
by either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, and upon said declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. In case an Event of Default shall have occurred and
be continuing under clause (v) above, the principal of, premium, if any, and
accrued interest on all Notes shall immediately become due and payable.

     11. Amendment, Supplement and Waiver. The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the holders of at
least a majority in aggregate principal amount of the Notes at the time
outstanding, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes; provided that no such supplemental indenture shall (i)
extend the fixed maturity of any Note, or reduce the rate or extend the time of
payment of Interest, or reduce the principal amount thereof or premium, if any,
thereon, or reduce any amount payable upon redemption or repurchase thereof, or
impair the right of any Noteholder to institute suit for the payment thereof, or
make the principal thereof or Interest or premium, if any, thereon payable in
any coin or currency other than that provided in the Notes, or change the
obligation of the Company to redeem any Note on a Redemption Date in a manner
adverse to the holders of Notes, or change the obligation of the Company to
repurchase any Note upon a Change of Control in a manner adverse to the holders
of the Notes, in each case without the consent of the holder of each Note so
affected, or modify any of the provisions of Section 11.02 or Section 7.07
thereof, except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holder of each Note so affected, or reduce the quorum or voting requirements
set forth in Article 10 or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Notes then outstanding. Subject to the
provisions of the Indenture, the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may on behalf of the holders of all
of the Notes waive any past default or Event of Default under the Indenture and
its consequences except (A) a default in the payment of Interest,

                                        5

<PAGE>

or any premium on, or the principal of, any of the Notes, (B) a default in the
payment of the applicable redemption price pursuant to Article 3 of the
Indenture, (C) a default in the payment of the Repurchase Price pursuant to
Article 3 of the Indenture, or (D) a default in respect of a covenant or
provisions of the Indenture which under Article 11 of the Indenture cannot be
modified or amended without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.

     12. Denomination, Transfer, Exchange. The Notes are issuable in fully
registered form, without coupons, in denominations of $1,000 principal amount
and any multiple of $1,000. Upon due presentment and surrender for registration
of transfer of this Note at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, a new Note or Notes
of authorized denominations for an equal aggregate principal amount will be
issued to the transferee in exchange thereof, subject to the limitations
provided in the Indenture, without charge except for any tax, assessment or
other governmental charge imposed in connection therewith. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a Record
Date and the corresponding Interest Payment Date.

     13. Persons Deemed Owners. The Company, the Trustee, any authenticating
agent, any Paying Agent and any Registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Registrar) for the purpose of
receiving payment hereof, or on account hereof and for all other purposes, and
neither the Company nor the Trustee nor any other authenticating agent nor any
Paying Agent nor any Registrar shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.

     14. No Recourse Against Others. No recourse for the payment of the
principal of or any premium or Interest on this Note, or for any claim based
hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any
supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released. This Note shall be deemed to be a contract made under the laws of
New York, and for all purposes shall be construed in accordance with the laws of
New York (including Section 5-1401 of the New York General Obligations Law or
any successor to such statute) without giving effect to the conflicts of laws
principles thereof (other than such Section 5-1401 or successor statute).

                                        6

<PAGE>

     15. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     16. Authentication. This Note will not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     17. Additional Rights of Holders of Restricted Notes. In addition to the
rights provided to Holders of Notes under the Indenture, Holders of Restricted
Notes will have all the rights set forth in the Exchange and Registration Rights
Agreement (Notes).

     18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company may cause
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     Definitions . Terms used in this Note and defined in the Indenture are used
herein as therein defined.

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations.

     TEN COM - as tenants in common

     UNIF GIFT MIN ACT -      Custodian
                        -----           ----

     TEN ENT - as tenant by the entireties (Cust) (Minor)

     JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as tenants                                    in common
                                ----------------------------------
(State)

     Additional abbreviations may also be used although not in the above list.

                                        7