<PAGE>
                                                                   EXHIBIT 4.6.4



                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,

                     MERISTAR HOSPITALITY FINANCE CORP. III

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                     TRUSTEE

                       FORM OF SUBORDINATED DEBT INDENTURE

                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN

                         DATED AS OF ____________, 200_
<PAGE>
                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
                     MERISTAR HOSPITALITY FINANCE CORP. III
           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_



<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                          INDENTURE SECTION
---------------------------                                          -----------------
<S>                                                                  <C>
         310(a)(1)                                                       6.09
            (a)(2)                                                       6.09
            (a)(3)                                                       Not Applicable
            (a)(4)                                                       Not Applicable
            (b)                                                          6.08, 6.10
         311(a)                                                          6.13
            (b)                                                          6.13
            (b)(2)                                                       7.03(a), 7.03(b)
         312(a)                                                          7.01, 7.02(a)
            (b)                                                          7.02(b)
            (c)                                                          7.02(c)
         313(a)                                                          7.03(a)
            (b)                                                          7.03(a)
            (c)                                                          7.03(a), 7.03(b)
            (d)                                                          7.03(b)
         314(a)                                                          7.04
            (b)                                                          Not Applicable
            (c)(1)                                                       1.02
            (c)(2)                                                       1.02
            (c)(3)                                                       Not Applicable
            (d)                                                          Not Applicable
            (e)                                                          1.02
         315(a)                                                          6.01(a)
            (b)                                                          6.02, 7.03(a)
            (c)                                                          6.01(b)
            (d)                                                          6.01(c)
            (d)(1)                                                       6.01(a), 6.01(c)
            (d)(2)                                                       6.01(c)
            (d)(3)                                                       6.01(c)
            (e)                                                          5.14
         316(a)(1)(A)                                                    5.12
            (a)(1)(B)                                                    5.02, 5.13
            (a)(2)                                                       Not Applicable
            (b)                                                          5.08
            (c)                                                          1.04(e)
         317(a)(1)                                                       5.03
            (a)(2)                                                       5.04
            (b)                                                          10.05
         318(a)                                                           1.07
</TABLE>


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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ARTICLE 1 Definitions and Other Provisions of General Application........................................1

     Section 1.01     Definitions........................................................................1
     Section 1.02     Compliance Certificates and Opinions..............................................10
     Section 1.03     Form of Documents Delivered to Trustee............................................11
     Section 1.04     Acts of Holders...................................................................11
     Section 1.05     Notices, Etc., to Trustee and the Issuers.........................................13
     Section 1.06     Notice to Holders; Waiver.........................................................13
     Section 1.07     Conflict with Trust Indenture Act.................................................14
     Section 1.08     Effect of Headings and Table of Contents..........................................14
     Section 1.09     Successors and Assigns............................................................14
     Section 1.10     Separability Clause...............................................................14
     Section 1.11     Benefits of Indenture.............................................................14
     Section 1.12     Governing Law.....................................................................15
     Section 1.13     Legal Holidays....................................................................15
     Section 1.14     No Recourse Against Others........................................................15
     Section 1.15     Judgment Currency.................................................................15
     Section 1.16     Counterparts......................................................................16

ARTICLE 2 Security Forms................................................................................16

     Section 2.01     Forms Generally...................................................................16
     Section 2.02     Form of Face of Security..........................................................16
     Section 2.03     Form of Reverse of Security.......................................................19
     Section 2.04     Form of Trustee's Certificate of Authentication...................................25
     Section 2.05     Securities in Global Form.........................................................25
     Section 2.06     Form of Legend for the Securities in Global Form..................................26

ARTICLE 3 The Securities................................................................................26

     Section 3.01     Amount Unlimited; Issuable in Series..............................................26
     Section 3.02     Denominations.....................................................................30
     Section 3.03     Execution, Authentication, Delivery and Dating....................................30
     Section 3.04     Temporary Securities..............................................................32
     Section 3.05     Registration, Registration of Transfer and Exchange...............................32
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities..................................35
     Section 3.07     Payment of Interest; Interest Rights Preserved....................................36
     Section 3.08     Persons Deemed Owners.............................................................37
     Section 3.09     Cancellation......................................................................38
     Section 3.10     Computation of Interest...........................................................38
     Section 3.11     CUSIP Number......................................................................38
     Section 3.12     Wire Transfers....................................................................38
</TABLE>

                                       i
<PAGE>
<TABLE>
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ARTICLE 4 Satisfaction and Discharge....................................................................38

     Section 4.01     Satisfaction and Discharge of Indenture...........................................38
     Section 4.02     Application of Trust Money........................................................40
     Section 4.03     Reinstatement.....................................................................40
     Section 4.04     Application to a Specific Series of Securities....................................40

ARTICLE 5 Remedies......................................................................................40

     Section 5.01     Events of Default.................................................................40
     Section 5.02     Acceleration of Maturity; Rescission and Annulment................................42
     Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee...................43
     Section 5.04     Trustee May File Proofs of Claim..................................................44
     Section 5.05     Trustee May Enforce Claims Without Possession of Securities.......................45
     Section 5.06     Application of Money Collected....................................................45
     Section 5.07     Limitation on Suits...............................................................46
     Section 5.08     Unconditional Right of Holders to Receive Principal, Premium, Other Amounts and
                      Interest..........................................................................46
     Section 5.09     Restoration of Rights and Remedies................................................47
     Section 5.10     Rights and Remedies Cumulative....................................................47
     Section 5.11     Delay or Omission Not Waiver......................................................47
     Section 5.12     Control by Holders................................................................47
     Section 5.13     Waiver of Past Defaults...........................................................47
     Section 5.14     Undertaking for Costs.............................................................48

ARTICLE 6 The Trustee...................................................................................48

     Section 6.01     Certain Duties and Responsibilities of the Trustee................................48
     Section 6.02     Notice of Defaults................................................................49
     Section 6.03     Certain Rights of Trustee.........................................................49
     Section 6.04     Not Responsible for Recitals or Issuance of Securities............................50
     Section 6.05     May Hold Securities...............................................................50
     Section 6.06     Money Held in Trust...............................................................50
     Section 6.07     Compensation and Reimbursement....................................................51
     Section 6.08     Disqualification; Conflicting Interests...........................................51
     Section 6.09     Corporate Trustee Required; Eligibility...........................................51
     Section 6.10     Resignation and Removal; Appointment of Successor.................................52
     Section 6.11     Acceptance of Appointment by Successor............................................53
     Section 6.12     Merger, Conversion, Consolidation or Succession to Business.......................54
     Section 6.13     Preferential Collection of Claims Against the Issuers.............................55
     Section 6.14     Appointment of Authenticating Agent...............................................55
     Section 6.15     Compliance with Tax Laws..........................................................56

ARTICLE 7 Holders' Lists and Reports by Trustee and Issuers.............................................57

     Section 7.01     Issuers to Furnish Trustee Names and Addresses of Holders.........................57
</TABLE>

                                       ii
<PAGE>
<TABLE>
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     Section 7.02     Preservation of Information; Communications to Holders............................57
     Section 7.03     Reports by Trustee................................................................58
     Section 7.04     Reports by the Issuers............................................................59

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer................................................59

     Section 8.01     When Issuers May Merge, Etc.......................................................59
     Section 8.02     Opinion of Counsel................................................................60
     Section 8.03     Successor Corporation Substituted.................................................60

ARTICLE 9 Supplemental Indentures.......................................................................61

     Section 9.01     Supplemental Indentures Without Consent of Holders................................61
     Section 9.02     Supplemental Indentures with Consent of Holders...................................62
     Section 9.03     Execution of Supplemental Indentures..............................................63
     Section 9.04     Effect of Supplemental Indentures.................................................64
     Section 9.05     Conformity with Trust Indenture Act...............................................64
     Section 9.06     Reference in Securities to Supplemental Indentures................................64
     Section 9.07     Subordination Unimpaired..........................................................64

ARTICLE 10 Covenants....................................................................................64

     Section 10.01    Payments of Securities............................................................64
     Section 10.02    Maintenance of Office or Agency...................................................64
     Section 10.03    Compliance Certificates...........................................................65
     Section 10.04    Waiver of Stay, Extension or Usury Laws...........................................65
     Section 10.05    Money for Securities Payments to Be Held in Trust.................................66
     Section 10.06    Taxes.  ..........................................................................67
     Section 10.07    Maintenance of Existence..........................................................67
     Section 10.08    Waiver of Certain Covenants.......................................................67

ARTICLE 11 Redemption of Securities.....................................................................68

     Section 11.01    Applicability of Article..........................................................68
     Section 11.02    Election to Redeem; Notice to Trustee.............................................68
     Section 11.03    Selection by Trustee of Securities to Be Redeemed.................................68
     Section 11.04    Notice of Redemption..............................................................69
     Section 11.05    Deposit of Redemption Price.......................................................69
     Section 11.06    Securities Payable on Redemption Date.............................................70
     Section 11.07    Securities Redeemed in Part.......................................................70

ARTICLE 12 Sinking Funds................................................................................70

     Section 12.01    Applicability of Article..........................................................70
     Section 12.02    Satisfaction of Sinking Fund Payments with Securities.............................71
     Section 12.03    Redemption of Securities for Sinking Fund.........................................71

ARTICLE 13 Defeasance and Covenant Defeasance...........................................................71

     Section 13.01    Applicability of Article; Issuers' Option to Effect Defeasance
                      Covenant Defeasance...............................................................71
</TABLE>

                                      iii
<PAGE>
<TABLE>
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<S>                                                                                                    <C>
     Section 13.02    Defeasance and Discharge..........................................................72
     Section 13.03    Covenant Defeasance...............................................................72
     Section 13.04    Conditions to Defeasance or Covenant Defeasance...................................72
     Section 13.05    Deposited Money and Government Obligations To Be Held in Trust....................74
     Section 13.06    Reinstatement.....................................................................75

ARTICLE 14 Subordination................................................................................75

     Section 14.01    Securities Subordinated to Senior Debt............................................75
     Section 14.02    Payment over of Proceeds upon Dissolution, Etc....................................75
     Section 14.03    Payment of Senior Debt Before Payment of Securities...............................76
     Section 14.04    Payment Permitted If No Default...................................................77
     Section 14.05    Subrogation to Rights of Holders of Senior Debt...................................77
     Section 14.06    Provisions Solely to Define Relative Rights.......................................78
     Section 14.07    Trustee to Effectuate Subordination...............................................78
     Section 14.08    No Waiver of Subordination Provisions.............................................78
     Section 14.09    Notice to Trustee.................................................................79
     Section 14.10    Reliance on Judicial Order or Certificate of Liquidating Agent....................79
     Section 14.11    Trustee Not Fiduciary for Holders of Senior Debt..................................80
     Section 14.12    Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights......80
     Section 14.13    Article Applicable to Paying Agents...............................................80

ARTICLE 15 Guarantees...................................................................................80

     Section 15.01    Guarantee.........................................................................80
</TABLE>

                                       iv
<PAGE>
                  INDENTURE, dated as of ________________, 200_, between
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
(herein called the "COMPANY"), MERISTAR HOSPITALITY FINANCE CORP. III, a
Delaware corporation (herein called "MERISTAR FINANCE"), the GUARANTORS listed
on Schedule 1 hereto (herein called the "GUARANTORS") and U.S. BANK TRUST
NATIONAL ASSOCIATION, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE ISSUERS

                  The Issuers have duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of their senior
unsecured debentures, notes or other evidences of indebtedness (herein called
the "SECURITIES"), to be issued in one or more series as in this Indenture
provided.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 1.01 Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

                                    (2) all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein, or
defined by Commission rule and not otherwise defined herein, have the meanings
assigned to them therein;

                                    (3) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP;

                                    (4) the word "INCLUDING" (and with
correlative meaning "INCLUDE") means including, without limiting the generality
of, any description preceding such term; and

                                    (5) the words "HEREIN," "HEREOF" and
"HEREUNDER" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.
<PAGE>
                                                                               2



                  "ACT," when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"CONTROL", as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have
correlative meanings.

                  "APPLICABLE CURRENCY" means, with respect to a Security, the
currency or currency unit in which such Security is payable.

                  "AUTHENTICATING AGENT" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities.

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

                  "BOARD OF DIRECTORS" means, (a) with respect to any
corporation, the board of directors of such corporation, (b) with respect to any
partnership, the general partner of that partnership, (c) with respect to any
limited liability company, the managing member or board of managers of that
limited liability company and (d) with respect to any other entity, the body
having the power to direct the policies of such entity; provided, however, that
when the context refers to actions or resolutions of the Board of Directors,
then the term "BOARD OF DIRECTORS" shall also mean any duly authorized committee
of the Board of Directors authorized to act with respect to any particular
matter to exercise the power of the Board of Directors.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the relevant entity to have been duly
adopted by the Board of Directors, provided that, when used without any
reference to an entity, "BOARD RESOLUTION" and "BOARD RESOLUTIONS" shall mean
Board Resolutions of the Issuers; in each case, to be in full force and effect
on the date of such certification, and delivered to the Trustee.

                  "BUSINESS DAY," when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities of any series, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
are authorized or obligated by law or regulation to close; provided, however,
that, if the foreign currency or currency unit is euro, the day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open.
<PAGE>
                                                                               3



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

                  "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, warrants, rights, options or other
equivalents (however designated) of capital stock or any other equity interest
of such Person, including, without limitation, each class of common stock and
preferred stock and, with respect to partnerships, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of the assets of, such partnership.

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

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

                  "CORPORATE TRUST OFFICE" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at U.S. Bank Trust
National Association, 100 Wall Street, Suite 1600, New York, NY 10005; Attn:
Corporate Trust Administration.

                  "COVENANT DEFEASANCE" has the meaning specified in Section
13.03.

                  "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite
currency.

                  "CUSTODIAN" means any receiver, custodian, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

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

                  "DEFAULTED INTEREST" has the meaning specified in Section
3.07.

                  "DEFEASANCE" has the meaning specified in Section 13.02.

                  "DEPOSITARY" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more global
Securities, the Person designated as Depositary by the Issuers pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a
<PAGE>
                                                                               4


Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" shall mean the Depositary with respect to the Securities of that
series.

                  "DESIGNATED OFFICERS" means, any two Officers of the relevant
Person, at least one of whom must be its Chief Executive Officer, its President,
its Chief Financial Officer, its Chief Accounting Officer, its Treasurer or its
Controller.

                  "DOLLARS" and "$" means lawful money of the United States of
America.

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

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder.

                  "GAAP" means such accounting principles as are generally
accepted in the United States of America which are in effect on the date hereof.

                  "GUARANTEE" means the guarantee by any Guarantor of the
obligations under this Indenture.

                  "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.

                  "HOLDER" or "SECURITYHOLDER" means a Person in whose name a
Security is registered in the Security Register.

                  "INDEBTEDNESS" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or representing
Capital Lease Obligations or the balance deferred and unpaid of the purchase
price of any property or representing any Hedging Obligations, except any such
balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and also includes, to the extent not
otherwise included, the Guarantee of any Indebtedness of such Person or any
other Person.

                  "INDENTURE" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated hereunder.

                  "INTEREST," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.
<PAGE>
                                                                               5



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

                  "ISSUERS," means, with respect to a series of Securities, the
entities acting as the primary obligors with respect to such Securities, until a
successor replaces any such entity in accordance with the applicable provisions
of this Indenture, and thereafter, means, with respect to such replaced entity,
such successor.

                  "ISSUER REQUEST" or "ISSUER ORDER" means a written request or
order signed in the name of the Issuers by the Designated Officers and delivered
to the Trustee.

                  "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

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

                  "MERISTAR FINANCE" means the Person named as "MeriStar
Finance" in the first paragraph of this Indenture until a successor corporation
or other entity shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter MeriStar shall mean such successor entity.

                  "NEW YORK BANKING DAY" has the meaning specified in Section
1.15.

                   "OFFICER" means, with respect to any other Person, the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, any Vice President, the Chief Financial Officer, the Chief
Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary or any Assistant Secretary of such Person.

                  "OFFICERS' CERTIFICATE" means, with respect to a Person, a
certificate signed and delivered to the Trustee by the Designated Officers of
that Person.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be an employee of or counsel for an Issuer, and who shall be reasonably
acceptable to the Trustee.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which
provides for an amount (excluding any amounts attributable to accrued but unpaid
interest thereon) less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02.

                  "OUTSTANDING," when used with respect to Securities or
Securities of any series, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture, except:
<PAGE>
                                                                               6



                           (i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

                           (ii) Securities, or portions thereof, for whose
payment or redemption money in the necessary amount and in the Applicable
Currency has been theretofore deposited with the Trustee or any Paying Agent
(other than the Issuers or any other obligor on the Securities) in trust or set
aside and segregated in trust by the Issuers or any other obligor on the
Securities (if an Issuer or any other obligor on the Securities shall act as its
own Paying Agent) for the Holders of such Securities; provided that, if such
Securities or portions thereof are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor reasonably
satisfactory to the Trustee has been made;

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

                           (iv) Securities which have been defeased pursuant to
Section 13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent that could
be obtained for such principal amount on the basis of a spot rate of exchange
specified to the Trustee for such series in an Officers' Certificate for such
foreign currency or currency unit into dollars as of the date the taking of such
action by the Holders of the requisite percentage in principal amount of the
Securities is evidenced to the Trustee (or, in the case of an Original Issue
Discount Security, the dollar equivalent on such date of the amount determined
as provided in (a) above), and (c) Securities owned by the Issuers or any other
obligor upon the Securities or any Affiliate of an Issuer or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the
<PAGE>
                                                                               7


pledgee is not an Issuer or any other obligor upon the Securities or any
Affiliate of an Issuer or of such other obligor.

                  "PARENT" means MeriStar Hospitality Corporation, a Maryland
corporation until a successor corporation or other entity shall have become
such, and thereafter Parent shall mean such successor entity.

                  "PAYING AGENT" means any Person authorized by an Issuer to pay
the principal of, premium, if any, interest or other amounts on any Securities
on behalf of such Issuer. Any Issuer may act as Paying Agent with respect to any
Securities issued hereunder.

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

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

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

                  "PROCEEDING" has the meaning specified in Section 14.02.

                  "REDEMPTION DATE," when used with respect to any Security of
any series to be redeemed, in whole or in part, means the date fixed for such
redemption by or pursuant to this Indenture.

                  "REDEMPTION PRICE," when used with respect to any Security of
any series to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture, payable in the Applicable Currency.

                  "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.01.

                  "REQUIRED CURRENCY" has the meaning specified in Section 1.15.
<PAGE>
                                                                               8



                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer of the Trustee assigned to administer corporate trust matters
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

                  "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                  "SECURITIES PAYMENT" has the meaning specified in Section
14.02.

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

                  "SENIOR DEBT" means the principal of and premium, if any and
interest on the following, whether outstanding at the date of execution of this
Indenture or thereafter incurred or created:

                  (a) indebtedness of a Person for money borrowed, or evidenced
by a note or similar instrument or written agreement given in connection with
the acquisition of any businesses, properties or assets, including securities,

                  (b) indebtedness of a Person to banks or financial
institutions evidenced by notes or other written obligations,

                  (c) indebtedness of a Person evidenced by notes, debentures,
bonds or other securities issued under the provisions of an indenture or similar
instrument,

                  (d) indebtedness of others of the kinds described in the
preceding clauses (a), (b) and (c) that such Person has assumed, guaranteed or
otherwise assured the payment thereof, directly or indirectly, and

                  (e) deferrals, renewals, extensions and refundings of, or
bonds, debentures, notes or other evidences of indebtedness issued in exchange
for, the indebtedness described in the preceding clauses (a) through (d) whether
or not there is any notice to or consent of the holders of Securities; except
(i) indebtedness and advances among such Person and its direct and indirect
subsidiaries and (ii) any particular indebtedness, deferral, renewal, extension
or refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt;

provided, however, that Senior Debt will not include any indebtedness, guarantee
or obligation of such Person that is expressly subordinate or junior in right of
payment to any other indebtedness, guarantee or obligation of such Person,
including, without limitation, the Securities.
<PAGE>
                                                                               9



This definition may be modified or superseded in a manner as contemplated by
Section 3.01. For purposes of Sections 1.11 and 9.07 and Article 14, "Senior
Debt" shall mean the Senior Debt of the Issuer or Issuers of the Securities in
question.

                  "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed
to such term in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933,
as amended, as such Regulation is in effect on the date of this Indenture.

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

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

                  "SUBSIDIARY" means, with respect to any Person:

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

                  (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

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

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

                  "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of
<PAGE>
                                                                              10


which is unconditionally guaranteed by the full faith and credit of the United
States of America which, in either case, are not callable or redeemable at the
option of the issuer thereof or otherwise subject to prepayment, and shall also
include a depository receipt issued by a New York Clearing House bank or trust
company as custodian with respect to any such U.S. Government Obligation, or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount held by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of the
U.S. Government Obligation evidenced by such depository receipt.

                  "VICE PRESIDENT," when used with respect to any Issuer or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

                  "VOTING STOCK" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  Section 1.02 Compliance Certificates and Opinions. Upon any
application or request by the Issuers to the Trustee to take any action under
any provision of this Indenture, the Issuers shall each furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

                  (c) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and
<PAGE>
                                                                              11



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

                  Section 1.03 Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters 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 may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer actually knows 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 Issuers stating that the information with respect to such factual matters is
in the possession of the Issuers, unless such counsel actually knows that the
certificate or opinion or representations with respect to such matters are
erroneous.

                  Any certificate, statement or opinion of an Officer of an
Issuer or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuers, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

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

                  Section 1.04      Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuers. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Issuers, if made in the manner provided in this Section.
<PAGE>
                                                                              12



                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Registered Securities shall be proved by
the Security Register.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Issuers in reliance thereon, whether or not notation of such action is made
upon such Security.

                  (e) If the Issuers shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Issuers may, at their option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Issuers shall have no obligation to do so, provided that the Issuers may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  (f) The Trustee shall set a record date, which shall not be
more than 15 days prior to the date of commencement of solicitation of such
action contemplated by this section 1.04(f), for the purpose of determining the
Holders of Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request
to institute proceedings referred to in Section 5.07(2) or (v) any waiver of
past defaults pursuant to Section 5.13, in each case with respect to Securities
of such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be
<PAGE>
                                                                              13


taken or given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be holders of
Securities of a series for the purpose of determining whether Holders of the
requisite proportion of Outstanding Securities of such series have authorized or
agreed or consented to such action, and for that purpose the Outstanding
Securities of such series shall be computed as of such record date; provided
that no such action by Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be canceled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Issuers' reasonable expense, shall cause notice
of such record date and the proposed action by Holders to be given to the
Issuers in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.06.

                  Section 1.05 Notices, Etc., to Trustee and the Issuers. 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 or by the Issuers shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing and mailed first-class postage prepaid, to or with the Trustee at U.S.
Bank Trust National Association 100 Wall Street, Suite 1600, New York, NY 10005,
Attention: Corporate Trust Administration or if sent by facsimile transmission,
to a facsimile number provided by the Trustee, with a copy mailed, first-class
postage prepaid to the Trustee addressed to it as provided above; or

                  (b) the Issuers 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, addressed to
the relevant Issuer at 1010 Wisconsin Avenue, N.W. Washington D.C., 20007,
Attention: Secretary, or at any other address previously furnished in writing to
the Trustee by the relevant Issuer, or if sent by facsimile transmission, to a
facsimile number provided to the Trustee by the relevant Issuer, with a copy
mailed, first-class postage prepaid, to such Issuer addressed to it as provided
above.

                  Section 1.06 Notice to Holders; Waiver. Where this Indenture
or any Security provides for notice to Holders of any event, such notice shall
be deemed sufficiently given (unless otherwise herein or in such Security
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than 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
<PAGE>
                                                                              14


in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders or the validity of the proceedings
to which such notice relates.

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

                  Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                  Where this Indenture or any Security 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.

                  Section 1.07 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included or deemed included in this Indenture by any of
the provisions of 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 the Trust Indenture Act shall be deemed to apply to this Indenture as so
modified or shall be excluded, as the case may be.

                  Section 1.08 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 1.09 Successors and Assigns. All covenants and
agreements in this Indenture by an Issuer shall bind its successors and assigns,
whether so expressed or not.

                  Section 1.10 Separability Clause. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 1.11 Benefits of Indenture. Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, the Holders and, to the
extent specifically set forth herein, the holders of Senior Debt, any benefit or
any legal or equitable right, remedy or claim under this Indenture.
<PAGE>
                                                                              15



                  Section 1.12 Governing Law. This Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of
New York.

                  Section 1.13 Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium and any other amounts, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day or on such other day as may be set out in the Officers' Certificate pursuant
to Section 3.01 or in any supplemental indenture with respect to the Securities
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity,
as the case may be, if payment is made on such next succeeding Business Day or
other day set out in such Officers' Certificate or in any supplemental indenture
with respect to the Securities.

                  Section 1.14 No Recourse Against Others. A director, officer,
employee or stockholder, as such, of an Issuer or any Guarantor (other than a
stockholder which itself is an Issuer or a Guarantor of the Securities) shall
not have any liability for any obligations of such Issuer or Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

                  Section 1.15 Judgment Currency. The Issuers agree, to the
fullest extent that they may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium, other amounts or
interest, if any, on the Securities of any series (the "REQUIRED CURRENCY") into
a currency in which a judgment will be rendered (the "JUDGMENT CURRENCY"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing,
<PAGE>
                                                                              16


"NEW YORK BANKING DAY" means any day except a Saturday, Sunday or a legal
holiday in The City of New York or a day on which banking institutions in The
City of New York are authorized or required by law or executive order to close.

                  Section 1.16 Counterparts. This instrument may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                    ARTICLE 2

                                 SECURITY FORMS

                  Section 2.01 Forms Generally. The Securities of each series
shall be in substantially the form set forth in this Article, or in such other
form as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of each of the Issuers and delivered to the Trustee at or
prior to the delivery of the Issuer Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

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

                  Section 2.02      Form of Face of Security.

                  Note: Terms marked with an asterisk (*) should be inserted if
MeriStar Finance is a co-issuer of the Security

                      MERISTAR OPERATING PARTNERSHIP, L.P.

                          [MERISTAR FINANCE CORP. III]*

                  .............................................

No. _______                                                          [$]________


                  MeriStar Hospitality Operating Partnership, L.P., a limited
partnership duly organized and existing under the laws of Delaware (the
"COMPANY," which term includes any successor entity under the Indenture
hereinafter referred to) [and MeriStar Finance Corp. III ("MERISTAR FINANCE" and
together with the Company, the
<PAGE>
                                                                              17


"ISSUERS")]*, for value received, hereby promises [promise]* to pay to
_______________, or registered assigns, the principal sum of _______________
[Dollars] on _______________ [if the Security is to bear interest prior to
Maturity, insert-- and to pay interest thereon from _______________ or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on _______________ and _______________ in each year
[if other than semi-annual payments, insert frequency of payments and payment
dates], commencing _____________________, at [if the Security is to bear
interest at a fixed rate, insert-- the rate of _____% per annum], [if the
Security is to bear interest at a variable or floating rate and if determined
with reference to an index, refer to description of index below] until the
principal hereof is paid or made available for payment [if applicable insert--,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of _____% per annum on any overdue principal, premium,
other amounts and on any overdue installment of interest]. [If applicable,
insert -- Interest shall be payable in cash commencing ___________.] [If
applicable, insert -- Until __________, interest shall be payable through the
addition of such interest to the then outstanding principal amount of this
Security.] The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the __________ or __________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

                  [If the Securities are floating or adjustable rate securities
with respect to which the principal of or any premium, other amounts or interest
may be determined with reference to an index, insert the text of the floating or
adjustable rate provision.]

                  [If the Security is not to bear interest prior to Maturity,
insert-- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand
<PAGE>
                                                                              18


for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]

                  Payment of the principal of (and premium and other amounts, if
any) and [if applicable, insert--any such] interest on this Security will be
made at the office or agency of the Company [Issuers]* maintained for that
purpose in New York, in dollars [if applicable, insert--; provided, however,
that at the option of the Company [Issuers]*, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Notwithstanding the foregoing, a Holder of
$1,000,000 or more in aggregate principal amount of Securities of any series in
definitive form, whether having identical or different terms and provisions,
having the same Interest Payment Dates will, at the option of the Company
[Issuers]*, be entitled to receive interest payments, other than at Maturity, by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee for the Securities of
such series at least 15 days prior to the applicable Interest Payment Date. Any
wire instructions received by the Trustee for the Securities of such series
shall remain in effect until revoked by the Holder].

                  [If applicable, insert-- So long as all of the Securities of
this series are represented by Securities in global form, the principal of,
premium and other amounts, if any, and interest, if any, on this global Security
shall be paid in same day funds to the Depositary, or to such name or entity as
is requested by an authorized representative of the Depositary. If at any time
the Securities of this series are no longer represented by global Securities and
are issued in definitive certificated form, then the principal of, premium and
other amounts, if any, and interest, if any, on each certificated Security at
Maturity shall be paid in same day funds to the Holder upon surrender of such
certificated Security at the Corporate Trust Office of the Trustee, or at such
other place or places as may be designated in or pursuant to the Indenture,
provided that such certificated Security is surrendered to the Trustee, or at
such other place or places as may be designated in or pursuant to the Indenture,
provided that such certificated Security is surrendered to the Trustee, acting
as Paying Agent, in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Payments of interest with
respect to such certificated Securities other than at Maturity may, at the
option of the Company [Issuers]*, be made by check mailed to the address of the
Person entitled thereto as it appears on the Security Register on the relevant
Regular or Special Record Date or by wire transfer in same day funds to such
account as may have been appropriately designated to the Paying Agent by such
Person in writing not later than such relevant Regular or Special Record Date.]

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

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
<PAGE>
                                                                              19



                  IN WITNESS WHEREOF, the Company [Issuers]* has [have]* caused
this instrument to be duly executed and delivered.

                              MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.


                              By:  MeriStar Hospitality Corporation, its general
                                   partner

                              By:





                              [MERISTAR HOSPITALITY FINANCE CORP. III


                              By:                                             ]*


                  Section 2.03      Form of Reverse of Security.

                  This Security is one of a duly authorized issue of securities
of the Company [Issuers]* (herein called the "SECURITIES"), issued and to be
issued in one or more series under an Indenture, dated as of _______________,
200_ (herein called the "INDENTURE"), among the Company [Issuers]*, the
Guarantors party hereto (herein called the "GUARANTORS") and
____________________, as Trustee (herein called the "TRUSTEE," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company [Issuers]*, the Guarantors, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $__________].

                  [If applicable, insert-- The Securities of this series are
subject to redemption upon not less than 30 nor more than 60 days' notice by
first class mail, [if applicable, insert-- (1) on __________ in any year
commencing with the year __________ and ending with the year __________ through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] at any time [on or after __________,
_____], as a whole or in part, at the election of the Company [Issuers]*, at the
following Redemption Prices (expressed as percentages of the principal amount):
<PAGE>
                                                                              20



                  If redeemed [on or before _______________, _____%, and if
redeemed] during the 12-month period beginning _______________ of the years
indicated,

<Table>
<Caption>
          YEAR                  REDEMPTION
                                   PRICE
<S>                             <C>
</Table>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Interest
Payment Date is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Dates or Special Record
Dates referred to on the face hereof, all as provided in the Indenture.]

                  [If applicable, insert-- The Securities of this series are
subject to redemption upon not less than 30 nor more than 60 days' notice by
first class mail, (1) on _______________ in any year commencing with the year
__________ and ending with the year __________ through operation of the sinking
fund for this series at the Redemption Prices for redemption through operation
of the sinking fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at any time [on or after __________], as a whole or
in part, at the election of the Company [Issuers]*, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below:

                  If redeemed during a 12-month period beginning
_________________ of the years indicated,

<Table>
<Caption>
        REDEMPTION PRICE               REDEMPTION PRICE FOR                 YEAR
         FOR REDEMPTION              REDEMPTION OTHERWISE THAN
THROUGH OPERATION OF THE SINKING     THROUGH OPERATION OF THE
              FUND                         SINKING FUND
<S>                                 <C>                                   <C>

</Table>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]
<PAGE>
                                                                              21



                  [Notwithstanding the foregoing, the Company [Issuers]* may
not, prior to __________, redeem any Securities of this series as contemplated
by [clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company [Issuers]* (calculated in
accordance with generally accepted financial practice) of less than _____% per
annum.]

                  [The sinking fund for this series provides for the redemption
on ___________ in each year beginning with the year _____ and ending with the
year _____ of [not less than] $_______________ [("MANDATORY SINKING FUND") and
not more than $____________] aggregate principal amount of Securities of this
series.] [Securities of this series acquired or redeemed by the Company
[Issuers]* otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made--in the inverse order in which they become due.]

                  [In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.]

                  [If the Security is not an Original Issue Discount Security,
insert-- If any Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

                  [If the Security is an Original Issue Discount Security,
insert-- If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's [Issuers']* obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

                  [This Security is subject to defeasance and covenant
defeasance as described in the Indenture [if applicable, insert -- and the
supplemental indenture].]

                   [This Security is subject to satisfaction and discharge as
provided in the Indenture [if applicable, insert -- and the supplemental
indenture].]

                  This Security is subject to subordination as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].

                  The Indenture may be modified by the Company [Issuers]* and
the Trustee with respect to this Security without consent of any Holder with
respect to certain matters as described in the Indenture. In addition, the
Indenture permits, with certain
<PAGE>
                                                                              22


exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company [Issuers]* and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company [Issuers]* and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company [Issuers]*
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall bind such Holder and all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligations of the
Company [Issuers]*, which are absolute and unconditional, to pay the principal
of (and premium and other amounts, if any) and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company [Issuers]* in any place where
the principal of (and premium and other amounts, if any) and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company [Issuers]* and the Security
Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same Stated Maturity and aggregate principal amount,
will be issued to the designated transferee or transferees.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of [$1,000] and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company [Issuers]* may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company [Issuers]*, the Trustee and any agent of the Company
[Issuers]* or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company [Issuers]*, the Trustee nor any such agent
shall be affected by notice to the contrary.
<PAGE>
                                                                              23



                  The Indenture imposes certain limitations on the ability of
the Company [Issuers]* to, among other things, merge or consolidate with any
other Person or sell, assign, transfer or lease all or substantially all of its
properties or assets [If other covenants are applicable pursuant to the
provisions of Section 3.01, insert here]. All such covenants and limitations are
subject to a number of important qualifications and exceptions. The Company
[Issuers]* must report periodically to the Trustee on compliance with the
covenants in the Indenture.

                  A director, officer, employee or stockholder, as such, of the
Company [an Issuer (other than a stockholder which is itself an Issuer)]* shall
not have any liability for any obligations of the Company [such Issuer]* under
this Security or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.

                  [If applicable, insert -- A director, officer, employee or
stockholder, as such, of a Guarantor (other than a stockholder which itself is
the Company [an Issuer]* or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company [Issuers]* or such Guarantor under
this Security or the Indenture [if applicable, insert -- or the supplemental
indenture] or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.]

                  [If applicable, insert -- This Security will be entitled to
the benefits of certain Guarantees made for the benefit of the Holders.
Reference is hereby made to the Indenture and the supplemental indenture for a
statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, if any, the Trustee and the Holders.]

                  [If applicable, insert-- Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures
("CUSIP"), the Company [Issuers]* has [have] caused CUSIP numbers to be printed
on the Securities of this series as a convenience to the Holders of the
Securities of this series. No representation is made as to the correctness or
accuracy of such numbers as printed on the Securities of this series and
reliance may be placed only on the other identification numbers printed hereon.]

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
                                                                              24


                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to

                  ---------------------------------------------
                  (Insert assignee's social security or tax I.D. number)

                  ---------------------------------------------
                  (Print or type assignee's name, address and zip code)

and irrevocably appoint ___________________________________ agent to transfer
this Security on the books of the Company [Issuers]*. The agent may substitute
another to act for him.

Dated: __________ Your Signature:

                           (Sign exactly as your name appears on the other side
                           of this Security)

Signature Guaranty:        ________________________________________________
                           [Signatures must be guaranteed by an "eligible
                           guarantor institution" meeting the requirements of
                           the Transfer Agent, which requirements will include
                           membership or participation in STAMP or such other
                           "signature guarantee program" as may be determined by
                           the Transfer Agent in addition to, or in substitution
                           for, STAMP, all in accordance with the Exchange Act.]

Social Security Number or

Taxpayer Identification Number:     _______________________________________
<PAGE>
                                                                              25



                  Section 2.04 Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication shall be in substantially the
following form:

Dated:   _______________

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

                                                     ___________________________
                                                                      As Trustee

                                                     By ________________________
                                                            Authorized Signatory

                  Section 2.05 Securities in Global Form. If Securities of or
within a series are issuable in whole or in part in global form, then any such
Security of such series may provide that it shall represent the aggregate or a
specified amount of the Outstanding Securities of such series from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be reduced
or increased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Issuer Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Issuer Order. If
an Issuer Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is,
delivered, any instructions by the Issuers with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

                  The provisions of the last paragraph of Section 3.03 shall
apply to any Security represented by a Security in global form if such Security
was never issued and sold by the Issuers and the Issuers deliver to the Trustee
the Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

                  Notwithstanding the provisions of Sections 2.01 and 3.07,
unless otherwise specified as contemplated by Section 3.01, payment of principal
of and premium and other amounts, if any, and interest on any Security in
permanent global form shall be made to the Person or Persons specified therein.
<PAGE>
                                                                              26



                  Section 2.06 Form of Legend for the Securities in Global Form.
Any Security in global form authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
                  A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY."

                                    ARTICLE 3

                                 THE SECURITIES

                  Section 3.01 Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                  The Securities may be issued from time to time in one or more
series. Prior to the issuance of Securities of any series, there shall be
established in or pursuant to (i) a Board Resolution of each Issuer, (ii)
actions taken pursuant to a Board Resolution of each Issuer and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate with respect to each such Issuer, or (iii) one or more indentures
supplemental hereto:

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

                                    (2) the purchase price, denomination and any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.07);
<PAGE>
                                                                              27



                                    (3) the date or dates on which the principal
of and premium and other amounts, if any, on the Securities of the series is
payable or the method of determination thereof;

                                    (4) the rate or rates at which the
Securities of the series shall bear interest, if any, or the method of
calculating such rate or rates of interest, the method of payment of interest
(in particular, whether the interest will be paid in kind or otherwise), the
date or dates from which such interest shall accrue or the method by which such
date or dates shall be determined, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on any Interest Payment Date;

                                    (5) the place or places where, subject to
the provisions of Section 10.02, the principal of, premium and other amounts, if
any, and interest, if any, on Securities of the series shall be payable;

                                    (6) the place or places where the Securities
may be exchanged or transferred and notices and demands to or upon the Issuers
in respect of the Securities and this Indenture may be served;

                                    (7) the period or periods within which, the
price or prices at which, the currency or currencies (including currency unit or
units) in which, and the other terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Issuers, and,
if other than as provided in Section 11.03, the manner in which the particular
Securities of such series (if less than all Securities of such series are to be
redeemed) are to be selected for redemption;

                                    (8) the obligation, if any, of the Issuers
to redeem, repay or purchase Securities of the series in whole or in part
pursuant to any sinking fund or analogous provisions or upon the happening of a
specified event, passage of time, or at the option of a Holder thereof and the
period or periods within which, the price or prices at which, and the other
terms and conditions upon which Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

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

                                    (10) if other than U.S. dollars, the
currency or currencies (including currency unit or units) in which payments of
principal of, premium and other amounts , if any, and interest on the Securities
of the series shall or may by payable, or in which the Securities of the series
shall be denominated, and the particular provisions applicable thereto;

                                    (11) if the payments of principal of,
premium and other amounts, if any, or interest on the Securities of the series
are to be made, at the election of the Issuers or a Holder, in a currency or
currencies (including currency unit or units) other than that in which such
Securities are denominated or designated to be
<PAGE>
                                                                              28


payable, the currency or currencies (including currency unit or units) in which
such payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

                                    (12) if the amount of payments of principal
of, premium and other amounts, if any, and interest on the Securities of the
series shall be determined with reference to an index, formula or other method
(which index, formula or method may be based, without limitation, on a currency
or currencies (including currency unit or units) other than that in which the
Securities of the series are denominated or designated to be payable), the
index, formula or other method by which such amounts shall be determined;

                                    (13) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 or the method by which such portion shall be
determined;

                                    (14) any modifications of or additions to
the Events of Default or the covenants of the Issuers set forth herein with
respect to Securities of the series; and whether and the conditions under which
the Holders of the Securities of the series may waive any such Event of Default
or compliance with any such covenant relating to the Securities of such series;

                                    (15) if either or both of Section 13.02 and
Section 13.03 shall be inapplicable, in whole or in part, to the Securities of
the series (provided that if no such inapplicability shall be specified, then
both Section 13.02 and Section 13.03 shall be applicable to the Securities of
the series); and any modification to either such section as it relates to such
series of Securities;

                                    (16) if other than the Trustee, the identity
of the Registrar and any Paying Agent;

                                    (17) if the Securities of the series shall
be issued in whole or in part in global form, (i) the Depositary for such global
Securities, (ii) the form of any legend in addition to or in lieu of that in
Section 2.06 which shall be borne by such global Security, (iii) whether
beneficial owners of interests in any Securities of the series in global form
may exchange such interests for certificated Securities of such series and of
like tenor of any authorized form and denomination, and (iv) if other than as
provided in Section 3.05, the circumstances under which any such exchange may
occur;

                                    (18) if the Holders of the Securities of the
series may convert or exchange the Securities of the series into or for
securities of the Issuers or of other entities or other property (or the cash
value thereof), the specific terms of and period during which such conversion or
exchange may be made;
<PAGE>
                                                                              29



                                    (19) if the Securities of the series shall
have the benefits of any Guarantee and, if so, the identity of the Guarantor or
Guarantors and the terms and provisions applicable to any such Guarantee;

                                    (20) any provisions for the satisfaction and
discharge of the Securities of the series, including provisions in addition to
or modifying the provisions of Article 4 as they pertain to Securities of the
series;

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

                                    (22) any agents for the series, including
trustees, depositories, authenticating, conversion, calculation or paying
agents, transfer agents or registrars;

                                    (23) the subordination of the Securities of
such series to other Indebtedness of the Issuers, including without limitation,
the Securities of any other series; and

                                    (24) any other terms of the series,
including any terms which may be required by or advisable under the laws of the
United States of America or regulations thereunder or advisable (as determined
by the Issuers) in connection with the marketing of Securities of the series.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided by
(i) a Board Resolution of each Issuer, (ii) actions taken pursuant to a Board
Resolution of each Issuer and (subject to Section 3.03) set forth, or determined
in the manner provided, in an Officers' Certificate with respect to each such
Issuer or (iii) in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

                  If any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of each of the Issuers and delivered to the Trustee at or
prior to the delivery of the corresponding Officers' Certificate setting forth,
or providing the manner for determining, the terms of the Securities of such
series, and an appropriate record of any action taken pursuant thereto in
connection with the issuance of any Securities of such series shall be delivered
to the Trustee prior to the authentication and delivery thereof. Prior to the
delivery of a Security of any series in any such form to the Trustee for the
Securities of such series for authentication, each Issuer shall deliver to such
Trustee an Officers' Certificate of such Issuer dated the date such Certificate
is delivered to such Trustee stating that all conditions precedent provided for
in this Indenture relating to the authentication and delivery of Securities in
such forms have been complied with.
<PAGE>
                                                                              30



                  Section 3.02 Denominations. The Securities of each series
shall be issuable in registered form without coupons in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.

                  Section 3.03 Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of each Issuer by its Designated
Officers. The signature of any of these Designated Officers on the Securities
may be manual or facsimile. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuers may deliver Securities of any series
executed by the Issuers to the Trustee for authentication, together with an
Issuer Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Issuer Order shall authenticate and make such
Securities available for delivery. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.01 and 3.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating (subject to customary
assumptions, conditions and exceptions):

                  (a) if the terms of such Securities have been established by
or pursuant to a Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (b) that such Securities, when authenticated and delivered by
the Trustee and issued by the Issuers in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Issuers, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

                  If such terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this
<PAGE>
                                                                              31


Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee, or in the written opinion of counsel to the Trustee (which counsel may
be an employee of the Trustee) such authentication may not lawfully be made or
would involve the Trustee in personal liability.

                  Notwithstanding the provisions of Section 3.01 and of the
immediately preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board
Resolution and the Officers' Certificate otherwise required pursuant to Section
3.01 or the Issuer Order and Opinion of Counsel otherwise required pursuant to
the second preceding paragraph at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

                  If the Issuers shall establish pursuant to Section 3.01 that
the Securities of a series are to be issued in whole or in part in the form of
one or more global Securities, then the Issuers shall execute and the Trustee
shall, in accordance with this Section and the Issuer Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

                  If all the Securities of any one series are not to be issued
at one time and if a Board Resolution relating to such Securities shall so
permit, such Issuer Order may set forth procedures acceptable to the Trustee for
the issuance of such Securities, including, without limitation, procedures with
respect to interest rate, Stated Maturity, date of issuance and date from which
interest, if any, shall accrue.

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

                  No Security shall be entitled to any benefits under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee or an Authenticating Agent by manual signature,
and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.

                  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Issuers,
and the Issuers shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Issuers, for
all purposes of this Indenture such Security shall
<PAGE>
                                                                              32


be deemed never to have been authenticated and delivered hereunder and shall not
be entitled to the benefits of this Indenture.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the Authenticating Agent for such series then in
office, any successor by merger, conversion or consolidation to such Trustee, or
any successor Authenticating Agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee or successor Authenticating Agent had itself
authenticated such Securities.

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

                  Section 3.04 Temporary Securities. Pending the preparation of
definitive Securities of any series, the Issuers may execute, and upon an Issuer
Order the Trustee shall authenticate and make available for delivery, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, with like
terms and conditions as the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.

                  In the case of Securities of any series, such temporary
Securities may be in global form, representing all or a portion of the
Outstanding Securities of such series.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions thereof), if
temporary Securities of any series are issued, the Issuers will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Issuers in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Issuers shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
terms and conditions. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

                  Section 3.05 Registration, Registration of Transfer and
Exchange. The Issuers shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency to be maintained by the Issuers in
accordance with Section 10.02 in a Place of Payment a register (the register
maintained in such office and in any other office or agency of the Issuers in a
Place of Payment being herein sometimes collectively referred to as the
"SECURITY REGISTER") in which, subject to such reasonable regulations as it may
<PAGE>
                                                                              33


prescribe, the Issuers shall provide for the registration of Securities and of
registration of transfers of Securities. The Trustee is hereby appointed
"SECURITY REGISTRAR" for the purpose of registering Securities and transfers of
Securities as herein provided.

                  Upon surrender for registration of transfer of any Security of
any series at the office or agency of the Issuers in a Place of Payment for that
series, the Issuers shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and Stated Maturity and with like terms
and conditions.

                  At the option of the Holder, Securities of any series (except
a Security in global form) may be exchanged for other Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and Stated Maturity and with like terms and conditions, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Issuers shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.

                  Each Security issued in global form authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
series or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Security issued in global form
shall constitute a single Security for all purposes of this Indenture.

                  Notwithstanding any other provision of this Section or Section
3.04, unless and until it is exchanged in whole or in part for Securities in
certificated form in the circumstances described below, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

                  If at any time the Depositary for the Securities of a series
notifies the Issuers that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible to perform such duties,
the Issuers shall appoint a successor Depositary with respect to the Securities
of such series. If (i) a successor Depositary for the Securities of such series
is not appointed by the Issuers within 90 days after the Issuers receive such
notice or becomes aware of such ineligibility, (ii) the Issuers deliver to the
Trustee for the Securities of such series in registered form an Issuer Order
stating that the Securities of such series shall be exchangeable, or (iii) an
Event of Default under Section 5.01 hereof has occurred and is continuing with
respect to the Securities of such series, then the Issuers' selection pursuant
to Section 3.01(17) shall no longer be effective with respect to the Securities
of such series, and the Issuers shall execute, and the Trustee, upon receipt of
an Issuer Order for the authentication and delivery of certificated Securities
of such
<PAGE>
                                                                              34


series of like tenor and like terms and conditions, shall authenticate and
deliver Securities of such series of like tenor and with like terms and
conditions in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor and like terms and conditions in global form in
exchange for such Security or Securities in global form.

                  The Issuers may at any time in their sole discretion determine
that Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Issuers shall execute,
and the Trustee, upon receipt of an Issuer Order for the authentication and
delivery of certificated Securities of such series of like tenor and like terms
and conditions, shall authenticate and deliver, Securities of such series of
like tenor and like terms and conditions in certificated form, in authorized
denominations and in an aggregate principal amount equal to the principal amount
of the Security or Securities of such series of like tenor and like terms and
conditions in global form in exchange for such Security or Securities in global
form.

                  If specified by the Issuers pursuant to Section 3.01 with
respect to a series of Securities, the Depositary for such series may surrender
a Security in global form of such series in exchange in whole or in part for
Securities of such series in certificated form on such terms as are acceptable
to the Issuers and such Depositary. Thereupon, the Issuers shall execute, and
the Trustee shall authenticate and deliver, without service charge,

                           (i) to each Person specified by such Depositary a new
certified Security or Securities of the same series of like tenor and like terms
and conditions, of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's beneficial
interest in the Security in global form; and

                           (ii) to such Depositary a new Security in global form
of like tenor and like terms and conditions in a denomination equal to the
difference, if any, between the principal amount of the surrendered Security in
global form and the aggregate principal amount of certificated Securities
delivered to Holders thereof.

                  Upon the exchange of a Security in global form for Securities
in certificated form, such Security in global form shall be canceled by the
Trustee. Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

                  Whenever any Securities are surrendered for exchange, the
Issuers shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.
<PAGE>
                                                                              35



                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Issuers, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

                  Unless otherwise provided in the Securities to be transferred
or exchanged, no service charge shall be made for any registration of transfer
or exchange of Securities, but the Issuers or the Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not
involving any transfer.

                  In the event of any redemption of any series, the Issuers
shall not be required to (i) issue, register the transfer of or exchange the
Securities of any series during a period beginning 15 days before the mailing of
a notice of redemption of Securities of that series to be redeemed or, with
respect to which a Holder has exercised an option to require repurchase of the
Security prior to the Stated Maturity thereof, and ending on the date of the
mailing; or (ii) register the transfer of or exchange any Security, or portion
thereof, called for redemption or, with respect to which a Holder has exercised
an option to require repurchase of the Security, prior to the Stated Maturity
thereof, except the unredeemed portion or portion not being repurchased of any
Security being redeemed or repurchased in part.

                  The foregoing provisions relating to registration, transfer
and exchange may be modified, supplemented or superseded with respect to any
series of Securities by a Board Resolution or in one or more indentures
supplemental hereto.

                  Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.
If (i) any mutilated Security is surrendered to the Trustee for such Security or
the Issuers and the Trustee for a Security receive evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) there is
delivered to Issuers and such Trustee such security or indemnity as may be
required by them to hold each of them and any agent of either of them harmless,
then, in the absence of notice to Issuers or such Trustee that such Security has
been acquired by a bona fide purchaser, the Issuers shall execute and upon their
request such Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for such mutilated Security, a
new Security of the same series and in a like principal amount and of a like
Stated Maturity and with like terms and conditions, and bearing a number not
contemporaneously outstanding.
<PAGE>
                                                                              36



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

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

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

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

                  Section 3.07 Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

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

                                    (1) The Issuers may elect to make payment of
any Defaulted Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Issuers shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment (which shall
be not less than 25 days after the receipt by the Trustee of such notice, unless
such Trustee shall consent to an earlier date), and at the same time the Issuers
shall deposit with the Trustee an amount of money in Applicable Currency equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements reasonably satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted
<PAGE>
                                                                              37


Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Issuers of such Special Record Date and, in the name and at the
reasonable expense of the Issuers, 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 of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

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

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

                  Section 3.08 Persons Deemed Owners. Prior to due presentment
of a Security for registration of transfer, the Issuers, the Trustee and any
agent of the Issuers or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium and other amounts, if any, and
(subject to Sections 3.05 and 3.07) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be
affected by notice to the contrary.

                  None of the Issuers, the Trustee or any agent of the Issuers
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interest
of a Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Issuers or the Trustee or any agent of the Issuers or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the right of such Depositary (or its
nominee) as holder of such Security in global form.

<PAGE>
                                                                              38


         Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Issuers
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Issuers may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Issuers, unless, by an Issuer
Order, the Issuers shall direct that canceled Securities be returned to them).

         Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

         Section 3.11 CUSIP Number. The Issuers in issuing Securities of any
series may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number
in notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuers will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

         Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Issuers may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium and
other amounts, if any, or interest on the Securities (whether pursuant to
optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer of immediately available funds to an account designated by the
Trustee on or before the date and time such moneys are to be paid to the Holders
of the Securities in accordance with the terms hereof.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01 Satisfaction and Discharge of Indenture. (a) This
Indenture shall cease to be of further effect with respect to a series of
Securities, when the Trustee, upon Issuer Request and at the expense of the
Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                           (1) either (a) all Securities of such series
theretofore authenticated and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section
<PAGE>
                                                                              39


3.06 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Issuers and thereafter repaid to
the Issuers or discharged from such trust, as provided in Section 10.05) have
been delivered to the Trustee for cancellation; or (b) all such Securities not
theretofore delivered to the Trustee for cancellation (i) have become due and
payable, or (ii) will become due and payable at their Stated Maturity within one
year, or (iii) have been called for redemption within one year under
arrangements reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the reasonable expense, of the
Issuers, and the Issuers, in the case of (b)(i), (ii) or (iii) above, have
irrevocably deposited with the Trustee as trust funds in trust for the purpose
cash in the Applicable Currency or, in the case of a series of Securities
payable in dollars, U.S. Government Obligations in an amount certified to be
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal, premium
and other amounts, if any, and interest to the date of such deposit (in the case
of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                           (2) the Issuers have paid or caused to be paid all
other sums payable hereunder by the Issuers and have delivered irrevocable
instructions to the Trustee to apply the deposited amounts to the payment of
such Securities at Stated Maturity or redemption, as applicable;

                           (3) no Default or Event of Default with respect to
this Indenture or the Securities shall have occurred on the date of deposit and
such deposit will not result in a breach or violation of, or constitute a
default under, any other instruments to which any Issuer is a party or to which
it is bound;

                           (4) the Issuers have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture with respect to such Securities have been complied
with; and

                           (5) no event or condition shall exist on the date of
such deposit that, pursuant to the provisions of Section 14.02 or 14.03, would
prevent the Issuers from making payments of the principal of or interest on the
Securities of such series on the date of such deposit.

         (b) Notwithstanding the satisfaction and discharge of this Indenture
with respect to a series of Securities:

                  (i) Until no notes of such series of Securities are
outstanding, (1) the obligations of the Issuers to the Trustee under Section
6.07, (2) the obligations of the Issuers to any Authenticating Agent under
Section 6.14, (3) if money shall have been deposited with the Trustee pursuant
to clause (a)(1)(b) of this Section, the obligations of the Trustee and any
Paying Agent under Section 4.02 and the last paragraph of Section 10.05 and (4)
the obligations of the Issuers under this Article 4,
<PAGE>
                                                                              40


Sections 3.03, 3.05, 3.06, 3.07, 7.01, 7.02, 10.01, 10.02 and the last paragraph
of Section 10.05 shall survive, in each case, with respect to such series of
Securities.

                  (ii) After no notes of such series of Securities are
outstanding, (1) the obligations of the Issuers to the Trustee under Section
6.07 and (2) the obligations of the Issuers under this Article 4 shall survive.

         Section 4.02 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including an Issuer acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium and other amounts, if any) and interest for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.

         Section 4.03 Reinstatement. If the Trustee or Paying Agent is unable to
apply any cash in accordance with this Article 4 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers' obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Article 4 until
such time as the Trustee or Paying Agent is permitted to apply all such cash in
accordance with Article 4; provided, however, that if the Issuers have made any
payment of interest on, premium and other amounts, if any, principal or other
amounts, if any, of any Securities because of the reinstatement of its
obligations, the Issuers shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the trustee or
Paying Agent.

         Section 4.04 Application to a Specific Series of Securities. The
Issuers may elect to satisfy and discharge their obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Issuers make such election, (a) the terms of Section 4.01,
4.02 and 4.03 shall apply only to the specific series of Securities and the
terms of the Indenture as it relates to such series of Securities and (b) the
other Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5

                                    REMEDIES

         Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by reason of Article 14
hereof or by operation of law or
<PAGE>
                                                                              41


pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                           (1) the Issuers default in the payment of interest or
other amounts (not set forth in (2) below) on any Security of that series when
such interest becomes due and payable and the default continues for a period of
30 days; or

                           (2) the Issuers default in the payment of the
principal of, or premium or other amounts, if any, on any Security of that
series when the same becomes due and payable at Maturity or on redemption or
otherwise; or

                           (3) the Issuers fail to deposit any sinking fund
payment, for five days after it becomes due by the terms of a Security of that
series; or

                           (4) the Issuers fail to observe or perform any of its
other covenants, agreements or warranties in the Securities of that series or
this Indenture (other than a covenant, agreement or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of
a series of Securities other than that series), and the failure to observe or
perform continues for the period and after the notice specified in the last
paragraph of this Section; or

                           (5) an Issuer or any of its Significant Subsidiaries
(or any of such Issuer's Subsidiaries that would constitute a Significant
Subsidiary of such Issuer or any group of such Issuer's Subsidiaries that, taken
together, would constitute a Significant Subsidiary of such Issuer) pursuant to
or within the meaning of any Bankruptcy Law (a) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself or themselves, (b)
consents to the entry of a judgment, decree or order for relief against it or
themselves in an involuntary case or proceeding under any Bankruptcy Law, (c)
consents to or acquiesces in the institution of bankruptcy or insolvency
proceedings against it or them, (d) applies for, consents to or acquiesces in
the appointment of or taking possession by a Custodian of it or any of its
Significant Subsidiaries or any of such Issuer's subsidiaries that would, if
taken together, constitute a Significant Subsidiary of such Issuer or for all or
substantially all of the property of such Issuer, any of its Significant
Subsidiaries or any of such Issuer's subsidiaries that would, if taken together,
constitute a Significant Subsidiary of such Issuer, (e) makes a general
assignment for the benefit of its or their creditors, (f) admits in writing to
an inability to pay its debts as they become due or (g) takes any corporate
action in furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

                           (6) (i) a court of competent jurisdiction enters a
judgment, decree or order for relief in an involuntary case or proceeding under
any Bankruptcy Law which shall (a) approve as properly filed a petition seeking
reorganization, arrangement, adjustment or composition in respect of an Issuer
or any of its Significant Subsidiaries or any of such Issuer's subsidiaries that
would, if taken together, constitute a Significant Subsidiary of such Issuer,
(b) appoint a Custodian of an
<PAGE>
                                                                              42


Issuer or any of its Significant Subsidiaries or any of such Issuer's
subsidiaries that would, if taken together, constitute a Significant Subsidiary
of such Issuer or for all or substantially all of the property of such Issuer,
any of its Significant Subsidiaries or any of such Issuer's subsidiaries that
would, if taken together, constitute a Significant Subsidiary of such Issuer or
(c) order the winding-up or liquidation of affairs of an Issuer or any of its
Significant Subsidiaries or any of such Issuer's subsidiaries that would, if
taken together, constitute a Significant Subsidiary of such Issuer, and such
judgment, decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (ii) any bankruptcy or insolvency petition or application
is filed, or any bankruptcy or insolvency proceeding is commenced, against an
Issuer or any of its Significant Subsidiaries or any of such Issuer's
subsidiaries that would, if taken together, constitute a Significant Subsidiary
of such Issuer and such petition, application or proceeding is not dismissed
within 60 days; or (iii) a warrant of attachment is issued against any material
portion of the property of an Issuer or any of its Significant Subsidiaries or
any of such Issuer's subsidiaries that would, if taken together, constitute a
Significant Subsidiary of such Issuer which is not released within 60 days of
service; or (iv) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that is for relief in an involuntary case against an
Issuer, a Significant Subsidiary of such Issuer or any group of such Issuer's
Subsidiaries that, taken together, would constitute a Significant Subsidiary of
such Issuer; or

                           (7) any other Event of Default provided with respect
to Securities of that series.

         A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series notify the Issuers of the Default and the
Issuers do not cure the Default within 60 days after receipt of the notice. The
notice must specify the Default, demand that it be remedied and state that the
notice is a "NOTICE OF DEFAULT." When a Default under clause (4) above is cured
within such 60-day period, it ceases to be a Default.

         Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (5) or (6) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Issuers, or the Holders of
at least 25% in aggregate principal amount of the Securities of that series then
Outstanding by notice in writing to the Issuers and the Trustee, may declare the
unpaid principal of and interest accrued thereon to the date of acceleration and
premium and other amounts, if any, thereon (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) on all the Securities of that
series then Outstanding to be due and payable immediately and, upon any such
declaration, all the Securities of that series then Outstanding (or specified
principal amount) shall become and be immediately due and payable.

         If an Event of Default specified in clause (5) or (6) of Section 5.01
occurs, all unpaid principal of, interest, premium and other amounts, if any,
accrued on all the
<PAGE>
                                                                              43


Securities of that series then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.

         Upon payment of all such principal and interest, all of the Issuers'
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except the obligations
of the Issuers under Section 6.07.

         At any time after a declaration of acceleration of Maturity with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series by notice to the Trustee may
rescind an acceleration and its consequences (except with respect to non-payment
of principal, premium, interest or other amounts, if any) if (i) all existing
Events of Default, other than the nonpayment of the principal of the Securities
of that series that has become due solely by such declaration of acceleration,
have been cured or waived as provided herein; provided that no such recision
shall affect any subsequent Default or Event of Default or impair any right
consequent thereon, (ii) the Issuers have paid or deposited with the Trustee a
sum sufficient to pay in Applicable Currency: (A) all overdue interest on all
Securities of that series, (B) to the extent payment thereof is lawful, the
principal of (and premium and other amounts, if any, on) any Securities of that
series which have become due otherwise than by such declaration of acceleration
and interest thereon from the date such principal became due at a rate per annum
equal to the rate borne by the Securities of such series (or, in the case of
Original Issue Discount Securities, the Securities' yield to maturity) and (C)
to the extent the payment of such interest is lawful, interest at a rate per
annum equal to the rate borne by the Securities of such series (or, in the case
of an Original Issue Discount Security, the Securities' annual bond-equivalent
yield to maturity) on overdue installments of interest and overdue principal
that has become due otherwise than by such declaration of acceleration have been
paid, (iii) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Issuers covenant that if:

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

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

                           (3) default is made in the payment of any sinking or
analogous obligation when the same becomes due by the terms of the
<PAGE>
                                                                              44


Securities of any series, and any such default continues for any period of grace
provided with respect to the Securities of such series,

the Issuers will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium and other amounts, if any) and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium and other amounts, if any) and on
any overdue interest, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

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

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

         Section 5.04 Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Issuers or any other obligor upon the Securities or the property of the
Issuers or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Issuers for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
principal (and premium and other amounts, if any) and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel) and of the Holders allowed in such
judicial proceedings, and
<PAGE>
                  (ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and

                  (iii) unless prohibited by law of applicable regulations, to
vote on behalf of the Holders of the Securities of such series in any election
of a trustee in bankruptcy or other person performing similar functions; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding, except as aforesaid,
for the election of a trustee in bankruptcy or other person performing similar
functions.

         Section 5.05 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium or other amounts, if any, or interest, upon presentation of the
Securities in respect of which moneys have been collected and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

         First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
of, and premium and other amounts, if any, and interest on the Securities of
such series in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities of such series for principal, and
premium and other amounts, if any, and interest, respectively; and
<PAGE>
                                                                              46


         Third: To the Person or Persons entitled thereto.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Issuers a notice that states
the record date, the payment date and the amount to be paid.

         Section 5.07 Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

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

                  (2) the Holders of at least twenty-five percent in principal
amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series.

         Section 5.08 Unconditional Right of Holders to Receive Principal,
Premium, Other Amounts and Interest. Notwithstanding any other provision in this
Indenture but subject to Article 14, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, premium, other amounts, if any, and (subject to Section 3.07) interest on
such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the
<PAGE>
                                                                              47


Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

         Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Issuers,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

         Section 5.10 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         Section 5.12 Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

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

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

                  (3) subject to Section 6.01, the Trustee need not take any
action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

         Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written
<PAGE>
                                                                              48


notice to the Trustee on behalf of the Holders of all the Securities of such
series waive any Default or Event of Default with respect to such series and its
consequences, except a Default or Event of Default:

                  (1) in respect of the payment of the principal of or premium,
other amounts, if any, or interest on any Security of such series, or

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

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

         Section 5.14 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than ten percent in principal amount
of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or premium or
other amounts, if any, or interest on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.01 Certain Duties and Responsibilities of the Trustee.

         (a) Except during the continuance of an Event of Default, the Trustee's
duties and responsibilities under this Indenture shall be governed by Section
315(a) of the Trust Indenture Act.

         (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.
<PAGE>
                                                                              49


         (c) None of the provisions of Section 315(d) of the Trust Indenture Act
shall be excluded from this Indenture.

         (d) Every provision of this Indenture which pertains to the Trustee
shall be subject to this Section 6.01.

         Section 6.02 Notice of Defaults. Within 90 days after the occurrence of
any Default or Event of Default with respect to the Securities of any series,
the Trustee shall give to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such Default or
Event of Default known to the Trustee, unless such Default or Event of Default
shall have been cured or waived; provided, however, that, except in the case of
a Default or Event of Default in the payment of the principal of or premium,
other amounts, if any, or interest on any Security of such series, or in the
deposit of any sinking fund payment with respect to Securities of that series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series.

         Section 6.03 Certain Rights of Trustee. Subject to the provisions of
the Trust Indenture Act:

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

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

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

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

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee satisfactory security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;
<PAGE>
                                                                              50


         (f) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, or the books and records of the
Issuers, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Issuers or, if paid by the Trustee,
shall be repaid by the Issuers upon demand;

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

         (h) the Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

         Section 6.04 Not Responsible for Recitals or Issuance of Securities.
The recitals herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuers, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Issuers are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuers of Securities or the proceeds thereof.

         Section 6.05 May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Issuers, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Issuers with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
<PAGE>
                                                                              51


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 otherwise agreed upon in writing with the Issuers.

         Section 6.07 Compensation and Reimbursement. The Issuers agree:

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

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

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured by the income of the Trustee),
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(6) or Section 5.01(7), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         The provisions of this Section 6.07 shall survive this Indenture and
the resignation or removal of the Trustee.

         Section 6.08 Disqualification; Conflicting Interests. The Trustee shall
be disqualified only where such disqualification is required by Section 310(b)
of the Trust Indenture Act. Nothing shall prevent the Trustee from filing with
the Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

         Section 6.09 Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or
<PAGE>
                                                                              52


examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither of the Issuers nor any Person directly or indirectly controlling,
controlled by, or under common control with the Issuers may serve as Trustee. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         Section 6.10 Resignation and Removal; Appointment of Successor.

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

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Issuers. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

         (d) If at any time:

                  (i) the Trustee shall fail to comply with Section 310(b) of
the Trust Indenture Act after written request therefor by the Issuers or by any
Holder who has been a bona fide Holder of a Security of such series of
Securities for at least six months unless the Trustee's duty to resign is stayed
in accordance with the provisions of Section 310(b) of the TIA; or

                  (ii) the Trustee shall cease to be eligible under Section 6.09
and shall fail to resign after written request therefor by the Issuers or by any
such Holder of a Security who has been a bona fide Holder of a Security of such
series of Securities for at least six months; 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, (i) the Issuers by Board Resolutions may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security of
such series of Securities for at least six months may, on behalf of himself and
all others similarly situated, petition any
<PAGE>
                                                                              53


court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Issuers, by Board
Resolutions, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Issuers and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Issuers with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Issuers or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         (f) The Issuers shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

         Section 6.11 Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Issuers and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Issuers or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.
<PAGE>
                                                                              54


         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of some (but not all) series, the Issuers, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Issuers or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

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

         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under the Trust Indenture Act and this Article 6.

         Section 6.12 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may
<PAGE>
                                                                              55


adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Securities.

         Section 6.13 Preferential Collection of Claims Against the Issuers. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

         Section 6.14 Appointment of Authenticating Agent. At any time when any
of the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Issuers and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the parties hereto or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuers. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
<PAGE>
                                                                              56


Authenticating Agent and to the Issuers. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuers and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Issuers agree to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated among the Issuers and such Authenticating
Agent for its services under this Section.

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

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:   ____________________

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

                                            ____________________________________
                                            As Trustee


                                         By ____________________________________
                                            As Authenticating Agent


                                         By ____________________________________
                                            Authorized Signatory


         Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium, other amounts
(if any) and interest on the Securities of any series, whether acting as
Trustee, Security Registrar, Paying Agent or otherwise with respect to the
Securities of any series.
<PAGE>
                                                                              57


                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUERS

         Section 7.01 Issuers to Furnish Trustee Names and Addresses of Holders.
With respect to each series of Securities, the Issuers will furnish or cause to
be furnished to the Trustee therefor:

         (a) semi-annually, not later than 15 days after the Regular Record Date
for each series of Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities as
of such Regular Record Date (unless the Trustee has such information), or if
there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         Section 7.02 Preservation of Information; Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar, if so acting for the relevant series of Securities. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

         (b) If three or more Holders of Securities of any particular series
(herein referred to as "APPLICANTS") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of that series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of that series with respect to
their rights under this Indenture or under such Securities and is accompanied by
a copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election, either:

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

                  (ii) inform such applicants as to the approximate number of
Holders of Securities of that series whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a), and
<PAGE>
                                                                              58


as to the approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

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

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

         Section 7.03 Reports by Trustee.

         (a) Within 60 days after ______ of each year commencing with the year
200_, the Trustee shall transmit by mail to all Holders of Securities of each
series as provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of ______, if required by and in compliance with Section 313(a) of the
Trust Indenture Act. The Trustee shall also comply with Section 313(b) of the
Trust Indenture Act.

         (b) A copy of each such report shall, at the time of such transmission
to Holders of Securities of a series, be filed by the Trustee with each stock
exchange or inter-dealer quotation system upon which any Securities are listed,
with the Commission and with the Issuers. The Issuers will notify the Trustee
when any Securities are listed on any stock exchange or any inter-dealer
quotation system.
<PAGE>
                                                                              59


         Section 7.04 Reports by the Issuers. Each Issuer shall:

                  (1) file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which such Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
such Issuer is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

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

                  (3) transmit or cause to be transmitted by mail to all Holders
of each particular series of Securities, as their names and addresses appear in
the Security Register, (a) as promptly as reasonably practicable following the
furnishing of the same to its stockholders, such Issuer's annual report to
stockholders, containing certified financial statements, and any other financial
reports which such Issuer generally furnishes to its stockholders, and (b)
within 30 days after the filing thereof with the Trustee, such summaries of any
other information, documents and reports required to be filed by such Issuer
pursuant to paragraphs (1) and (2) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission; and

                  (4) furnish to the Trustee, within 30 days of each anniversary
of the issuance of a series of Securities, a brief certificate from such
Issuer's principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of such Issuer's compliance with
all conditions and covenants under this Indenture. For purposes of this
paragraph, such compliance shall be determined without regard to any period of
grace or requirement of notice provided under this Indenture. Such certificate
need not comply with Section 1.02.

                                    ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01 When Issuers May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, an
Issuer shall not consolidate with, or merge with or into, any other Person
(whether or not
<PAGE>
                                                                              60


such Issuer shall be the surviving corporation or entity), or convey, transfer
or lease all or substantially all of its properties and assets as an entirety or
substantially as an entirety to any Person or group of affiliated Persons, in
one transaction or a series of related transactions, unless:

                  (1) either such Issuer shall be the continuing Person or the
Person (if other than such Issuer) formed by such consolidation or with which or
into which such Issuer is merged or the Person (or group of affiliated Persons)
to which all or substantially all the properties and assets of such Issuer as an
entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation or other entity (group of affiliated corporations or
entities) organized and existing under the laws of the United States of America
or any State thereof or the District of Columbia and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of such Issuer under
the Securities and this Indenture; and

                  (2) immediately after giving effect to such transaction or
series of related transactions, no Event of Default, and no Default, shall have
occurred and be continuing.

         Notwithstanding the foregoing, an Issuer may consolidate with, or merge
with or into, an Affiliate incorporated for the purpose incorporating such
Issuer in another jurisdiction of the United States of America or any State
thereof or the District of Columbia.

         Section 8.02 Opinion of Counsel. The relevant Issuer or Issuers shall
deliver to the Trustee prior to the proposed transaction(s) covered by Section
8.01 an Officers' Certificate and an Opinion of Counsel stating that the
transaction(s) and such supplemental indenture comply with this Indenture and
that all conditions precedent to the consummation of the transaction(s) under
this Indenture have been met.

         Section 8.03 Successor Corporation Substituted. Upon any consolidation
by an Issuer with or merger by an Issuer into any other corporation or other
entity or any conveyance, transfer or lease all or substantially all of the
property and assets of an Issuer as an entirety or substantially as an entirety
in accordance with Section 8.01, the successor corporation or other entity
formed by such consolidation or into which such Issuer is merged or the
successor corporation or entity or affiliated group of corporations or entities
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, such Issuer under
this Indenture with the same effect as if such successor corporation or
corporations or entity or entities had been named as such Issuer herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations or entity or entities shall be relieved of all obligations and
covenants under this Indenture and the Securities and in the event of such
consolidation, merger, conveyance or transfer, except in the case of a lease,
any such predecessor corporation may be dissolved and liquidated.
<PAGE>
                                                                              61


                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.01 Supplemental Indentures Without Consent of Holders.
Without notice to or the consent of any Holders, the Issuers, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to an
Issuer and the assumption by any such successor of the covenants of such Issuer
herein and in the Securities; or

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

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

                  (4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; provided, however, that any such action shall
not adversely affect the interests of the Holders of Securities of any series in
any material respect; or

                  (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                  (6) to secure the Securities; or

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

                  (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or
<PAGE>
                                                                              62


                  (9) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein; or

                  (10) to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11) to add Guarantees with respect to any or all of the
Securities; or

                  (12) to provide for uncertificated Securities in addition to
or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

         Upon request of the Issuers, accompanied by Board Resolutions
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in (and subject to the last sentence
of) Section 9.03, the Trustee shall join with the Issuers in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture.

         Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Issuers and the Trustee, the Issuers, when authorized
by Board Resolutions, and the Trustee shall, subject to Section 9.03, enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or
premium, other amounts, if any, or any installment of principal of or premium,
other amounts, if any, or interest on, any Security, or reduce the principal
amount (or accreted value, as the case may be) thereof or the rate of interest
thereon or accretions or any premium or other amounts payable upon the
redemption, repurchase or repayment thereof, or change the manner in which the
amount of any of the foregoing is determined, or reduce the amount of the
principal (or accreted value, as the case may be) that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02, or change any Place of Payment where, or the Applicable Currency for, or
impair the right to receive payment of principal of a premium, interest or other
amounts, if any, on any Holder's Securities on or after their respective due
dates or to institute suit for the enforcement of any such payment; or
<PAGE>
                                                                              63


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

                  (3) modify any of the provisions of this Section, Section 5.13
or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8); or

                  (4) modify any conversion ratio or otherwise impair conversion
rights with respect to such Outstanding Securities, except as expressly
permitted by the terms of such Outstanding Securities; or

                  (5) modify any redemption provisions applicable to such
Outstanding Securities; or

                  (6) directly or indirectly release any of the collateral or
security interest or guarantee in respect of such Outstanding Securities, except
as expressly permitted by the terms of such Outstanding Securities; or

                  (7) change any obligations to pay additional amounts provided
in the terms of such Outstanding Securities.

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

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

         Section 9.03 Execution of Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article, subject to
the last sentence of this Section 9.03. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is
<PAGE>
                                                                              64


authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Section 9.04 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         Section 9.06 Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuers shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Issuers, to any such supplemental indenture may be prepared and
executed by the Issuers and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

         Section 9.07 Subordination Unimpaired. This Indenture may not be
amended to alter the subordination of any of the Outstanding Securities without
the written consent of each holder of Senior Debt then outstanding that would be
adversely affected thereby.


                                   ARTICLE 10

                                    COVENANTS

         Section 10.01 Payments of Securities. With respect to each series of
Securities, the Issuers will duly and punctually pay the principal of (and
premium or other amounts, if any) and interest on such Securities in accordance
with their terms and this Indenture, and will duly comply with all the other
terms, agreements and conditions contained in, or made in the Indenture for the
benefit of, the Securities of such series.

         Section 10.02 Maintenance of Office or Agency. The Issuers will
maintain an office or agency in each Place of Payment where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Issuers in respect of the
Securities and this Indenture may be served. The Issuers will give prompt
written notice to the Trustee of the location, and any change in location, of
such office or agency. If at any time the Issuers shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee
<PAGE>
                                                                              65


with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee as set forth in Section 1.05
hereof.

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

         Section 10.03 Compliance Certificates.

         (a) Each Issuer shall deliver to the Trustee within 90 days after the
end of each fiscal year of such Issuer (which fiscal year currently ends on
December 31), an Officers' Certificate stating (i) that a review of the
activities of such Issuer during the preceding fiscal year has been made under
the supervision of the signing Officers with a view to determining whether such
Issuer and its Subsidiaries has kept, observed, performed and fulfilled its
obligations under this Indenture, (ii) that, as to each such Officer signing
such Officer's Certificate, to the best of his or her knowledge, such Issuer and
its Subsidiaries has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and (ii) whether or not the signer knows of
any Default or Event of Default by such Issuer that occurred prior to the end of
the fiscal year and is then continuing. If the signer does know of such a
Default or Event of Default, the certificate shall describe each such Default or
Event of Default and its status and the specific section or sections of this
Indenture in connection with which such Default or Event of Default has
occurred. Each Issuer shall also promptly notify the Trustee in writing should
such Issuer's fiscal year be changed so that the end thereof is on any date
other than the date on which such Issuer's fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

         (b) The Issuers shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

         (c) The Issuers shall deliver to the Trustee forthwith upon becoming
aware of a Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is continuing), an
Officers' Certificate setting forth the details of such Default or Event of
Default and the action that the Issuers propose to take with respect thereto and
the specific section or sections of this Indenture in connection with which such
Default or Event of Default has occurred.

         Section 10.04 Waiver of Stay, Extension or Usury Laws. The Issuers
covenant (to the extent that they may lawfully do so) that they will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Issuers from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein,
<PAGE>
                                                                              66


wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Issuers hereby expressly waive all benefit or advantage of
any such law, and covenant that they will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

         Section 10.05 Money for Securities Payments to Be Held in Trust. If an
Issuer shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium and other amounts, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum, in the Applicable Currency, sufficient to pay the principal (and
premium and other amounts, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

         Whenever the Issuers shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
(and premium and other amounts, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum, in the Applicable Currency,
sufficient to pay the principal (and premium and other amounts, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium, other amounts, if any, or interest,
and (unless such Paying Agent is the Trustee) the Issuers will promptly notify
the Trustee of their action or failure to so act.

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

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

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

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

         The Issuers may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuers or such
<PAGE>
                                                                              67


Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Issuers or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuers, in trust for the payment of the principal of (and premium and
other amounts, if any) or interest on any Security of any series and remaining
unclaimed for one year after such principal (and premium and other amounts, if
any) or interest has become due and payable shall, subject to any applicable
escheat laws, be paid to the Issuers on Issuer Request, or (if then held by the
Issuers) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustees
thereof, shall thereupon cease; provided, however, that the Trustee of such
Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuers.

         Section 10.06 Taxes. Each of the Issuers shall, and shall cause each of
their respective Subsidiaries to, pay prior to delinquency, all material taxes,
assessments and governmental levies, except as contested in good faith by
appropriate proceedings and for which appropriate provision has been made.

         Section 10.07 Maintenance of Existence. Except as provided with respect
to a series of Securities and as provided in Article 8, each of the Issuers
shall do or cause to be done all things necessary to preserve and keep in full
force and effect (i) its corporate or limited partnership, as the case may be,
existence and the corporate, limited partnership or limited liability company,
as the case may be, existence of each of its Subsidiaries, in accordance with
its respective organizational documents (as the same may be amended from time to
time) and (ii) its (and its Subsidiaries') rights (charter and statutory),
licenses and franchises; provided, however, that neither Issuer shall be
required to preserve any such right, license or franchise, or the corporate,
limited partnership or limited liability company, existence of any of its
Subsidiaries, if the Board of Directors of the Parent shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuers and their respective Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

         Section 10.08 Waiver of Certain Covenants. The Issuers may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding
<PAGE>
                                                                              68


Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Issuers and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01 Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
3.01 for Securities of any series) in accordance with this Article; provided,
however, that if any provision of any such form of Security shall conflict with
any provision of this Article, the provision of such form of Security shall
govern.

         Section 11.02 Election to Redeem; Notice to Trustee. The election of
the Issuers to redeem any Securities shall be evidenced by Board Resolutions. In
case of any redemption at the election of the Issuers of less than all the
Securities of any series, the Issuers shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Issuers (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Issuers shall furnish the Trustee with
Officers' Certificates evidencing compliance with such restriction.

         Section 11.03 Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Issuers and
the Issuers shall give notice thereof to the Trustee.

         The Trustee shall promptly notify the Issuers in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.
<PAGE>
                                                                              69


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

         Section 11.04 Notice of Redemption. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 45
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

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

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest or original issue discount thereon will cease to
accrue or accrete on and after said date;

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) the CUSIP number, if any, of the Securities to be
redeemed.

         Notice of redemption of Securities to be redeemed at the election of
the Issuers shall be given by the Issuers or, at the Issuers' request, by the
Trustee in the name and at the expense of the Issuers.

         Section 11.05 Deposit of Redemption Price. Prior to any Redemption
Date, the Issuers shall deposit with the Trustee or with a Paying Agent (or, if
an Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money in the Applicable Currency
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

         Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Issuers may deliver such
<PAGE>
                                                                              70


Securities to the Trustee for crediting against such payment obligation in
accordance with the terms of such Securities and this Indenture.

         Section 11.06 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Applicable Currency, and from and after such date
(unless the Issuers shall default in the payment of the Redemption Price or
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Issuers at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
or Special Record Dates according to their terms and the provisions of Section
3.07.

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

         Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Issuers
at a Place of Payment therefor (with, if the Issuers or the Trustee so require,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Issuers and the Security Registrar therefor duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Issuers shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series
and Stated Maturity, of any authorized denomination as requested by such Holder,
and having the same terms and conditions and in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "MANDATORY SINKING
FUND PAYMENT," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "OPTIONAL
SINKING FUND
<PAGE>
                                                                              71


PAYMENT." If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

         Section 12.02 Satisfaction of Sinking Fund Payments with Securities.
The Issuers (1) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Issuers pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 12.03 Redemption of Securities for Sinking Fund. Not less than
45 days (or such shorter period reasonably acceptable to the Trustee) prior to
each sinking fund payment date for any series of Securities, the Issuers will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
in the Applicable Currency and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered (which have not been previously delivered). Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Issuers in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 13.01 Applicability of Article; Issuers' Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Issuers may at their option by Board Resolutions of the Parent,
at any time, with respect to the Securities of such series elect to have either
Section 13.02
<PAGE>
                                                                              72


(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

         Section 13.02 Defeasance and Discharge. Upon the exercise of the option
provided in Section 13.01 to defease the Outstanding Securities of a particular
series, the Issuers shall be discharged from their obligations with respect to
the Outstanding Securities of such series on the date the applicable conditions
set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE"). Defeasance
shall mean that the Issuers shall be deemed to have paid and discharged the
entire indebtedness represented by the Outstanding Securities of such series and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Issuers, shall execute proper instruments acknowledging the
same); provided, however, that the following rights, obligations, powers,
trusts, duties and immunities shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of Outstanding Securities of
such series to receive, solely from the trust fund provided for in Section
13.04, payments in respect of the principal of (and premium and other amounts,
if any) and interest on such Securities when such payments are due, (B) the
Issuers' obligations with respect to such Securities under Sections 3.03, 3.05,
3.06, 3.07, 7.01, 7.02, 10.01, 10.02, the last paragraph of Section 10.05,
Sections 13.05 and 13.06 as well as any obligation under the terms of the
Securities of such series to maintain a registrar or paying agent, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers' obligations with respect therewith, and (D) this Article. Subject to
compliance with this Article, the Issuers may exercise their option with respect
to defeasance under this Section 13.02 notwithstanding the prior exercise of its
option with respect to covenant defeasance under Section 13.03 in regard to the
Securities of such series.

         Section 13.03 Covenant Defeasance. Upon the exercise of the option
provided in Section 13.01 to obtain a covenant defeasance with respect to the
Outstanding Securities of a particular series, the Issuers shall be released
from their obligations under the covenants contained in Article 8 of this
Indenture and in any applicable supplemental indenture (unless otherwise
provided therein) with respect to the Outstanding Securities of such series on
and after the date the applicable conditions set forth in Section 13.04 are
satisfied (hereinafter, "COVENANT DEFEASANCE"). Covenant defeasance shall mean
that, with respect to the Outstanding Securities of such series, the Issuers may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly by reason of any reference elsewhere herein or by reason of any
reference to any other provision herein or in any other document, and such
omission to comply shall not constitute an Event of Default under Section
5.01(4) or any such supplemental indenture with respect to Outstanding
Securities of such series, and the remainder of this Indenture and of the
Securities of such series shall be unaffected thereby.

         Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
<PAGE>
                                                                              73


defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

                  (1) The Issuers shall irrevocably have deposited or caused to
be deposited with the Trustee, under the terms of an irrevocable trust agreement
in form and substance reasonably satisfactory to such Trustee, as trust funds in
trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in the Applicable Currency in an amount, or (B) if the
Applicable Currency of such Securities is U.S. dollars, U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, after payment of all federal, state and local taxes or
other charges or assessments in respect thereof payable by the Trustee, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium and other
amounts, if any, on) and each installment of principal of (and premium and other
amounts, if any) and interest on the Outstanding Securities of such series on
the Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments applicable to
the Outstanding Securities of such series on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of such
Securities.

                  (2) No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit.

                  (3) the Issuers shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Issuers with
the intent of preferring the holders of the Securities over the other creditors
of the Issuers, with the intent of defeating, hindering, delaying or defrauding
creditors of the Issuers or others.

                  (4) Such deposit, defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under this
Indenture, or any other material debt agreement or instrument to which an Issuer
is a party or by which it is bound.

                  (5) In the case of an election with respect to Section 13.02,
the Issuers shall have delivered to the Trustee either (a) a ruling directed to
the Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred or (B) an Opinion of Counsel,
<PAGE>
                                                                              74


based on such ruling or on a change in the applicable federal income tax law
since the date of this Indenture, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.

                  (6) In the case of an election with respect to Section 13.03,
the Issuers shall have delivered to the Trustee an Opinion of Counsel or a
ruling directed to the Trustee received from the Internal Revenue Service to the
effect that the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

                  (7) Such defeasance or covenant defeasance shall be effected
in compliance with any additional terms, conditions or limitations which may be
imposed on the Issuers in connection therewith pursuant to Section 3.01.

                  (8) Each Issuer shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

         Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including an Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium and other amounts, if any) and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Issuers shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities of such series.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuers from time to time upon Issuer Request any
money or Government Obligations held by it as provided in Section 13.04 with
respect to Securities
<PAGE>
                                                                              75


of any series which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited for the purpose for which such money or Government
Obligations were deposited.

         Section 13.06 Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, including, without limitation, any
prohibition imposed as a result of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally under any
applicable United States federal or State laws, then the obligations under this
Indenture and such Securities from which the Issuers have been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Issuers make any payment of
principal of or any premium, other amounts, if any, or interest on any such
Security following such reinstatement of its obligations, the Issuers shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money or U.S. Government Obligations, as the case may be,
so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

         Section 14.01 Securities Subordinated to Senior Debt. Except as
otherwise specified or contemplated by Section 3.01 or the other provisions of
this Agreement, each of the Issuers covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the payment of
the principal of and premium and other amounts, if any, and interest on each and
all of the Securities is hereby expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Debt. The terms of this
Article 14 may be modified or amended for any series of Securities as
contemplated by Section 3.01.

         Section 14.02 Payment over of Proceeds upon Dissolution, etc. In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to an Issuer or to its creditors or to its
assets, or (b) any liquidation, dissolution or other winding up of an Issuer,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of an Issuer, then and in any such event
specified in (a), (b) or (c) above (each such event, if any, a "PROCEEDING") the
holders of Senior Debt shall be entitled to receive payment in full of all
amounts due or to become
<PAGE>
                                                                              76


due on or in respect of all Senior Debt, or provision shall be made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, before the holders of the Securities are entitled to
receive any payment or distribution of any kind or character, whether in cash,
property or securities, on account of principal of or premium and other amounts,
if any, or interest on the Securities or on account of any purchase or other
acquisition of Securities by the relevant Issuer, or any Subsidiary of such
Issuer (all such payments, distributions, purchases and acquisitions herein
referred to, individually and collectively, as a "SECURITIES PAYMENT"), and to
that end the holders of all Senior Debt shall be entitled to receive, for
application to the payment thereof, any Securities Payment which may be payable
or deliverable in respect of the Securities in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, and if such fact shall, at or prior to the time
of such Securities Payment, have been made known to the Trustee or, as the case
may be, such holder, then and in such event such Securities Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the relevant Issuer for application to the payment
of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior
Debt in full, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Debt.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the relevant Issuer provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt to substantially the same extent as the Securities are so
subordinated as provided in this Article. The consolidation of an Issuer with,
or the merger of an Issuer into, another Person or the liquidation or
dissolution of an Issuer following the conveyance, transfer, sale or lease of
all or substantially all of its properties and assets to another Person upon the
terms and conditions set forth in Article 8 shall not be deemed a Proceeding for
the purposes of this Section if the Person formed by such consolidation or into
which an Issuer is merged or the Person which acquires by conveyance, transfer,
sale or lease such properties and assets, as the case may be, shall, as a part
of such consolidation, merger, conveyance, transfer, sale or lease comply with
the conditions set forth in Article 8.

         Section 14.03 Payment of Senior Debt Before Payment of Securities. In
the event that any series of Securities are declared due and payable before
their maturity, then and in such event the holders of the Senior Debt
outstanding at the time such series of Securities so become due and payable
shall be entitled to receive payment in full of all
<PAGE>
                                                                              77


amounts due or to become due on or in respect of all Senior Debt, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of such Senior Debt, before the holders of
the Securities of such series are entitled to receive any Securities Payment.

         In the event and during the continuation of any default in the payment
of principal or of premium or other amounts, if any, or interest on any Senior
Debt beyond any applicable grace period with respect thereto, or in the event
that any event of default with respect to any Senior Debt shall have occurred
and be continuing permitting the holders of such Senior Debt (or a trustee, or
other representative on behalf of the holders thereof) to declare such Senior
Debt due and payable prior to the date on which it would otherwise have become
due and payable, unless and until such event of default shall have been cured or
waived or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

         In the event that, notwithstanding the foregoing, an Issuer shall make
any Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the relevant Issuer.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 14.02 would be applicable.

         Section 14.04 Payment Permitted If No Default. Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities shall
prevent (a) an Issuer, at any time except during the pendency of any Proceeding
referred to in Section 14.02 or under the conditions described in Section 14.03,
from making Securities Payments, or (b) the application by the Trustee of any
money deposited with it hereunder to Securities Payments or the retention of
such Securities Payment by the holders, if at the time of such application by
the Trustee, it did not have actual knowledge that such Securities Payment would
have been prohibited by the provisions of this Article.

         Section 14.05 Subrogation to Rights of Holders of Senior Debt. Subject
to the payment in full of all amounts due or to become due on or in respect of
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the holders of
the Securities shall be subrogated to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior Debt until the principal of and premium and other
amounts, if any, and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Debt of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt
<PAGE>
                                                                              78


by holders of the Securities or the Trustee, shall, as among the Issuers, their
creditors other than holders of Senior Debt and the holders of the Securities,
be deemed to be a payment or distribution by the Issuers to or on account of the
Senior Debt.

         Section 14.06 Provisions Solely to Define Relative Rights. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the holders on the one hand and the holders of
Senior Debt on the other hand. Nothing contained in this Article or elsewhere in
this Indenture or in the Securities is intended to or shall (a) impair, as among
the Issuers, their creditors other than holders of Senior Debt and the holders
of the Securities, the obligation of the Issuers, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Debt, is intended to rank equally with all other general
obligations of the Issuers), to pay to the holders of the Securities the
principal of and premium and other amounts, if any, and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Issuers of the
holders of the Securities and creditors of the Issuers other than the holders of
Senior Debt; or (c) prevent the Trustee or the holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such holder.

         Section 14.07 Trustee to Effectuate Subordination. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

         Section 14.08 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt 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 Issuers or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Issuers with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior
<PAGE>
                                                                              79


Debt; and (iv) exercise or refrain from exercising any rights against the
Issuers and any other Person.

         Section 14.09 Notice to Trustee. The Issuers shall give prompt written
notice to the Trustee of any fact known to the Issuers which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Issuers or a holder of
Senior Debt or from any trustee therefor or representative thereof; and, prior
to the receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
one full Business Day prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium and other amounts, if any, or interest on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within one
full Business Day prior to such date.

         Subject to the provisions of Section 6.01, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor or
representative thereof) to establish that such notice has been given by a holder
of Senior Debt (or a trustee therefor or representative thereof). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the rights of such Person to receive such
payment.

         Section 14.10 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Issuers referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, and the
holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Issuers, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.
<PAGE>
                                                                              80


         Section 14.11 Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to holders of Securities or to the Issuers or
to any other Person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise. The Trustee shall
not be charged with knowledge of the existence of Senior Debt or of any facts
that would prohibit any payment hereunder unless a Responsible Officer of the
Trustee shall have received notice to that effect at the address of the Trustee
set forth in Section 1.05. With respect to the holders of Senior Debt, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior Debt shall be read
into this Indenture against the Trustee.

         Section 14.12 Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

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

         Section 14.13 Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been appointed by the Issuers
and be then acting hereunder, the term "TRUSTEE" as used in this Article shall
in such case (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 in addition to
or in place of the Trustee; provided, however, that Sections 14.09 and 14.12
shall not apply to the Issuers or any Affiliate of the Issuers if it or such
Affiliate acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

         Section 15.01 Guarantee. Any series of Securities may be guaranteed by
one or more of the Guarantors. The terms and the form of any such Guarantee will
be established in the manner contemplated by Section 3.01 for that particular
series of Securities.
<PAGE>
                                                                              81


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

                             MERISTAR HOSPITALITY OPERATING
                             PARTNERSHIP, L.P.



                             By:    MERISTAR HOSPITALITY CORPORATION, as
                                    general partner


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


                             MERISTAR HOSPITALITY FINANCE CORP. III


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


                             U.S. BANK TRUST NATIONAL ASSOCIATION, as
                             Trustee


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


                             [MERISTAR HOSPITALITY CORPORATION


                             By:
                                    --------------------------------------------
                                    Name:
                                    Title: ]
<PAGE>
                                                                              82


                             [MERISTAR ACQUISITION COMPANY, L.L.C.,
                             a Delaware limited liability company



                             By:    MeriStar Hospitality Operating
                                    Partnership, L.P.
                                    a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation,
                                         a Maryland corporation, general partner

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


                             [AGH PSS I, INC.
                             a Delaware corporation



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


                             [AGH UPREIT LLC,
                             a Delaware limited liability company



                             By:    MeriStar Hospitality Corporation,
                                    a Maryland corporation, member

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

                             By:    MeriStar Hospitality Operating
                                    Partnership, L.P.
                                    a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation,
                                         a Maryland corporation, general partner

                                    By:
                                         ---------------------------------------
                                         Name:
                                         Title:]
<PAGE>
                                                                              83


              [MERISTAR SUB 4B, L.P.
               MERISTAR SUB 4C, L.P.
               MERISTAR SUB 4D, L.P.
               MERISTAR SUB 4E, L.P.
               MERISTAR SUB 4F, L.P.
               MERISTAR SUB 4G, L.P.
               MERISTAR SUB 4H, L.P.
               MERISTAR SUB 4I, L.P.

               Each of the above being Delaware limited partnership



               By:    MeriStar Hospitality Operating Partnership, L.P.,
                      a Delaware limited partnership, general partner

                      By:   MeriStar Hospitality Corporation,
                            a Maryland corporation, general partner

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



              [MERISTAR SUB 1A, LLC
               MERISTAR SUB 1B, LLC
               MERISTAR SUB 3A, LLC
               MERISTAR SUB 3A, LLC
               MERISTAR SUB 3B, LLC
               MERISTAR SUB 3C, LLC
               MERISTAR SUB 3D, LLC
               MERISTAR SUB 4D, LLC
               MERISTAR SUB 4J, LLC
               MERISTAR SUB 5A, LLC
               MERISTAR SUB 5C, LLC
               MERISTAR SUB 5D, LLC
               MERISTAR SUB 5E, LLC
               MERISTAR SUB 5N, LLC
               MERISTAR SUB 5R, LLC
               MERISTAR SUB 6A, LLC
               MERISTAR SUB 6B, LLC
               MERISTAR SUB 6C, LLC
               MERISTAR SUB 6D, LLC
               MERISTAR SUB 6E, LLC
               MERISTAR SUB 6F, LLC
               MERISTAR SUB 6G, LLC
               MERISTAR SUB 6I, LLC
               MERISTAR SUB 6J, LLC
               MERISTAR SUB 6K, LLC
               MERISTAR SUB 7D, LLC
<PAGE>
                                                                              84


               MERISTAR SUB 7E, LLC
               MERISTAR SUB 7F, LLC
               MERISTAR SUB 7G, LLC
               MERISTAR SUB 7H, LLC
               MERISTAR SUB 8B, LLC
               MERISTAR SUB 8C, LLC
               MERISTAR SUB 8D, LLC
               MERISTAR SUB 8E, LLC
               MERISTAR PROPERTY SUB I, LLC
               MERISTAR PROPERTY SUB II, LLC
               MERISTAR PROPERTY SUB III, LLC
               MERISTAR PROPERTY SUB IV, LLC
               MERISTAR PROPERTY SUB V, LLC
               MERISTAR PROPERTY SUB VI, LLC
               MERISTAR PROPERTY SUB VII, LLC
               MERISTAR PROPERTY SUB VIII, LLC
               MERISTAR PROPERTY SUB IX, LLC
               MERISTAR PROPERTY SUB X, LLC

               Each of the above being a Delaware limited liability company

               By:    MeriStar Hospitality Operating Partnership, L.P,
                      a Delaware limited partnership, member

                      By:   MeriStar Hospitality Corporation,
                            a Maryland corporation, general partner

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


              [MERISTAR SUB 1C, L.P.
               MERISTAR SUB 1D, L.P.
               MERISTAR SUB 1E, L.P.
               Each of the above being a Delaware limited partnership

               By:    MeriStar Hospitality Operating Partnership, L.P.,
                      a Delaware limited partnership, general partner

                      By:   MeriStar Hospitality Corporation,
                            a Maryland corporation, general partner

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


              [MERISTAR SUB 2A, LLC
               MERISTAR SUB 2B, LLC
               MERISTAR SUB 2C, LLC
<PAGE>
                                                                              85


               MERISTAR SUB 2D, LLC
               MERISTAR SUB 5H, LLC
               MERISTAR SUB 5I, LLC
               MERISTAR SUB 5J, LLC
               MERISTAR SUB 5K, LLC
               MERISTAR SUB 5L, LLC
               MERISTAR SUB 5M, LLC
               MERISTAR SUB 5O, LLC
               MERISTAR SUB 5P, LLC
               MERISTAR SUB 5Q, LLC
               MERISTAR SUB 7C, LLC
               MERISTAR SUB 2A, LLC
               MERISTAR SUB 2A, LLC

               Each of the above being a Delaware limited liability company

               By:    MeriStar Sub 7B, L.P.,
                      a Delaware limited partnership, member

                      By:    MeriStar Hospitality Corporation,
                             a Maryland corporation, general partner

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


                   [MERISTAR SUB 7B, L.P.
                   a Delaware limited partnership



                   By:    MeriStar Sub 7C, LLC
                          a Delaware limited liability company, general partner

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:]
<PAGE>
                                                                              86


                   [MERISTAR SUB 6L, L.L.C.
                   a Delaware limited liability company



                   By:    AGH UPREIT LLC
                          a Delaware limited liability company, member

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.,
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

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


                   By:    MeriStar Hospitality Operation Partnership, L.P.,
                          a Delaware limited partnership, member

                          By:   MeriStar Hospitality Corporation
                                a Maryland corporation, general partner

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


                   [MDV LIMITED PARTNERSHIP
                   a Texas limited partnership

                   MERISTAR SUB 4A, L.P.
                   a Texas limited partnership

                   MERISTAR SUB 5F, L.P.
                   a Florida limited partnership

                   MERISTAR SUB 5G, L.P.
                   a Florida limited partnership

                   MERISTAR SUB 6H, L.P.
                   a Delaware limited partnership
<PAGE>
                                                                              87


                   By:    AGH UPREIT LLC
                          a Delaware limited company, their general partner

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

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


                   [MERISTAR HOTELS LESSEE, INC.
                   a Delaware corporation



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


                   [MERISTAR SUB 6M COMPANY,
                   a Maryland general partnership



                   By:    MeriStar Sub 6A, LLC.
                          a Delaware limited liability company, partner

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

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


                   [MERISTAR LP, INC.
                   a Nevada corporation
<PAGE>
                                                                              88


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


                   [3100 GLENDALE JOINT VENTURE
                   an Ohio general partnership



                   By:    AGH UPREIT LLC,
                          a Delaware limited liability company, partner

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

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


                   By:    MeriStar Hospitality Operating Partnership, L.P.,
                          a Delaware limited partnership, partner

                          By:   MeriStar Hospitality Corporation,
                                a Maryland corporation, general partner

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


                   [MERISTAR SUB 8A, LLC,
                   a Delaware limited liability company
<PAGE>
                                                                              89


                   By:    AGH UPREIT LLC
                          a Delaware limited liability company, partner

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

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


                   By:    MeriStar Hospitality Operating Partnership, L.P.
                          a Delaware limited partnership, partner

                          By:   MeriStar Hospitality Corporation,
                                a Maryland corporation, general partner

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


                   [455 MEADOWLANDS ASSOCIATES, LTD.,
                   a Texas limited partnership



                   By:    MeriStar Sub 8G LLC,
                          a Delaware limited liability company, general partner

                          By:   MeriStar Hospitality Operating Partnership,
                                L.P.
                                a Delaware limited partnership, member

                                By:    MeriStar Hospitality Corporation,
                                       a Maryland corporation, general partner

                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:
<PAGE>
                                                                              90


                   By:    MeriStar Hospitality Operating Partnership, L.P.
                          a Delaware limited partnership, partner

                          By:   MeriStar Hospitality Corporation,
                                a Maryland corporation, general partner

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


                   [MERISTAR SUB 8G, LLC,
                   a Delaware limited liability company



                   By:    MeriStar Hospitality Operating Partnership, L.P.
                          a Delaware limited partnership, partner

                          By:   MeriStar Hospitality Corporation,
                                a Maryland corporation, general partner

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