<PAGE>
                                                                   EXHIBIT 4.6.3

                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,

                     MERISTAR HOSPITALITY FINANCE CORP. III

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                     TRUSTEE




                          FORM OF SENIOR 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>


                                       i
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1 Definitions and Other Provisions of General Application........      1

   Section 1.01   Definitions............................................      1
   Section 1.02   Compliance Certificates and Opinions...................      9
   Section 1.03   Form of Documents Delivered to Trustee.................     10
   Section 1.04   Acts of Holders........................................     10
   Section 1.05   Notices, Etc., to Trustee and the Issuers..............     12
   Section 1.06   Notice to Holders; Waiver..............................     13
   Section 1.07   Conflict with Trust Indenture Act......................     13
   Section 1.08   Effect of Headings and Table of Contents...............     13
   Section 1.09   Successors and Assigns.................................     13
   Section 1.10   Separability Clause....................................     13
   Section 1.11   Benefits of Indenture..................................     14
   Section 1.12   Governing Law..........................................     14
   Section 1.13   Legal Holidays.........................................     14
   Section 1.14   No Recourse Against Others.............................     14
   Section 1.15   Judgment Currency......................................     14
   Section 1.16   Counterparts...........................................     15

ARTICLE 2 Security Forms.................................................     15

   Section 2.01   Forms Generally........................................     15
   Section 2.02   Form of Face of Security...............................     15
   Section 2.03   Form of Reverse of Security............................     18
   Section 2.04   Form of Trustee's Certificate of Authentication........     24
   Section 2.05   Securities in Global Form..............................     24
   Section 2.06   Form of Legend for the Securities in Global Form.......     25

ARTICLE 3 The Securities.................................................     25

   Section 3.01   Amount Unlimited; Issuable in Series...................     25
   Section 3.02   Denominations..........................................     28
   Section 3.03   Execution, Authentication, Delivery and Dating.........     29
   Section 3.04   Temporary Securities...................................     31
   Section 3.05   Registration, Registration of Transfer and Exchange....     31
   Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities.......     34
   Section 3.07   Payment of Interest; Interest Rights Preserved.........     35
   Section 3.08   Persons Deemed Owners..................................     36
   Section 3.09   Cancellation...........................................     36
   Section 3.10   Computation of Interest................................     37
   Section 3.11   CUSIP Number...........................................     37
   Section 3.12   Wire Transfers.........................................     37
</TABLE>

                                       ii
<PAGE>
<TABLE>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 4 Satisfaction and Discharge.....................................     37

   Section 4.01   Satisfaction and Discharge of Indenture................     37
   Section 4.02   Application of Trust Money.............................     38
   Section 4.03   Reinstatement..........................................     39
   Section 4.04   Application to a Specific Series of Securities.........     39

ARTICLE 5 Remedies.......................................................     39

   Section 5.01   Events of Default......................................     39
   Section 5.02   Acceleration of Maturity; Rescission and Annulment.....     41
   Section 5.03   Collection of Indebtedness and Suits for Enforcement by
                  Trustee................................................     42
   Section 5.04   Trustee May File Proofs of Claim.......................     43
   Section 5.05   Trustee May Enforce Claims Without Possession of
                  Securities.............................................     44
   Section 5.06   Application of Money Collected.........................     44
   Section 5.07   Limitation on Suits....................................     44
   Section 5.08   Unconditional Right of Holders to Receive Principal,
                  Premium, Other Amounts and Interest....................     45
   Section 5.09   Restoration of Rights and Remedies.....................     45
   Section 5.10   Rights and Remedies Cumulative.........................     46
   Section 5.11   Delay or Omission Not Waiver...........................     46
   Section 5.12   Control by Holders.....................................     46
   Section 5.13   Waiver of Past Defaults................................     46
   Section 5.14   Undertaking for Costs..................................     47

ARTICLE 6 The Trustee....................................................     47

   Section 6.01   Certain Duties and Responsibilities of the Trustee.....     47
   Section 6.02   Notice of Defaults.....................................     47
   Section 6.03   Certain Rights of Trustee..............................     48
   Section 6.04   Not Responsible for Recitals or Issuance of Securities.     49
   Section 6.05   May Hold Securities....................................     49
   Section 6.06   Money Held in Trust....................................     49
   Section 6.07   Compensation and Reimbursement.........................     49
   Section 6.08   Disqualification; Conflicting Interests................     50
   Section 6.09   Corporate Trustee Required; Eligibility................     50
   Section 6.10   Resignation and Removal; Appointment of Successor......     50
   Section 6.11   Acceptance of Appointment by Successor.................     52
   Section 6.12   Merger, Conversion, Consolidation or Succession to
                  Business...............................................     53
   Section 6.13   Preferential Collection of Claims Against the
                  Issuers................................................     53
   Section 6.14   Appointment of Authenticating Agent....................     54
   Section 6.15   Compliance with Tax Laws...............................     55
</TABLE>


                                       iii
<PAGE>
<TABLE>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 7 Holders' Lists and Reports by Trustee and Issuers..............     55

   Section 7.01   Issuers to Furnish Trustee Names and Addresses of
                  Holders................................................     55
   Section 7.02   Preservation of Information; Communications to
                  Holders................................................     56
   Section 7.03   Reports by Trustee.....................................     57
   Section 7.04   Reports by the Issuers.................................     57

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer.................     58

   Section 8.01   When Issuers May Merge, Etc............................     58
   Section 8.02   Opinion of Counsel.....................................     59
   Section 8.03   Successor Corporation Substituted......................     59

ARTICLE 9 Supplemental Indentures........................................     59

   Section 9.01   Supplemental Indentures Without Consent of Holders.....     59
   Section 9.02   Supplemental Indentures with Consent of Holders........     61
   Section 9.03   Execution of Supplemental Indentures...................     62
   Section 9.04   Effect of Supplemental Indentures......................     62
   Section 9.05   Conformity with Trust Indenture Act....................     63
   Section 9.06   Reference in Securities to Supplemental Indentures.....     63

ARTICLE 10 Covenants.....................................................     63

   Section 10.01  Payments of Securities.................................     63
   Section 10.02  Maintenance of Office or Agency........................     63
   Section 10.03  Compliance Certificates................................     63
   Section 10.04  Waiver of Stay, Extension or Usury Laws................     64
   Section 10.05  Money for Securities Payments to Be Held in Trust......     64
   Section 10.06  Taxes..................................................     66
   Section 10.07  Maintenance of Existence...............................     66
   Section 10.08  Waiver of Certain Covenants............................     66

ARTICLE 11 Redemption of Securities......................................     66

   Section 11.01  Applicability of Article...............................     66
   Section 11.02  Election to Redeem; Notice to Trustee..................     67
   Section 11.03  Selection by Trustee of Securities to Be Redeemed......     67
   Section 11.04  Notice of Redemption...................................     67
   Section 11.05  Deposit of Redemption Price............................     68
   Section 11.06  Securities Payable on Redemption Date..................     68
   Section 11.07  Securities Redeemed in Part............................     69

ARTICLE 12 Sinking Funds.................................................     69

   Section 12.01  Applicability of Article...............................     69
   Section 12.02  Satisfaction of Sinking Fund Payments with
                  Securities.............................................     69
   Section 12.03  Redemption of Securities for Sinking Fund..............     70
</TABLE>

                                       iv
<PAGE>
<TABLE>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 13 Defeasance and Covenant Defeasance............................     70

   Section 13.01  Applicability of Article; Issuers' Option to Effect
                  Defeasance or Covenant Defeasance......................     70
   Section 13.02  Defeasance and Discharge...............................     70
   Section 13.03  Covenant Defeasance....................................     71
   Section 13.04  Conditions to Defeasance or Covenant Defeasance........     71
   Section 13.05  Deposited Money and Government Obligations To Be Held
                  in Trust...............................................     73
   Section 13.06  Reinstatement..........................................     73

ARTICLE 14 Guarantees....................................................     74

   Section 14.01  Guarantee..............................................     74
</TABLE>






                                       v
<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 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.

            "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.

            "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
<PAGE>
                                                                               8


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.

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

            "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"
<PAGE>
                                                                               9


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 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;
<PAGE>
                                                                              10


            (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

            (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
<PAGE>
                                                                              11


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.

            (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
<PAGE>
                                                                              12


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 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
<PAGE>
                                                                              13


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 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
<PAGE>
                                                                              14


their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

            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
<PAGE>
                                                                              15


amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "NEW YORK BANKING DAY" means any day except a
Saturday, Sunday or a legal holiday in The City of New York 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. _______                                                          [$]________
<PAGE>
                                                                              16


            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 "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
<PAGE>
                                                                              17


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 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.
<PAGE>
                                                                              18


            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.

            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
<PAGE>
                                                                              19


Company [Issuers]*, at the following Redemption Prices (expressed as percentages
of the principal amount):

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

<TABLE>
<CAPTION>
                                             REDEMPTION
                      YEAR                      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 FOR
             REDEMPTION PRICE       REDEMPTION OTHERWISE
              FOR REDEMPTION            THAN THROUGH
           THROUGH OPERATION OF       OPERATION OF THE
             THE SINKING FUND           SINKING FUND              YEAR
           ____________________     ____________________          ____
<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
<PAGE>
                                                                              20


record at the close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture.]

            [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].]

            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>
                                                                              21


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>
                                                                              22


            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 itself is 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>
                                                                              23



                                 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>
                                                                              24


            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>
                                                                              25


            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>
                                                                              26


                        (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>
                                                                              27


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>
                                                                              28


                        (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; and

                        (23)  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.

            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
<PAGE>
                                                                              29


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 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
<PAGE>
                                                                              30


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 be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.
<PAGE>
                                                                              31


            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 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.
<PAGE>
                                                                              32


            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 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
<PAGE>
                                                                              33


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.

            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.
<PAGE>
                                                                              34


            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.

            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
<PAGE>
                                                                              35


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 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
<PAGE>
                                                                              36


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.

            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
<PAGE>
                                                                              37


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 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
<PAGE>
                                                                              38


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; and

                        (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.

            (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, 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,
<PAGE>
                                                                              39


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

                        (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
<PAGE>
                                                                              40


                        (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 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
<PAGE>
                                                                              41


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 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
<PAGE>
                                                                              42


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 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.
<PAGE>
                                                                              43


            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

                  (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.
<PAGE>
                                                                              44


            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

            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:
<PAGE>
                                                                              45


                        (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, 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 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.
<PAGE>
                                                                              46


            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 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.
<PAGE>
                                                                              47


            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.

            (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,
<PAGE>
                                                                              48


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;

            (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
<PAGE>
                                                                              49


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
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);
<PAGE>
                                                                              50


                        (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 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.
<PAGE>
                                                                              51


            (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 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
<PAGE>
                                                                              52


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.

            (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
<PAGE>
                                                                              53


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 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.
<PAGE>
                                                                              54


            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 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
<PAGE>
                                                                              55


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.

                                    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:
<PAGE>
                                                                              56


            (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 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
<PAGE>
                                                                              57


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.

            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
<PAGE>
                                                                              58


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 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)
<PAGE>
                                                                              59


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.

                                    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:
<PAGE>
                                                                              60


                        (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

                        (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
<PAGE>
                                                                              61


                        (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

                        (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,
<PAGE>
                                                                              62


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 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.
<PAGE>
                                                                              63


            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.

                                   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 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
<PAGE>
                                                                              64


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, 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.
<PAGE>
                                                                              65


            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 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
<PAGE>
                                                                              66


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 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
<PAGE>
                                                                              67


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.

            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;
<PAGE>
                                                                              68


                        (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 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.
<PAGE>
                                                                              69


            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 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
<PAGE>
                                                                              70


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 (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
<PAGE>
                                                                              71


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
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
<PAGE>
                                                                              72


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, 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.
<PAGE>
                                                                              73


                        (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 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.
<PAGE>
                                                                              74


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

                                   GUARANTEES

            Section 14.01 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>
                                                                              75

            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>
                                                                              76


                             [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>
                                                                              77



                            [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
                             MERISTAR SUB 7E, LLC
<PAGE>
                                                                              78


                             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:]
<PAGE>
                                                                              79


                            [MERISTAR SUB 2A, LLC
                             MERISTAR SUB 2B, LLC
                             MERISTAR SUB 2C, LLC
                             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>
                                                                              80


                             [MERISTAR SUB 6L, LLC
                             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>
                                                                              81


                             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:]
<PAGE>
                                                                              82


                             [MERISTAR LP, INC.
                             a Nevada corporation

                             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:]
<PAGE>
                                                                              83


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



                             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>
                                                                              84


                             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:]