<PAGE>

                                                                     Exhibit 4.7






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

                                   INDENTURE

                                    between

                          HANOVER COMPRESSOR COMPANY

                                      and

                           Wilmington Trust Company,

                                  as Trustee

                           Dated as of March 15, 2001

                            Senior Debt Securities


================================================================================
<PAGE>


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                   ARTICLE I
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.   Definitions.................................................   1
SECTION 1.02.   Compliance Certificates and Opinions........................   8
SECTION 1.03.   Form of Documents Delivered to Trustee......................   9
SECTION 1.04.   Acts of Holders.............................................   9
SECTION 1.05.   Notices, Etc., to Trustee and Company.......................  10
SECTION 1.06.   Notice to Holders; Waiver...................................  11
SECTION 1.07.   Conflict with Trust Indenture Act...........................  11
SECTION 1.08.   Effect of Headings and Table of Contents....................  11
SECTION 1.09.   Successors and Assigns......................................  11
SECTION 1.10.   Separability Clause.........................................  12
SECTION 1.11.   Benefits of Indenture.......................................  12
SECTION 1.12.   Governing Law...............................................  12
SECTION 1.13.   Legal Holidays..............................................  12
SECTION 1.14.   No Recourse Against Others..................................  12
SECTION 1.15.   Judgment Currency...........................................  12
SECTION 1.16.   Counterparts................................................  13

                                  ARTICLE II
                                SECURITY FORMS

SECTION 2.01.   Forms Generally.............................................  13
SECTION 2.02.   Form of Face of Security....................................  14
SECTION 2.03.   Form of Reverse of Security.................................  16
SECTION 2.04.   Form of Trustee's Certificate of Authentication.............  23
SECTION 2.05.   Form of Conversion Notice...................................  23
SECTION 2.06.   Form of Election of Holder to Require Repurchase............  24
SECTION 2.07.   Securities in Global Form...................................  25
SECTION 2.08.   CUSIP Number................................................  25
SECTION 2.09.   Form of Legend for the Securities in Global Form............  26

                                  ARTICLE III
                                THE SECURITIES

SECTION 3.01.   Amount Unlimited; Issuable in Series........................  26
SECTION 3.02.   Denominations...............................................  28
SECTION 3.03.   Execution, Authentication, Delivery and Dating..............  28
SECTION 3.04.   Temporary Securities........................................  30
SECTION 3.05.   Registration, Registration of Transfer and Exchange.........  31
SECTION 3.06.   Mutilated, Destroyed, Lost and Stolen Securities............  32
SECTION 3.07.   Payment of Interest; Interest Rights Preserved..............  33
SECTION 3.08.   Persons Deemed Owners.......................................  34
SECTION 3.09.   Cancellation................................................  35
SECTION 3.10.   Computation of Interest.....................................  35
</TABLE>

                                       i
<PAGE>


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                  ARTICLE IV
                          SATISFACTION AND DISCHARGE

SECTION 4.01.   Satisfaction and Discharge of Indenture.....................  35
SECTION 4.02.   Application of Trust Money..................................  36

                                   ARTICLE V
                                   REMEDIES

SECTION 5.01.   Events of Default...........................................  37
SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment..........  39
SECTION 5.03.   Collection of Indebtedness and Suits for Enforcement
                  by Trustee................................................  40
SECTION 5.04.   Trustee May File Proofs of Claim............................  40
SECTION 5.05.   Trustee May Enforce Claims Without Possession of Securities.  41
SECTION 5.06.   Application of Money Collected..............................  41
SECTION 5.07.   Limitation on Suits.........................................  42
SECTION 5.08.   Unconditional Right of Holders to Receive Principal,
                  Premium and Interest......................................  42
SECTION 5.09.   Restoration of Rights and Remedies..........................  43
SECTION 5.10.   Rights and Remedies Cumulative..............................  43
SECTION 5.11.   Delay or Omission Not Waiver................................  43
SECTION 5.12.   Control by Holders..........................................  43
SECTION 5.13.   Waiver of Past Defaults.....................................  44
SECTION 5.14.   Undertaking for Costs.......................................  44

                                  ARTICLE VI
                                  THE TRUSTEE

SECTION 6.01.   Certain Duties and Responsibilities of the Trustee..........  44
SECTION 6.02.   Notice of Defaults..........................................  45
SECTION 6.03.   Certain Rights of Trustee...................................  45
SECTION 6.04.   Not Responsible for Recitals or Issuance of Securities......  46
SECTION 6.05.   May Hold Securities.........................................  46
SECTION 6.06.   Money Held in Trust.........................................  46
SECTION 6.07.   Compensation and Reimbursement..............................  47
SECTION 6.08.   Disqualification; Conflicting Interests.....................  47
SECTION 6.09.   Corporate Trustee Required; Eligibility.....................  47
SECTION 6.10.   Resignation and Removal; Appointment of Successor...........  48
SECTION 6.11.   Acceptance of Appointment by Successor......................  49
SECTION 6.12.   Merger, Conversion, Consolidation or Succession
                  to Business...............................................  50
SECTION 6.13.   Preferential Collection of Claims Against Company...........  50
SECTION 6.14.   Appointment of Authenticating Agent.........................  51
</TABLE>

                                      ii
<PAGE>


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                  ARTICLE VII
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.   Company to Furnish Trustee Names and Addresses of Holders...  52
SECTION 7.02.   Preservation of Information; Communications to Holders......  53
SECTION 7.03.   Reports by Trustee..........................................  54
SECTION 7.04.   Reports by Company..........................................  54

                                 ARTICLE VIII
                CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

SECTION 8.01.   When Company May Merge, Etc.................................  55
SECTION 8.02.   Opinion of Counsel..........................................  55
SECTION 8.03.   Successor Corporation Substituted...........................  55

                                  ARTICLE IX
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.   Supplemental Indentures Without Consent of Holders..........  56
SECTION 9.02.   Supplemental Indentures with Consent of Holders.............  57
SECTION 9.03.   Execution of Supplemental Indentures........................  58
SECTION 9.04.   Effect of Supplemental Indentures...........................  58
SECTION 9.05.   Conformity with Trust Indenture Act.........................  58
SECTION 9.06.   Reference in Securities to Supplemental Indentures..........  58

                                   ARTICLE X
                                   COVENANTS

SECTION 10.01.  Payments of Securities......................................  59
SECTION 10.02.  Maintenance of Office or Agency.............................  59
SECTION 10.03.  Corporate Existence.........................................  59
SECTION 10.04.  Payment of Taxes and Other Claims...........................  60
SECTION 10.05.  Maintenance of Properties...................................  60
SECTION 10.06.  Compliance Certificates.....................................  60
SECTION 10.07.  Commission Reports..........................................  61
SECTION 10.08.  Waiver of Stay, Extension or Usury Laws.....................  62
SECTION 10.09.  Money for Securities Payments to Be Held in Trust...........  62

                                  ARTICLE XI
                           REDEMPTION OF SECURITIES

SECTION 11.01.  Applicability of Article....................................  63
SECTION 11.02.  Election to Redeem; Notice to Trustee.......................  63
SECTION 11.03.  Selection by Trustee of Securities to Be Redeemed...........  64
SECTION 11.04.  Notice of Redemption........................................  64
SECTION 11.05.  Deposit of Redemption Price.................................  65
</TABLE>

                                      iii
<PAGE>


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 11.06.  Securities Payable on Redemption Date.......................  65
SECTION 11.07.  Securities Redeemed in Part.................................  65

                                  ARTICLE XII
     REPURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

SECTION 12.01.  Right to Require Repurchase.................................  66
SECTION 12.02.  Conditions to the Company's Election to Pay the
                  Repurchase Price in Common Stock..........................  67
SECTION 12.03.  Notices; Method of Exercising Repurchase Right, Etc.........  67
SECTION 12.04.  Certain Definitions.........................................  70
SECTION 12.05.  Consolidation, Merger, Etc..................................  72

                                 ARTICLE XIII
                                 SINKING FUNDS

SECTION 13.01.  Applicability of Article....................................  72
SECTION 13.02.  Satisfaction of Sinking Fund Payments with Securities.......  72
SECTION 13.03.  Redemption of Securities for Sinking Fund...................  73

                                  ARTICLE XIV
                                  CONVERSION

SECTION 14.01.  Conversion Privilege........................................  73
SECTION 14.02.  Conversion Procedure; Conversion Rate; Fractional Shares....  74
SECTION 14.03.  Adjustment of Conversion Rate...............................  75
SECTION 14.04.  Consolidation, Sale of Assets or Merger of the Company......  79
SECTION 14.05.  Notice of Adjustment of Conversion Rate.....................  80
SECTION 14.06.  Notice in Certain Events....................................  81
SECTION 14.07.  Company To Reserve Stock: Registration; Listing.............  82
SECTION 14.08.  Taxes on Conversion.........................................  82
SECTION 14.09.  Conversion After Record Date................................  82
SECTION 14.10.  Corporate Action Regarding Par Value of Common Stock........  83
SECTION 14.11.  Company Determination Final.................................  83
SECTION 14.12.  Trustee's Disclaimer........................................  83

                                  ARTICLE XV
                      DEFEASANCE AND COVENANT DEFEASANCE

SECTION 15.01.  Applicability of Article; Company's Option to Effect
                  Defeasance or Covenant Defeasance.........................  84
SECTION 15.02.  Defeasance and Discharge....................................  84
SECTION 15.03.  Covenant Defeasance.........................................  84
SECTION 15.04.  Conditions to Defeasance or Covenant Defeasance.............  85
SECTION 15.05.  Deposited Money and Government Obligations To Be
                  Held In Trust.............................................  86
</TABLE>

                                      iv
<PAGE>


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                  ARTICLE XVI
                           SECURITYHOLDERS' MEETINGS

SECTION 16.01.  Purposes for Which Meetings May Be Called...................  87
SECTION 16.02.  Manner of Calling Meetings..................................  87
SECTION 16.03.  Call of Meeting by the Company or Securityholders...........  88
SECTION 16.04.  Who May Attend and Vote at Meetings.........................  88
SECTION 16.05.  Regulations May Be Made by Trustee; Conduct of the
                  Meeting; Voting Rights - Adjournment......................  88
SECTION 16.06.  Manner of Voting at Meetings and Record to Be Kept..........  89
SECTION 16.07.  Exercise of Rights of Trustee and Securityholders
                  Not to Be Hindered or Delayed.............................  89
</TABLE>

                                       v
<PAGE>


                          HANOVER COMPRESSOR COMPANY

          Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of March 15, 2001

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                   Indenture Section
<S>                                                           <C>
(S) 310 (a) (1) ..............................................6.09
        (a) (2) ..............................................6.09
        (a) (3) ..............................................Not Applicable
        (a) (4) ..............................................Not Applicable
        (b) ..................................................6.08, 6.10
(S) 311 (a) ..................................................6.13
        (b) ..................................................6.13
        (b) (2) ..............................................7.03 (a), 7.03 (b)
(S) 312 (a) ..................................................7.01, 7.02 (a)
        (b) ..................................................7.02 (b)
        (c) ..................................................7.02 (c)
(S) 313 (a) ..................................................7.03 (a)
        (b) ..................................................7.03 (b)
        (c) ..................................................7.03 (a), 7.03 (b)
        (d) ..................................................7.03 (b)
(S) 314 (a) ..................................................7.04, 10.06, 10.07
        (b) ..................................................Not Applicable
        (c) (1) ..............................................1.02
        (c) (2) ..............................................1.02
        (c) (3) ..............................................Not Applicable
        (d) ..................................................Not Applicable
        (e) ..................................................1.02
(S) 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
(S) 316 (a) ..................................................1.01
        (a) (1) (A) ..........................................5.12
        (a) (1) (B) ..........................................5.02, 5.13
        (a) (2) ..............................................Not Applicable
        (b) ..................................................5.08
(S) 317 (a) (1) ..............................................5.03
        (a) (2) ..............................................5.04
        (b) ..................................................10.09
        (c) ..................................................1.04 (c)
(S) 318 (a) ..................................................1.07
</TABLE>

----------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of this Indenture.

                                      vi
<PAGE>

          INDENTURE, dated as of March 15, 2001, between HANOVER COMPRESSOR
COMPANY, a Delaware corporation (herein called the "Company"), having its
principal office at 12001 North Houston Rosslyn, Houston, Texas 77086, and
WILMINGTON TRUST COMPANY, a banking corporation, not in its individual capacity,
but solely as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
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
Company, 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 proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                   ARTICLE I

            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.

                                       1
<PAGE>

          "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 the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "Aggregate Cash Distribution Amount" has the meaning specified in
Section 14.03.

          "Aggregate Current Market Price" has the meaning specified in Section
14.03.

          "Aggregate Tender Distribution Amount" has the meaning specified in
Section 14.03.

          "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 the board of directors of the Company;
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 of the Company or Officer
authorized to act with respect to any particular matter to exercise the power of
the Board of Directors of the Company.

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

          "Business Day," when used with respect to any Place of Payment, 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.

          "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 each class of common stock and preferred stock.

          "Change in Control" has the meaning specified in Section 12.04.

          "Closing Price Per Share" has the meaning specified in Section 12.04.

                                       2
<PAGE>

          "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.

          "Common Depositary" has the meaning specified in Section 3.04.

          "Common Stock" means the common stock, par value $.001 per share, of
the Company authorized at the date of this instrument as originally executed.
Subject to the provisions of Section 14.04, shares issuable on conversion or
repurchase of Securities of any series shall include only shares of Common Stock
or shares of any class or classes of common stock resulting from any
reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable
upon conversion of Securities of any series shall include shares of all such
classes, and the shares of each class then so issuable shall be substantially in
the proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

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

          "Company Notice" has the meaning specified in Section 12.03.

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

          "Conversion Agent" means any Person authorized by the Company to
convert Securities of any series in accordance with Article XIV.

          "Conversion Price" means $1,000 divided by the Conversion Rate.

          "Conversion Rate" has the meaning specified in Section 14.02.

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

          "Covenant Defeasance" has the meaning specified in Section 15.03.

          "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.

                                       3
<PAGE>

          "Defaulted Interest" has the meaning specified in Section 3.07.

          "Defeasance" has the meaning specified in Section 15.02.

          "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.

          "Expiration Time" has the meaning specified in Section 14.03.

          "GAAP" means such accounting principles as are generally accepted in
the United States of America on the date of this Indenture.

          "Holder" or "Securityholder" means a Person in whose name a Security
is registered in the Security Register.

          "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 by Section 3.01.

          "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.

          "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "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, repurchase or otherwise.

          "New York Banking Day" has the meaning specified in Section 1.15.

          "NYSE" means the New York Stock Exchange, Inc.

          "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company.

          "Officer's Certificate" means a certificate signed by an Officer and
delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

                                       4
<PAGE>

          "Original Issue Discount Security" means any Security which provides
for an amount 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:

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

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

          (iii)  Securities which have been paid pursuant to Section 3.06 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
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company; and

          (iv) Securities which have been defeased pursuant to Section 15.02;

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, (a) the principal
amount of an 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 and (b)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company 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 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 pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

                                       5
<PAGE>

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

          "Place of Conversion" has the meaning specified in Section 14.02.

          "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 on the Securities of that series are payable as specified as
contemplated by Section 3.01.

          "Predecessor Security" of any particular Security of any series means
every previous Security of such series 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 of any series authenticated and delivered under
Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security of such series 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, 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.

          "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.

          "Repurchase Date," when used with respect to any Security of any
series to be repurchased at the option of the Holder, means the date fixed for
such repurchase by or pursuant to this Indenture.

          "Repurchase Price," when used with respect to any Security of any
series to be repurchased at the option of the Holder, means the price at which
it is to be repurchased pursuant to this Indenture.

          "Required Currency" has the meaning specified in Section 1.15.

          "Responsible Officer," when used with respect to the Trustee, means
any officer of the Corporate Trust Office of the Trustee to whom such matter is
referred because of his 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.

                                       6
<PAGE>

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

          "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, (i) any corporation of
which at least a majority in interest of the outstanding Capital Stock having by
the terms thereof voting power under ordinary circumstances to elect directors
of such corporation, irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency, is at the time, directly or
indirectly, owned or controlled by such Person, or by one or more other
corporations a majority in interest of such stock of which is similarly owned or
controlled or by such Person and one or more other corporations a majority in
interest of such stock of which is similarly owned or controlled, or (ii) any
other Person (other than a corporation), including a limited or general
partnership, limited liability company, business trust or unincorporated
association, in which such Person, directly or indirectly, at the date of
determination thereof, has at least a majority equity ownership interest.

          "Trading Day" means (i) if the Common Stock is listed or admitted for
trading on any national or regional securities exchange, days on which such
national or regional securities exchange is open for business, (ii) if the
Common Stock is quoted on the Nasdaq National Market or any other system of
automated dissemination of quotations of security prices, days on which trades
may be effected through such system, or (iii) if the Common Stock is not listed
on a national or regional securities exchange or quoted on the National Nasdaq
Market or any other system of automated dissemination of quotations of security
prices, days on which the Common Stock is traded regular way in the over-the-
counter market and for which a closing bid and a closing asked price for the
Common Stock are available.

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

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

                                       7
<PAGE>

          "U.S. 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 permanent
global Securities, the Person designated as U.S. Depositary by the Company
pursuant to Section 3.01, which must be a clearing agency registered under the
Exchange Act, until a successor U.S. Depositary shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "U.S. Depositary"
shall mean or include each Person who is then a U.S. Depositary hereunder, and
if at any time there is more than one such Person, "U.S. Depositary" shall mean
the U.S. Depositary with respect to the Securities of that series.

          "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the 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 or 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 or 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 the Company 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."

SECTION 1.02.  Compliance Certificates and Opinions.
               ------------------------------------

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officer's 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:

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

                                       8
<PAGE>

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

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

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

SECTION 1.03.  Form of Documents Delivered to Trustee.
               ---------------------------------------

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters 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 knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
Officer or Officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

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

SECTION 1.04.  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 Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. 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 Company, if made in the manner provided in this Section.

                                       9
<PAGE>

          (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
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its 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 Company
shall have no obligation to do so. 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.

SECTION 1.05.  Notices, Etc., to Trustee and Company.
               --------------------------------------

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

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

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

                                       10
<PAGE>

specified in the first paragraph of this Indenture, attention: Secretary, or at
any other address previously furnished in writing to the Trustee by the Company.

SECTION 1.06. Notice to Holders; Waiver.
              --------------------------

          Where this Indenture or any Security provides for notice to Holders of
any event, such notice shall be deemed sufficiently given (unless otherwise
herein or in such Security expressly provided) if in writing and mailed, first-
class postage prepaid, to each Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect 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. 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.

          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.

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 the Company shall
bind its successors and assigns, whether so expressed or not.

                                      11
<PAGE>

SECTION 1.10. Separability Clause.
              --------------------

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

SECTION 1.11. Benefits of Indenture.
              ----------------------

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder 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 (other than the choice of law provisions) of the
State of New York.

SECTION 1.13. Legal Holidays.
              ---------------

          In any case where any Interest Payment Date, Redemption Date,
Repurchase Date, Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment or Place of Conversion, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment or Place of Conversion 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
Officer's Certificate pursuant to Section 3.01 at such Place of Payment or Place
of Conversion with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Repurchase Date or at the Stated Maturity or Maturity,
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, Repurchase 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 Officer's Certificate.

SECTION 1.14. No Recourse Against Others.
              ---------------------------

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company 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 Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal of,
or premium 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

                                       12
<PAGE>

the Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "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 II
                                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 the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

          The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

          Conversion notices shall be substantially in the form set forth in
Section 2.05.

          Repurchase notices shall be substantially in the form set forth in
Section 2.06.

                                       13
<PAGE>

          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.
              -------------------------

          [If the Security is an Original Issue Discount Security, insert--FOR
PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273(a)(1)
OF THE CODE AND TREASURY REGULATION SECTION 1.1273-1(a)) WITH RESPECT TO THIS
SECURITY IS ______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE
AND TREASURY REGULATION SECTION 1.1273-2(a)(2)) OF THIS SECURITY IS ______, THE
ISSUE PRICE (AS DEFINED IN SECTION 1273(b) OF THE CODE AND TREASURY REGULATION
1.1273-2(a)) OF THIS SECURITY IS __________, AND THE YIELD TO MATURITY (AS
DEFINED IN TREASURY REGULATION SECTION 1.1272-1(b)) OF THIS SECURITY IS ______.

                                       14
<PAGE>

                           HANOVER COMPRESSOR COMPANY
                           --------------------------

No.______                                                        [$] ______

          HANOVER COMPRESSOR COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises 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, commencing ____________, at the rate of ___ %
per annum, 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
and premium and on any overdue installment of interest]. 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 Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand 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.]


                                       15
<PAGE>

          Payment of the principal of (and premium, if any) on this Security
will [may] be made at the office or agency of the Company maintained for that
purpose in __________ , in Dollars [if applicable, insert -- , by Dollar check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or by transfer to a Dollar account]. Payment of
[if applicable, insert -- any such] interest on this Security will [may] be made
at the office or agency of the Company maintained for that purpose in __________
, in Dollars [if applicable, insert -- , by Dollar check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or, upon written application by the Holder to the Security Registrar
setting forth wire instructions not later than the relevant Regular Record Date
or Special Record Date, as the case may be, by transfer to a Dollar account;
provided, however, that transfers to Dollar accounts will be made only to
Holders of an aggregate principal amount of Securities in excess of 2,000,000.]

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

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

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                       HANOVER COMPRESSOR COMPANY
[SEAL]
                                       By_____________________________
                                         Name:
                                         Title:
Attest:

SECTION 2.03. Form of Reverse of Security.
              ----------------------------

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ______________, 2001 (herein called the
"Indenture"), between the Company and Wilmington Trust Company, 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, 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
$_________].


                                       16
<PAGE>

          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, [if applicable, insert--(1) on _____ in any year commencing with the year
_____ and ending with the year ___ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after ______, ______], as a whole or in part, at the
election of the Company, 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>
---------------------------------------------------------------------------------------------------------------------
        Year                    Redemption Price                    Year                    Redemption Price
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                 <C>                     <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 Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

          [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, 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 Otherwise
                          Redemption Price For Redemption                       Than Through Operation
Year                   Through Operation of the Sinking Fund                      of the Sinking Fund
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                           <C>

</TABLE>

and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated

                                       17
<PAGE>

Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

          [Notwithstanding the foregoing, the Company 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 (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
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.]

          [If applicable, insert -- Subject to and upon compliance with the
provisions of the Indenture, the Holder of this Security is entitled, at such
Holder's option, at any time following the original issue date of the Securities
of this series and on or before the close of business on the Business Day
immediately preceding ___________, or in case this Security or a portion hereof
is called for redemption or the Holder hereof has exercised his or her right to
require the Company to repurchase this Security or such portion hereof, then in
respect of this Security until but (unless the Company defaults in making the
payment due upon redemption or repurchase, as the case may be) not after, the
close of business on Business Day immediately preceding the Redemption Date or
the Repurchase Date, as the case may be, to convert this Security (or any
portion of the principal amount hereof that is an integral multiple of $1,000,
provided that the unconverted portion of such principal amount is at least
$1,000) into fully paid and nonassessable shares of Common Stock of the Company
at an initial Conversion Rate of _____ shares of Common Stock for each $1,000
principal amount of Securities of this series (or at the current adjusted
Conversion Rate if an adjustment has been made as provided in the Indenture,
including pursuant to Section 14.03(2)) by surrender of this Security, duly
endorsed or assigned to the Company or in blank and, in case such surrender
shall be made during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (except if this Security or portion thereof has been
called for redemption on a Redemption Date or is repurchasable on a Repurchase
Date and the conversion rights of this Security, or such portion thereof, would
terminate during the period between such Regular Record Date and the close of
business on such Interest Payment Date), also accompanied by payment in New York
Clearing House or other funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
this Security then being converted, and also the conversion notice hereon duly
executed, to the Company at the Corporate Trust Office of the Trustee, or at
such other office or agency of the Company, subject to any laws or regulations
applicable thereto and subject to the right of the Company to terminate the
appointment of any Conversion Agent as may be designated by it for such purpose,
in the Borough of Manhattan, The City of New York, or at such other offices or
agencies as the Company may designate; provided, however, that if

                                       18
<PAGE>

this Security or portion hereof has been called for redemption on a Redemption
Date or is repurchasable on a Repurchase Date and the conversion rights of this
Security, or such portion thereof, would terminate during the period between
such Regular Record Date and the close of business on such Interest Payment
Date, then the Holder of this Security on such Regular Record Date will be
entitled to receive the interest accruing hereon from the Interest Payment Date
next preceding the date of such conversion to such succeeding Interest Payment
Date and the Holder of this Security who converts this Security or a portion
hereof during such period shall not be required to pay such interest upon
surrender of this Security for conversion. Subject to the provisions of the
preceding sentence and, in the case of a conversion after the close of business
on the Regular Record Date next preceding any Interest Payment Date and on or
before the close of business on such Interest Payment Date, to the right of the
Holder of this Security (or any Predecessor Security of record as of such
Regular Record Date) to receive the related installment of interest to the
extent and under the circumstances provided in the Indenture, no cash payment or
adjustment is to be made on conversion for interest accrued hereon from the
Interest Payment Date next preceding the day of conversion, or for dividends on
the Common Stock issued on conversion hereof. The Company shall thereafter
deliver to the Holder the fixed number of shares of Common Stock (together with
any cash adjustment, as provided in the Indenture) into which this Security is
convertible and such delivery will be deemed to satisfy the Company's obligation
to pay the principal amount of this Security. No fractions of shares or scrip
representing fractions of shares will be issued on conversion, but instead of
any fractional interest (calculated to the nearest 1/100th of a share) the
Company shall pay a cash adjustment as provided in the Indenture.

          The Conversion Rate is subject to adjustment as provided in the
Indenture. In addition, the Indenture provides that in case of certain
consolidations or mergers to which the Company is a party (other than a
consolidation or merger that does not result in any reclassification,
conversion, exchange or cancellation of the Common Stock) or the conveyance,
transfer, sale or lease of all or substantially all of the property and assets
of the Company, the Indenture shall be amended, without the consent of any
Holders of Securities of this series, so that this Security, if then
Outstanding, will be convertible thereafter, during the period this Security
shall be convertible as specified above, only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, transfer, sale or lease by a holder of the number of shares of
Common Stock of the Company into which this Security could have been converted
immediately prior to such consolidation, merger, conveyance, transfer, sale or
lease (assuming such holder of Common Stock failed to exercise any rights of
election and received per share the kind and amount received per share by a
plurality of non-electing shares and further assuming, if such consolidation,
merger, conveyance, transfer, sale or lease occurs prior to the original issue
date of the Securities of this series, that this Security was convertible at the
time of such occurrence at the Conversion Rate specified above as adjusted from
the issue date of such Security to such time as provided in the Indenture). No
adjustment in the Conversion Rate will be made until such adjustment would
require an increase or decrease of at least 1% of such price, provided that any
adjustment that would otherwise be made, but for the application of the
foregoing, will be carried forward and taken into account in the computation of
any subsequent adjustment.]

          [If applicable, insert -- If a Change in Control occurs, the Holder of
this Security, at the Holder's option, shall have the right, in accordance with
the provisions of the Indenture, to

                                       19
<PAGE>

require the Company to repurchase this Security (or any portion of the principal
amount hereof that is equal to $1,000 or an integral multiple of $1,000 in
excess thereof) for cash at a Repurchase Price equal to 100% of the principal
amount thereof plus interest accrued to the Repurchase Date. At the option of
the Company, the Repurchase Price may be paid in cash or, subject to the
conditions provided in the Indenture, by delivery of shares of Common Stock
having a fair market value equal to the Repurchase Price. For purposes of this
paragraph, the fair market value of shares of Common Stock shall be determined
by the Company and shall be equal to 95% of the average of the Closing Prices
Per Share for the five consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Repurchase Date. Whenever in this
Security there is a reference, in any context, to the principal of any Security
as of any time, such reference shall be deemed to include reference to the
Repurchase Price payable in respect of such Security to the extent that such
Repurchase Price is, was or would be so payable at such time, and express
mention of the Repurchase Price in any provision of this Security shall not be
construed as excluding the Repurchase Price so payable in those provisions of
this Security when such express mention is not made; provided, however, that,
for the purposes of the [second] succeeding paragraph, such reference shall be
deemed to include reference to the Repurchase Price only to the extent the
Repurchase Price is payable in cash.]

          [In the event of redemption, repurchase or conversion of this Security
in part only, a new Security or Securities of this series for the unredeemed,
unrepurchased or unconverted 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 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 as described in the
Indenture.]

          The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture.  In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company 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

                                       20
<PAGE>

Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company 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 obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, 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 in any place where the principal of (and
premium, 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 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 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, the Trustee and any agent of the Company 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, the Trustee nor any such agent shall be affected by notice to the
contrary.

          The Indenture imposes certain limitations on the ability of the
Company 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 some reference here].  All such covenants and limitations are
subject to a number of important qualifications and exceptions.  The Company
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
shall not have any liability for any obligations of the Company under this
Security or the Indenture or for

                                       21
<PAGE>

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 -- Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures ("CUSIP"), the
Company has 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.

                                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. 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:

_________________________________________________________

                                       22
<PAGE>

SECTION 2.04.  Form of Trustee's Certificate of Authentication.
               ------------------------------------------------

Dated: ________________

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

                                                       Wilmington Trust Company,

                                                                      As Trustee

                                             By ________________________________

                                                            Authorized Signatory

SECTION 2.05.  Form of Conversion Notice.
               --------------------------

          The undersigned Holder of this Security hereby irrevocably exercises
the option to convert this Security, or any portion of the principal amount
hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof,
provided that the unconverted portion of such principal amount is at least
$1,000) below designated, into shares of Common Stock in accordance with the
terms of the Indenture referred to in this Security, and directs that such
shares, together with a check in payment for any fractional share and any
Securities representing any unconverted principal amount hereof, be delivered to
and be registered in the name of the undersigned unless a different name has
been indicated below.  If shares of Common Stock or Securities are to be
registered in the name of a Person other than the undersigned, (a) the
undersigned will pay all applicable transfer taxes payable with respect thereto
and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution
with membership in an approved signature guarantee program pursuant to Rule
17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.

Dated:_______________
                                             -----------------------------------


                                             -----------------------------------
                                             Signature(s)

If shares or Securities are to be registered in the name of a Person other than
the Holder, please print such Person's name and address:

          Name

          Address

Social Security or other Identification Number, if any


                                             -----------------------------------
                                             Signature Guaranteed

                                       23
<PAGE>

If only a portion of the Securities is to be converted, please indicate:

     1.   Principal amount to be converted:  $_____________

     2.   Principal amount and denomination of Securities representing
               unconverted principal amount to be issued: $______________

     ($1,000 or any integral multiple of $1,000 in excess thereof, provided that
     the unconverted portion of such principal amount is at least $1,000)

SECTION 2.06.  Form of Election of Holder to Require Repurchase.
               -------------------------------------------------

          Pursuant to Article XII of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

          The undersigned hereby directs the Trustee or the Company to pay to
the undersigned an amount in cash or, at the Company's election, Common Stock
valued as set forth in the Indenture, equal to 100% of the principal amount to
be repurchased (as set forth below), plus interest accrued to the Repurchase
Date, as provided in the Indenture.

Dated: _______________

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


                                           -------------------------------------
                                           Signature(s)

                                           Signature(s) must be
                                           guaranteed by an Eligible
                                           Guarantor Institution with
                                           membership in an approved
                                           signature guarantee program
                                           pursuant to Rule 17Ad-15
                                           under the Securities
                                           Exchange Act of 1934.


                                           -------------------------------------
                                           Signature Guaranteed

Principal amount to be repurchased (at least $1,000 or an integral multiple
$1,000 in excess thereof): _______________________________

Remaining principal amount following such repurchase (not less than $1,000):
_________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.

                                       24
<PAGE>

SECTION 2.07.  Securities in Global Form.
               --------------------------

          If Securities of a series are issuable in global form, as contemplated
by Section 3.01, then, notwithstanding the provisions of Section 3.02, any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be changed to reflect exchanges.  Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, 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 Company 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 Company Order.  If a Company Order
pursuant to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any
instructions by the Company 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 Section 3.09 shall apply to any Security represented
by a Security in global form if such Security was never issued and sold by the
Company and the Company delivers 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 or any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

          Notwithstanding the provisions of Section 3.08 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a permanent global Security as
shall be specified in a written statement of the Holder of such permanent global
Security.

SECTION 2.08.  CUSIP Number
               ------------

          The Company 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 Company will promptly notify the
Trustee of any change in the CUSIP number of any series of Securities.

                                       25
<PAGE>

SECTION 2.09.  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:

          "This Security is in global form within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Common Depositary or
a U.S. Depositary.  Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred except as
a whole by the Common Depositary or a U.S. Depositary or by a nominee of the
Common Depositary or a nominee of the U.S. Depositary as the case may be."

                                  ARTICLE III

                                 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, and set forth in an Officer's
Certificate, or (ii) 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) 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);

               (3) whether any Securities of the series are to be issuable in
     permanent global form with or without coupons and, if so, (i) whether
     beneficial owners of interests in any such permanent global Security may
     exchange such interests for Securities of such series and of like tenor of
     any authorized form and denomination and the circumstances under which any
     such exchanges may occur, if other than in the manner provided in Section
     3.05, and (ii) the name of the Common Depositary (as defined in Section
     3.04) or the U.S. Depositary, as the case may be, with respect to any
     global Security;

               (4) the date or dates on which the principal of the Securities of
     the series is payable;

               (5) the rate or rates at which the Securities of the series shall
     bear interest, if any, the date or dates from which such interest shall
     accrue, the Interest

                                       26
<PAGE>

     Payment Dates on which such interest shall be payable and the Regular
     Record Date for the interest payable on any Interest Payment Date;

               (6) the place or places where the principal of (and premium, if
     any) and interest on Securities of the series shall be payable;

               (7) the period or periods within which, the price or prices at
     which and the terms and conditions upon which Securities of the series may
     be redeemed, in whole or in part, at the option of the Company, pursuant to
     any sinking fund or mandatory redemption or otherwise;

               (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation, and, where applicable, the
     obligation of the Company to select the Securities to be redeemed;

               (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 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;

               (11) additional Events of Default with respect to Securities of
     the series, if any, other than those set forth herein;

               (12) the terms of any right to convert or exchange Securities of
     the series, either at the option of the Holder thereof or the Company, into
     or for other securities or property, including, without limitation, the
     period or periods within which and the prices at which any Securities of
     the series shall be converted or exchanged, in whole or in part;

               (13) if either or both of Section 15.02 and Section 15.03 shall
     be inapplicable to the Securities of the series (provided that if no such
     inapplicability shall be specified, then both Section 15.02 and Section
     15.03 shall be applicable to the Securities of the series);

               (14) if other than U.S. dollars, the currency or currencies or
     units based on or related to currencies in which the Securities of such
     series shall be denominated and in which payments or principal of, and any
     premium and interest on, such Securities shall or may by payable;

               (15) additional covenants with respect to Securities of the
     series, if any, other than those set forth herein;

                                       27
<PAGE>

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

               (17) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officer's Certificate or in any
such Indenture supplemental hereto.

          If any of the terms of the 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 the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series.

SECTION 3.02.  Denominations.
               --------------

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

SECTION 3.03.  Execution, Authentication, Delivery and Dating.
               -----------------------------------------------

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.  The signature of any of these officers on the Securities
may be manual or facsimile.  The seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  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 the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such 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 Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company 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

                                       28
<PAGE>

(subject to Sections 315(a) through (d) of the Trust Indenture Act) shall be
fully protected in relying upon, an Opinion of Counsel stating,

          (a) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 2.01, that such form has been
     established in conformity with the provisions of this Indenture;

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

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, 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); and

          (d)  that no consent, approval, authorization, order, registration or
     qualification of or with any court or any governmental agency or body
     having jurisdiction over the Company is required for the execution and
     delivery of such Securities by the Company, except such as have been
     obtained (except that no opinion need be expressed as to state securities
     or Blue Sky laws).

If such form or 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 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 Officer's Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the
immediately 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 Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more global Securities
that (i) shall be in an aggregate amount equal to the aggregate principal amount
specified in such Company Order, (ii) shall be registered in the name of the
Common Depositary

                                       29
<PAGE>

or U.S. Depositary, as the case may be, therefor or its nominee, and (iii) shall
be made available for delivery by the Trustee to such depositary or pursuant to
such depositary's instruction.

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

          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 benefit 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 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.

SECTION 3.04.  Temporary Securities.
               ---------------------

          Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
make available for delivery, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of 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 of Section 3.05), if temporary
Securities of any series are issued, the Company 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 Company 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 Company 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
tenor.  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.

          If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the office of a depositary or common depositary (the "Common
Depositary") for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

                                       30
<PAGE>

SECTION 3.05.  Registration, Registration of Transfer and Exchange.
               ----------------------------------------------------

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of registration of transfers of Securities.  The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in a Place of Payment for that
series, the Company 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.

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

          Notwithstanding the foregoing, except as otherwise specified or
contemplated by Section 3.01, any permanent global Security shall be
exchangeable only as provided in this paragraph.  If the beneficial owners of
interests in a permanent global Security are entitled to exchange such interests
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified in and subject to the conditions
contemplated by Section 3.01, then without unnecessary delay but in any event
not later than the earliest date on which such interests may be so exchanged,
the Company shall deliver to the Trustee definitive Securities of that series in
aggregate principal amount equal to the principal amount of such permanent
global Security, executed by the Company.  On or after the earliest date on
which such interests may be so exchanged, such permanent global Securities shall
be surrendered from time to time by the Common Depositary or the U.S.
Depositary, as the case may be, for exchange in whole or in part for definitive
Securities of the same series without charge, and in accordance with
instructions given to the Trustee and the Common Depositary or the U.S.
Depositary, as the case may be, (which instructions shall be in writing but need
not comply with Section 1.02 or be accompanied by an Opinion of Counsel), as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company's agent for such purpose.  The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered
permanent global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which shall be in
the form of the Securities of such series; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that
series selected for redemption under Section 11.03 and ending at the close of
business on the day of such mailing.  Promptly following any such exchange in
part,

                                       31
<PAGE>

such permanent global Security shall be returned by the Trustee to the Common
Depositary or the U.S. Depositary, as the case may be, or such other Common
Depositary or U.S. Depositary referred to above in accordance with the written
instructions of the Company referred to above. If a Security in the form
specified for such series is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, such interest or Defaulted Interest will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Security in the form specified for such series, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

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

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

          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 Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities.
               -------------------------------------------------

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                                       32
<PAGE>

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a  bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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

SECTION 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 Company, at its election in each
case, as provided in Clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the 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 Company 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, and at the same time the Company shall deposit with the Trustee an
     amount of money

                                       33
<PAGE>

     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided.  Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment.  The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of Securities of
     such series at his address as it appears in the Security Register, not less
     than 10 days prior to such Special Record Date.  Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the Persons
     in whose names the Securities of such series (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following Clause (2).

               (2) The Company 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 Company to the Trustee of the proposed payment pursuant
     to this Clause, 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 Company, the Trustee and any agent of the Company 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 (and premium, if
any) and (subject to Section 3.07) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

          None of the Company, the Trustee or any agent of the Company 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 Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Common

                                       34
<PAGE>

Depositary (or its nominee), as a Holder, with respect to such Security in
global form or impair, as between such Common 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 Common Depositary (or its
nominee) as holder of such Security in global form.

SECTION 3.09.  Cancellation.
               -------------

          All Securities surrendered for payment, redemption, repurchase,
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 cancelled by it.  The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee.  No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture.  All cancelled Securities shall be held by the
Trustee and may be destroyed (and, if so destroyed, certification of their
destruction shall be delivered to the Company, unless, by a Company Order, the
Company shall direct that cancelled Securities be returned to it).

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 year of twelve 30-day months.

                                  ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.01.  Satisfaction and Discharge of Indenture.
               ----------------------------------------

          This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange, the right of
conversion or the Company's right of optional redemption of Securities herein
expressly provided for or in the form of Security for such series), when the
Trustee, upon Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

          (1)  either

               (A) all Securities 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 Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 10.09) have been delivered to the Trustee for cancellation; or

                                       35
<PAGE>

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium, 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 Company has paid or caused to be paid all other sums
     payable hereunder by the Company; and

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.09 shall survive.

SECTION 4.02.  Application of Trust Money.
               ---------------------------

          Subject to the provisions of the last paragraph of Section 10.09, 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 the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee.

                                       36
<PAGE>

                                   ARTICLE V
                                   REMEDIES

SECTION 5.01.  Events of Default.
               ------------------

          "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 Company defaults in the payment of interest on any
     Security of that series when such interest becomes due and payable and the
     default continues for a period of 30 days;

               (2)  the Company defaults in the payment of the principal of (or
     premium, if any, on) any Security of that series when the same becomes due
     and payable at Maturity, upon redemption (including redemptions under
     Article XI), or otherwise;

               (3)  the Company fails to observe or perform any of its other
     covenants, warranties or agreements 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 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;

               (4)  an event of default, as defined in any mortgage, indenture,
     or instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (including Securities
     of another series) or a Subsidiary of the Company (whether such
     Indebtedness now exists or shall hereafter be created or incurred) shall
     occur and shall consist of default in the payment of such Indebtedness at
     the maturity thereof (after giving effect to any applicable grace period)
     or shall result in Indebtedness becoming or being declared due and payable
     prior to the date on which it would otherwise become due and payable, and
     such default in payment is not cured or such acceleration shall not be
     rescinded or annulled within 30 days after written notice to the Company
     from the Trustee or to the Company and to the Trustee from the Holders of
     at least 25% in aggregate principal amount of the Securities of that series
     at the time outstanding; provided that it shall not be an Event of Default
     if the principal amount of Indebtedness which is not paid at maturity or
     the maturity of which is accelerated is less than $10,000,000; provided,
     further, that if, prior to a declaration of acceleration of the maturity of
     the Securities of that series or the entry of judgment in favor of the
     Trustee in a suit pursuant to Section 5.03, such default shall be remedied
     or cured by the Company or waived by the holders of such Indebtedness, then
     the Event of Default hereunder by reason thereof shall be deemed likewise
     to have been thereupon remedied, cured or waived without further action
     upon the part of either the Trustee or any of the Holders of the Securities
     of that series; and provided, further, that, subject to

                                      37
<PAGE>

     Sections 6.01 and 6.02, the Trustee shall not be charged with knowledge of
     any such default unless written notice of such default shall have been
     given to the Trustee by the Company, by a holder or an agent of a holder of
     any such Indebtedness, by the trustee then acting under any indenture or
     other instrument under which such default shall have occurred, or by the
     Holders of at least five percent in aggregate principal amount of the
     Securities of that series at the time outstanding;

               (5)  one or more judgments or decrees shall be entered against
     the Company involving individually or in the aggregate, a liability of
     $5,000,000 or more and a sufficient number of such judgments or decrees
     shall not have been vacated, discharged, satisfied or stayed pending appeal
     within 30 days from the entry thereof so as to bring the aggregate
     liability in respect thereof below the $5,000,000 threshold;

               (6)  the Company (or a Subsidiary of the Company which is deemed
     to be a "significant subsidiary" as that term is defined in Regulation S-X
     promulgated by the Commission) 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, (B) consents to the entry of a
     judgment, decree or order for relief against it 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, (D) applies
     for, consents to or acquiesces in the appointment of or taking possession
     by a Custodian of the Company or such Subsidiary or for any material part
     of its property, (E) makes a general assignment for the benefit of its
     creditors or (F) takes any corporate action in furtherance of or to
     facilitate, conditionally or otherwise, any of the foregoing;

               (7)  (i) a court of competent jurisdiction enters a judgment,
     decree or order for relief in respect of the Company (or a Subsidiary of
     the Company which is deemed to be a "significant subsidiary" as that term
     is defined in Regulation S-X promulgated by the Commission) 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 the Company or such Subsidiary, (B)
     appoint a Custodian of the Company or such Subsidiary or for any material
     part of its property or (C) order the winding-up or liquidation of its
     affairs, and such judgment, decree or order shall remain unstayed and in
     effect for a period of 90 consecutive days; or (ii) any bankruptcy or
     insolvency petition or application is filed, or any bankruptcy or
     insolvency proceeding is commenced against the Company or such Subsidiary
     and such petition, application or proceeding is not dismissed within 90
     days; or (iii) a warrant of attachment is issued against any material
     portion of the property of the Company or such Subsidiary which is not
     released within 90 days of service;

               (8)  if Article XII shall be applicable to the Securities of such
     series, the Company fails to give a Company Notice in accordance with
     Section 12.03 or defaults in the payment of the Repurchase Price following
     the election by the Holder of a Security of that series to require the
     Company to repurchase such Security pursuant to and in accordance with
     Article XII; or

                                      38
<PAGE>

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

          A Default under clause (3) 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 Company of the Default and the
Company does 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 (3) 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 (6) or (7) of Section 5.01) occurs
and is continuing, the Trustee by notice in writing to the Company, or the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (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 Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

          If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) 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 Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

          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 if (i) all existing Events of Default, other than the
nonpayment of the principal and interest of the Securities of that series that
has become due solely by such declaration of acceleration, have been cured or
waived, (ii) to the extent the payment of such interest is lawful, interest 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.

                                      39
<PAGE>

SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by Trustee.
               ----------------------------------------------------------------

          The Company covenants that if:

               (1)  default is made in the payment of any 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, if any, on) any Security of any series at the Maturity thereof,

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

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

          If an Event of Default with respect to 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 Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

               (i)  to file and prove a claim for the whole amount of principal
          (and premium, if any) and interest owing and unpaid in respect of the
          Securities and to

                                      40
<PAGE>

          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 any
          custodian, receiver, assignee, trustee, liquidator, sequestrator or
          other similar official in any such judicial proceeding is hereby
          authorized by each Holder to make such payments to the Trustee and, in
          the event that the Trustee shall consent to the making of such
          payments directly to the Holders, to pay to the Trustee any amount due
          it for the reasonable compensation, expenses, disbursements and
          advances of the Trustee, its agents and counsel, and any other amounts
          due the Trustee under Section 6.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

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 (or premium, 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, 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, if
any) and interest, respectively; and

                                      41
<PAGE>

          Third:   To the Company.

          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 Company a notice that states
the record date, the payment date and the amount to be paid.

SECTION 5.07.  Limitation on Suits.
               --------------------

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

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

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

               (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 and
               ----------------------------------------------------------------
               Interest.
               ---------

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, 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 convert such Security in accordance with Article XIV, and to
institute suit for the enforcement of any such payment or right to convert, and
such rights shall not be impaired without the consent of such Holder.

                                      42
<PAGE>

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 Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding has been instituted.

SECTION 5.10.  Rights and Remedies Cumulative.
               -------------------------------

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

SECTION 5.11.  Delay or Omission Not Waiver.
               -----------------------------

          No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 5.12.  Control by Holders.
               -------------------

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

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

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

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

                                      43
<PAGE>

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, if
     any) or interest on any Security of such series, or

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

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

SECTION 5.14. Undertaking for Costs.
              ----------------------

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
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 VI
                                  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

                                       44
<PAGE>

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.

SECTION 6.02. Notice of Defaults.
              -------------------

          Within 90 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall give to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default or Event of Default known to the
Trustee, unless such Default or Event of Default shall have been cured or
waived; provided, however, that, except in the case of a Default or Event of
Default in the payment of the principal of (or premium, if any) or interest on
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of 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 Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company 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 Officer's 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 reasonable security or

                                       45
<PAGE>

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
Company, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company 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 Company,
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. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company 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 Company, 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 Company 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

                                       46
<PAGE>

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
Company.

SECTION 6.07. Compensation and Reimbursement.
              -------------------------------

          The Company agrees:

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

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

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

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

          The provisions of this Section 6.07 shall survive this Indenture.

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 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

                                       47
<PAGE>

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

SECTION 6.10. Resignation and Removal; Appointment of Successor.
              --------------------------------------------------

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

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. 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 Company.

          (d) If at any time:

               (1) the Trustee shall fail to comply with Section 310(b) of the
     Trust Indenture Act after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months; or

               (2) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder of a Security who has been a bona fide Holder of a Security
     for at least six months; or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all 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
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 Company, by a Board
Resolution, shall promptly appoint a successor Trustee

                                       48
<PAGE>

or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 6.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company 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 Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company 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 Company 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 Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of such (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those

                                       49
<PAGE>

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 Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

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 Company.
              --------------------------------------------------

          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.


                                       50
<PAGE>

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 Company 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 of not less than $50,000,000 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 Trustee or the Authenticating Agent.

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


                                       51
<PAGE>

          The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

          If an appointment with respect to one or more series 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.

                                 Wilmington Trust Company,
                                 As Trustee

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

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

                                  ARTICLE VII
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.  Company to Furnish Trustee Names and Addresses of Holders.
               ----------------------------------------------------------

          The Company will furnish or cause to be furnished to the Trustee:

          (a)  semi-annually, not later than January 1 and July 1 in each year,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of the preceding December 15 or June 15, as the case
may be; and

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

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

                                      52
<PAGE>

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. 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 (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 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 with respect to their
rights under this Indenture or under the 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 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 whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
7.02(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders 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, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of

                                      53
<PAGE>

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 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 May 15 of each year commencing with the year
     2002, the Trustee shall transmit by mail to all Holders of Securities as
     provided in Section 313(c) of the Trust Indenture Act, a brief report dated
     as of May 15, if required by and in compliance with Section 313(a) of the
     Trust Indenture Act.

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

SECTION 7.04.  Reports by Company.
               -------------------

          The Company shall:

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

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

               (3)  furnish to the Trustee, on or before May 1 of each year, a
     brief certificate from the principal executive officer, principal financial
     officer or principal accounting officer as to his or her knowledge of the
     Company'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.

                                      54
<PAGE>

                                 ARTICLE VIII
                CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

SECTION 8.01.  When Company May Merge, Etc.
               ----------------------------

          The Company shall not consolidate with, or merge with or into any
other Person (whether or not the Company shall be the surviving corporation), or
sell, assign, 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 the Company shall be the continuing Person or the
     Person (if other than the Company) formed by such consolidation or with
     which or into which the Company is merged or the Person (or group of
     affiliated Persons) to which all or substantially all the properties and
     assets of the Company as an entirety or substantially as an entirety are
     sold, assigned, transferred or leased shall be a corporation (or constitute
     corporations) 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 satisfactory to the Trustee, all the
     obligations of the Company under the Securities and this Indenture; and

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

SECTION 8.02.  Opinion of Counsel.
               -------------------

          The Company shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 8.01 an Officer's 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 the Company with or merger by the Company
into any other corporation or any lease, sale, assignment, or transfer of all or
substantially all of the property and assets of the Company in accordance with
Section 8.01, the successor corporation formed by such consolidation or into
which the Company is merged or the successor corporation or affiliated group of
corporations to which such lease, sale, assignment, or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation or corporations had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this
Indenture and the Securities and in the event of such conveyance or transfer,
except in the case of a lease, any such predecessor corporation may be dissolved
and liquidated.

                                      55
<PAGE>

                                  ARTICLE IX
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures Without Consent of Holders.
               ---------------------------------------------------

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

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

               (2)  to add to the covenants of the Company 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 the
     Company;

               (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);

               (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;

               (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;

               (6)  to secure the Securities;

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

               (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);

               (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

                                      56
<PAGE>

               (10) to make any change that does not materially adversely affect
     the interests of the Holders of Securities of any series.

          Upon request of the Company, accompanied by a Board Resolution
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 Company 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 principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, 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 any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption or repurchase thereof or extend the time for
     payment thereof, or reduce the amount of the principal of an Original Issue
     Discount Security 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 coin or currency in which, any Security
     or any premium or the interest thereon is payable, including the payment of
     any Redemption Price or Repurchase Price in respect of such Security, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption or
     repurchase at the option of the Holder, on or after the Redemption Date or
     Repurchase Date, as the case may be);

               (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;

               (3)  change the redemption provisions (including Article XI)
     hereof in a manner adverse to such Holder;

               (4)  modify any of the provisions of this Section or Section
     5.13, except to increase any such percentage or to provide that certain
     other provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby;
     provided, however, that this clause shall not be

                                      57
<PAGE>

     deemed to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section, or the
     deletion of this proviso, in accordance with the requirements of Sections
     6.11(b) and 9.01(8);

               (5) adversely affect the right of a Holder of a Security to
     require the Company to repurchase such Security; or

               (6) adversely affect the right of a Holder of a Security to
     require the Company to convert such Security.

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 Officer's
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.

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

                                       58
<PAGE>

notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and the Company,
to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                                   ARTICLE X
                                   COVENANTS

SECTION 10.01.  Payments of Securities.
                -----------------------

          With respect to each series of Securities, the Company will duly and
punctually pay the principal of (and premium, 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 Company 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 Company
in respect of the Securities and this Indenture may be served. The Company 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 Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee as set forth in Section 1.05
hereof.

          The Company 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
Company 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.

          The Company hereby designates as a Place of Payment for Securities the
office or agency of the Company in the Borough of Manhattan, the City of New
York, and initially appoints _________________, at its Corporate Trust Office in
such city as Paying Agent, Security Registrar and Conversion Agent and as its
agent to receive all such presentations, surrenders, notices and demands.

SECTION 10.03.  Corporate Existence.
                --------------------

          Subject to Article VIII hereof, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and that of each of its Subsidiaries and the rights (charter
and statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that (a) the Company shall not be required to preserve any
such right, license or franchise or the corporate existence of any of its
Subsidiaries if the Board of Directors, or the board of directors of the
Subsidiary concerned, as the case may be, shall

                                       59
<PAGE>

determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company or any of its Subsidiaries and that the loss thereof
is not materially disadvantageous to the Holders, and (b) nothing herein
contained shall prevent any Subsidiary of the Company from liquidating or
dissolving, or merging into, or consolidating with the Company (provided that
the Company shall be the continuing or surviving corporation) or with any one or
more other Subsidiaries if the Board of Directors or the board of directors of
the Subsidiary concerned, as the case may be, shall so determine.

SECTION 10.04.  Payment of Taxes and Other Claims.
                ----------------------------------

          The Company will pay or discharge, or cause to be paid or discharged,
before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a material lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which adequate provision has been made.

SECTION 10.05.  Maintenance of Properties.
                --------------------------

          The Company will cause all material properties used or useful in the
conduct of its business or the business of any of its Subsidiaries to be
maintained and kept in good condition, repair and working order (normal wear and
tear excepted) and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or disposal
is, in the judgment of the Board of Directors or of the board of directors of
the Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or any Subsidiary of the Company and not materially
disadvantageous to the Holders.

SECTION 10.06.  Compliance Certificates.
                ------------------------

          (a) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year of the Company (which fiscal year currently ends on
December 31), an Officer's Certificate stating whether or not the signer knows
of any Default or Event of Default by the Company 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. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends.

                                       60
<PAGE>

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 Company 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(4) hereof.

          (c) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year a written statement by the Company's independent
certified public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Securities as they
relate to accounting matters and (ii) whether, in connection with their audit
examination, any Default has come to their attention and if such a Default has
come to their attention, specifying the nature and period of existence thereof
and the specific section or sections of this Indenture in connection with which
such Default has occurred; provided that, without any restriction as to the
scope of the audit examination, such independent certified public accountants
shall not be liable by reason of the failure to obtain knowledge of such Default
that would not be disclosed in the course of an audit examination conducted in
accordance with generally accepted auditing standards.

          (d) The Company 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
Officer's Certificate setting forth the details of such Default or Event of
Default and the action that the Company proposes 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 10.07. Commission Reports.
               -------------------

          (a) The Company shall file with the Trustee, within 30 days after it
files them with the Commission, copies of the quarterly and annual reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe)
which the Company is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act. If the Company is not subject to the requirement
of such Section 13 or 15(d) of the Exchange Act, the Company shall file with the
Trustee, within 30 days after it would have been required to file such
information with the Commission, financial statements, including any notes
thereto and, with respect to annual reports, an auditors' report by an
accounting firm of established national reputation and a "Management's
Discussion and Analysis of Financial Condition and Results of Operations," both
comparable to that which the Company would have been required to include in such
annual reports, information, documents or other reports if the Company had been
subject to the requirements of such Sections 13 or 15(d) of the Exchange Act.
The Company also shall comply with the other provisions of Section 314(a) of the
Trust Indenture Act.

          (b) So long as the Securities remain outstanding, the Company shall
cause its annual report to stockholders and any other financial reports
furnished by it to stockholders generally, to be mailed to the Holders at their
addresses appearing in the register of Securities maintained by the Security
Registrar in each case at the time of such mailing or furnishing to

                                       61
<PAGE>

stockholders. If the Company is not required to furnish annual or quarterly
reports to its stockholders pursuant to the Exchange Act, the Company shall
cause its financial statements, including any notes thereto and, with respect to
annual reports, an auditors' report by an accounting firm of established
national reputation and a "Management's Discussion and Analysis of Financial
Condition and Results of Operations," to be so filed with the Trustee and mailed
to the Holders within 90 days after the end of each of the Company's fiscal
years and within 45 days after the end of each of the first three quarters of
each fiscal year.

          (c) The Company shall provide the Trustee with a sufficient number of
copies of all reports and other documents and information that the Company may
be required to deliver to the Holders under this Section 10.07.

SECTION 10.08. Waiver of Stay, Extension or Usury Laws.
               ----------------------------------------

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim, 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 Company 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 Company hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

SECTION 10.09. Money for Securities Payments to Be Held in Trust.
               --------------------------------------------------

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, 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 sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

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

          The Company 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, if any) or interest on Securities of that series in trust for
     the benefit of the

                                       62
<PAGE>

     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

               (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal (and premium, 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 Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee of such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company 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 Company.

                                  ARTICLE XI
                            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 301 for Securities of any series)
in accordance with this Article.

SECTION 11.02. Election to Redeem; Notice to Trustee.
               --------------------------------------

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the

                                       63

<PAGE>

Securities of any series, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of 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 Company shall furnish the Trustee with an Officer's Certificate
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 not more than 90 days
prior to the Redemption Date 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 Company and the Company shall
give notice thereof to the Trustee.

          The Trustee shall promptly notify the Company 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 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

          All notices of redemption shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

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

                                       64
<PAGE>

               (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 thereon will cease to accrue 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 Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 11.05. Deposit of Redemption Price.
               ----------------------------

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.09) an amount of
money 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.

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, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and 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 Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular or Special Record Dates
according to their terms and the provisions of Section 3.07.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, 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 Company at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the

                                       65
<PAGE>

same series and Stated Maturity, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                  ARTICLE XII
                 REPURCHASE OF SECURITIES AT OPTION OF HOLDER
                           UPON A CHANGE IN CONTROL

SECTION 12.01. Right to Require Repurchase.
               ----------------------------

          If so provided in a Board Resolution with respect to the Securities of
any series, in the event that a Change in Control shall occur, then each Holder
of a Security of such series shall have the right, at the Holder's option, but
subject to the provisions of Section 12.02, to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's Securities of such series not theretofore called for
redemption, or any portion of the Principal thereof that is equal to $1,000 or
any integral multiple of $1,000 in excess thereof (provided that no single
Securities may be repurchased in part unless the portion of the Principal of
such Securities to be Outstanding after such repurchase is at least $1,000), on
the date (the "Repurchase Date") that is 45 days after the date of the Company
Notice at a purchase price equal to 100% of the principal amount of the
Securities to be repurchased plus interest accrued to the Repurchase Date (the
"Repurchase Price"); provided, however, that installments of interest on
Securities whose Stated Maturity is on or prior to the Repurchase Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to their
terms and the provisions of Section 3.07. Such right to require the repurchase
of the Securities shall not continue after a discharge of the Company from its
obligations with respect to the Securities of such series in accordance with the
provisions of Article IV unless a Change in Control shall have occurred prior to
such discharge. At the option of the Company, the Repurchase Price may be paid
in cash or, subject to the fulfillment by the Company of the conditions set
forth in Section 12.02, by delivery of shares of Common Stock having a fair
market value equal to the Repurchase Price. Whenever in this Indenture
(including Sections 2.02, 2.03, 5.01(2) and 5.08) there is a reference, in any
context, to the Principal of any Securities as of any time, such reference shall
be deemed to include reference to the Repurchase Price payable in respect of
such Securities to the extent that such Repurchase Price is, was or would be so
payable at such time, and express mention of the Repurchase Price in any
provision of this Indenture shall not be construed as excluding the Repurchase
Price in those provisions of this Indenture when such express mention is not
made; provided, however, that for the purposes of Article XIV such reference
shall be deemed to include reference to the Repurchase Price only to the extent
the Repurchase Price is payable in cash.

          The provisions of this Article XII shall not be applicable to the
Securities of a series unless otherwise specified in a Board Resolution with
respect to the Securities of such series.


                                       66
<PAGE>

SECTION 12.02. Conditions to the Company's Election to Pay the Repurchase Price
               ----------------------------------------------------------------
               in Common Stock.
               ----------------

          The Company may elect to pay the Repurchase Price by delivery of
shares of Common Stock pursuant to Section 12.01 if and only if the following
conditions shall have been satisfied:

               (1) The shares of Common Stock deliverable in payment of the
     Repurchase Price shall have a fair market value as of the Repurchase Date
     not less than the Repurchase Price. For purposes of Section 12.01 and this
     Section 12.02, the fair market value of the shares of Common Stock shall be
     determined by the Company and shall be equal to 95% of the average of the
     Closing Prices Per Share of the Common Stock for the five consecutive
     Trading Days immediately preceding and including the third Trading Day
     prior to the Repurchase Date;

               (2) The shares of Common Stock to be issued upon repurchase of
     Securities hereunder (i) shall not require registration under any federal
     securities laws before such shares may be freely transferable without being
     subject to any transfer restrictions under the Securities Act upon
     repurchase or, if such registration is required, such registration shall be
     completed and shall become effective prior to the Repurchase Date, and (ii)
     shall not require registration with or approval of any governmental
     authority under any state law or any other federal law before such shares
     may be validly issued or delivered upon repurchase or, if such registration
     or approval is required, such registration shall be completed or such
     approval shall be obtained prior to the Repurchase Date;

               (3) The shares of Common Stock to be issued upon repurchase of
     Securities hereunder are, or shall have been, listed on a national
     securities exchange or approved for quotation on the Nasdaq National Market
     (including each national securities exchange on which the Common Stock is
     generally so listed and the Nasdaq National Market if the Common Stock is
     so quoted), prior to the Repurchase Date; and

               (4) All shares of Common Stock which may be issued upon
     repurchase of Securities will be issued out of the Company's authorized but
     unissued Common Stock and will, upon issue, be duly and validly issued and
     fully paid and nonassessable and free of any preemptive or similar rights.

          If all of the conditions set forth in this Section 12.02 are not
satisfied in accordance with the terms thereof, the Repurchase Price shall be
paid by the Company only in cash.

SECTION 12.03. Notices; Method of Exercising Repurchase Right, Etc.
               ----------------------------------------------------

          (a) Unless the Company shall have theretofore called for redemption
all of the Outstanding Securities of such series to which this Article is
applicable, on or before the 30th day after the occurrence of a Change in
Control, the Company or, at the request and expense of the Company on or before
the 30th day after such occurrence, the Trustee, shall give to all Holders of
Securities of such series, in the manner provided in Section 1.06, notice (the

                                       67
<PAGE>

"Company Notice") of the occurrence of the Change in Control and of the
repurchase right set forth herein arising as a result thereof. The Company shall
also deliver a copy of such Company Notice to the Trustee.

          Each Company Notice shall state:

               (i)  the Repurchase Date;

               (ii) the date by which the repurchase right must be exercised
          pursuant to Section 12.03(b);

               (iii) the Repurchase Price, and whether the Repurchase Price
          shall be paid by the Company in cash or by delivery of shares of
          Common Stock;

               (iv) a description of the procedure which a Holder must follow to
          exercise a repurchase right, and the place or places where such
          Securities are to be surrendered for payment of the Repurchase Price;

               (v) that on the Repurchase Date the Repurchase Price will become
          due and payable upon each such Security designated by the Holder to be
          repurchased, and that interest thereon shall cease to accrue on and
          after said date;

               (vi) the Conversion Rate then in effect, the date on which the
          right to convert the Principal of the Securities to be repurchased
          will terminate and the place or places where such Securities may be
          surrendered for conversion; and

               (vii) the place or places that the Securities certificate,
          together with the Election of Holder to Require Repurchase as
          specified in Section 2.06 shall be delivered.

          No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a repurchase right or affect
the validity of the proceedings for the repurchase of Securities.

          If any of the foregoing provisions or other provisions of this Article
XII are inconsistent with applicable law, such law shall govern.

          (b) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the 30th day after the date of the Company Notice (i)
written notice of the Holder's exercise of such right, which notice shall set
forth the name of the Holder, the Principal of the Securities to be repurchased
(and, if any Securities are to be repurchased in part, the serial number
thereof, the portion of the Principal thereof to be repurchased and the name of
the Person in which the portion thereof to remain Outstanding after such
repurchase is to be registered) and a statement that an election to exercise the
repurchase right is being made thereby, and, in the event that the Repurchase
Price shall be paid in shares of Common Stock, the name or names (with
addresses) in which the certificate or certificates for shares of Common Stock
shall be issued, and (ii) the Securities with respect to which the repurchase
right is being exercised. Such written notice shall be irrevocable, except that
the right of the Holder to convert the Securities

                                       68
<PAGE>

with respect to which the repurchase right is being exercised shall continue
until the close of business on the Repurchase Date.

          (c) In the event a repurchase right shall be exercised in accordance
     with the terms hereof, the Company shall pay or cause to be paid to the
     Trustee the Repurchase Price in cash or shares of Common Stock, as provided
     above, for payment to the Holder on the Repurchase Date or, if shares of
     Common Stock are to be paid, as promptly as practicable after the
     Repurchase Date, payable with respect to the Securities as to which the
     repurchase right has been exercised; provided, however, that installments
     of interest that mature on or prior to the Repurchase Date shall be payable
     in cash to the Holders of such Securities, or one or more Predecessor
     Securities, registered as such at the close of business on the relevant
     Regular Record Date. The Company covenants that, if the Repurchase Price is
     to be paid in cash, at least one Business Day prior to the Repurchase Date
     it will deposit with the Trustee or with a Paying Agent (or, if the Company
     is acting as its own Paying Agent, segregate and hold in trust as provided
     in Section 10.09) an amount of money sufficient to pay the Principal of,
     and (except if the Repurchase Date shall be an Interest Payment Date)
     accrued interest on, all the Securities or portions thereof, as the case
     may be, to be repurchased on such Repurchase Date.

          (d) If any Securities (or portions thereof) surrendered for repurchase
     shall not be so paid on the Repurchase Date, the Principal amount of such
     Securities (or portion thereof, as the case may be) shall, until paid, bear
     interest to the extent permitted by applicable law from the Repurchase Date
     at the rate specified in a Board Resolution or supplemental indenture with
     respect to Securities of such series, and such Securities shall remain
     convertible into Common Stock until the Principal amount of such Securities
     (or portion thereof, as the case may be) shall have been paid or duly
     provided for.

          (e) Any Securities which are to be repurchased only in part shall be
     surrendered to the Trustee (with, if the Company or the Trustee so
     requires, due endorsement by, or a written instrument of transfer in form
     satisfactory to the Company and the Trustee duly executed by, the Holder
     thereof or such Holder's attorney duly authorized in writing), and the
     Company shall execute, and the Trustee shall authenticate and make
     available for delivery to the Holder of such Securities without service
     charge, a new Security or Securities containing identical terms and
     conditions, each in an authorized denomination in aggregate Principal
     amount equal to and in exchange for the unrepurchased portion of the
     Principal amount of the Securities so surrendered.

          (f) Any issuances of shares of Common Stock in respect of the
     Repurchase Price shall be deemed to have been effected immediately prior to
     the close of business on the Repurchase Date and the Person or Persons in
     whose name or names any certificate or certificates for shares of Common
     Stock shall be issuable upon such repurchase shall be deemed to have become
     on the Repurchase Date the holder or holders of record of the shares
     represented thereby; provided, however, that any surrender for repurchase
     on a date when the stock transfer books of the Company shall be closed
     shall constitute the Person or Persons in whose name or names the
     certificate or certificates for such shares are to be issued as the record
     holder or holders thereof for all purposes at the opening of business on
     the next succeeding day on which such stock transfer books are open. No
     payment or adjustment shall be made for dividends or

                                       69
<PAGE>

distributions on any Common Stock issued upon repurchase of any Securities
declared prior to the Repurchase Date.

          (g) No fractions of shares shall be issued upon repurchase of
Securities. If more than one Security shall be repurchased from the same Holder
and the Repurchase Price shall be payable in shares of Common Stock, the number
of full shares which shall be issuable upon such repurchase shall be computed on
the basis of the aggregate Principal amount of the Securities so repurchased.
Instead of any fractional share of Common Stock which would otherwise be
issuable on the repurchase of any Security or Securities, the Company will
deliver to the applicable Holder its check for the current market value of such
fractional share. The current market value of a fraction of a share is
determined by multiplying the current market price of a full share by the
fraction, and rounding the result to the nearest cent. For purposes of this
Section, the current market price of a share of Common Stock is the Closing
Price Per Share of the Common Stock on the Trading Day immediately preceding the
Repurchase Date.

          (h) Any issuance and delivery of certificates for shares of Common
Stock on repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such certificate or for any tax or duty in
respect of the issuance or delivery of such certificates or the shares of Common
Stock represented thereby; provided, however, that the Company shall not be
required to pay any tax or duty which may be payable in respect of (i) income of
the Holder or (ii) any transfer involved in the issuance or delivery of
certificates for shares of Common Stock in a name other than that of the Holder
of the Securities being repurchased, and no such issuance or delivery shall be
made unless and until the Person requesting such issuance or delivery has paid
to the Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

          (i) All Securities delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.09.

SECTION 12.04. Certain Definitions.
               --------------------

          For purposes of this Article XII,

               (1) the term "beneficial owner" shall be determined in accordance
     with Rule 13d-3, as in effect on the date of the original execution of this
     Indenture, promulgated by the Commission pursuant to the Exchange Act;

               (2) a "Change in Control" shall be deemed to have occurred at the
     time, after the original issuance of the Securities, of:

               (i) the acquisition by any Person (including any syndicate or
          group deemed to be a "person" under Section 13(d)(3) of the Exchange
          Act as in effect on the date of the original execution of this
          Indenture) of beneficial ownership, directly or indirectly, through a
          purchase, merger or other acquisition transaction or series of
          transactions, of shares of Capital Stock of the Company entitling such
          Person to exercise 50% or more of the total voting power of all shares
          of Capital Stock of the Company entitled to vote generally in the
          election of directors (or
                                       70
<PAGE>

          persons holding a similar function), other than any such acquisition
          by the Company, any Subsidiary of the Company or any employee benefit
          plan of the Company; or

               (ii) any consolidation of the Company with, or a merger of the
          Company into, any other Person, any merger of another Person into the
          Company, or any conveyance, sale, transfer, lease or other disposition
          of all or substantially all of the assets of the Company to another
          Person (other than (A) any transaction (x) which does not result in
          any reclassification, conversion, exchange or cancellation of
          outstanding shares of Capital Stock of the Company and (y) pursuant to
          which the holders of the Common Stock immediately prior to such
          transaction have the entitlement to exercise, directly or indirectly,
          50% or more of the total voting power of all shares of Capital Stock
          entitled to vote generally in the election of directors (or persons
          holding a similar function) of the continuing or surviving entity
          immediately after such transaction and (B) any merger which is
          effected solely to change the jurisdiction of incorporation of the
          Company and results in a reclassification, conversion or exchange of
          outstanding shares of Common Stock solely into shares of common stock
          of the surviving entity;

     provided, however, that a Change in Control shall not be deemed to have
     occurred if (I) the Closing Sales Price Per Share of the Common Stock for
     any five Trading Days within the period of 10 consecutive Trading Days
     ending immediately after the later of the Change in Control or the public
     announcement of the Change in Control (in the case of a Change in Control
     under clause (i) above) or the period of 10 consecutive Trading Days ending
     immediately before the Change in Control (in the case of a Change in
     Control under clause (ii) above) shall equal or exceed 105% of the
     Conversion Price of the Securities of such series in effect on such Trading
     Day or (II) all of the consideration (excluding cash payments for
     fractional shares and cash payments made pursuant to dissenters' appraisal
     rights) in a merger or consolidation otherwise constituting a Change in
     Control under clause (i) and/or clause (ii) above consists of shares of
     common stock traded on a national securities exchange or quoted on the
     Nasdaq National Market (or will be so traded or quoted immediately
     following such merger or consolidation), and as a result of such merger or
     consolidation, the Securities of such series become convertible solely into
     such common stock; and

          (3) the term "Closing Price Per Share" means, with respect to the
     Common Stock, for any day, (i) the last reported sale price regular way (or
     if no closing sale price is reported, the average of the bid and ask prices
     or, if more than one in either case, the average of the average bid and
     average ask prices) on such date as reported in the composite transactions
     for the principal United States securities exchange on which the Common
     Stock is traded or, if the Common Stock is not listed on a United States
     national or regional stock exchange, as reported by the Nasdaq National
     Market, or (ii) if the Common Stock is not listed or admitted to trading on
     any United States securities exchange or quoted on the Nasdaq National
     Market, the average of the closing bid prices in the over-the-counter
     market as furnished by any Nasdaq National Market member firm selected from
     time to time by the Company for that purpose.

                                       71
<PAGE>

SECTION 12.05.  Consolidation, Merger, Etc.
                ---------------------------

          In the case of any consolidation, merger, conveyance, sale, transfer
or lease of all or substantially all of the assets of the Company to which
Section 14.04 applies, in which the Common Stock of the Company is changed or
exchanged as a result into the right to receive shares of stock and other
securities, property or assets (including cash), which includes shares of Common
Stock of the Company or common stock of another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established over-the-counter trading market in the
United States, and such shares constitute at the time such change or exchange
becomes effective in excess of 50% of the aggregate fair market value of such
shares of stock and other securities, property and assets (including cash) (as
determined by the Company, which determination shall be conclusive and binding),
then the Person formed by such consolidation or resulting from such merger or
which acquires the all or substantially all of the assets of the Company, as the
case may be, shall execute and deliver to the Trustee a supplemental indenture
(which shall comply with the Trust Indenture Act as in force and effect at the
date of execution of such supplemental indenture) modifying the provisions of
this Indenture relating to the right of Holders to cause the Company to
repurchase the Securities following a Change in Control, including, without
limitation, the applicable provisions of this Article XII and the definitions of
Common Stock and Change in Control, as appropriate, and such other related
definitions set forth herein and in the Indenture as determined in good faith by
the Company (which determination shall be conclusive and binding), to make such
provisions apply in the event of a subsequent Change in Control to the common
stock and the issuer thereof if different from the Company and the Common Stock
of the Company (in lieu of the Company and the Common Stock of the Company).

                                 ARTICLE XIII

                                 SINKING FUNDS

SECTION 13.01.  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.

          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 13.02.  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 13.02.  Satisfaction of Sinking Fund Payments with Securities.
                ------------------------------------------------------

          The Company (1) may deliver 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
Company pursuant to the terms of such Securities or

                                       72
<PAGE>

through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

SECTION 13.03.  Redemption of Securities for Sinking Fund.
                ------------------------------------------

          Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer's
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 and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 13.02 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 Company 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 XIV

                                   CONVERSION

SECTION 14.01.  Conversion Privilege.
                ---------------------

          If so provided in a Board Resolution with respect to the Securities of
any series, the Holder of a Security of such series shall have the right, at
such Holder's option, to convert, in accordance with the terms of such series of
securities and this Article XIV, all or any part (in a denomination of, unless
otherwise specified in a Board Resolution or supplemental indenture with respect
to Securities of such series, $1,000 in principal amount or any integral
multiple thereof) of such Security into shares of Common Stock; provided, that
in case a Security or portion thereof is called for redemption or delivered for
repurchase pursuant to Article XI or Article XII, such conversion right in
respect of the Security or portion so called shall expire at the close of
business on the Business Day immediately preceding the date fixed for such
redemption or repurchase (unless the Company shall default in the payment of the
redemption price, or repurchase amount in which case such right shall not
terminate at such time and date).

          The provisions of this Article XIV shall not be applicable to the
Securities of a series unless otherwise specified in a Board Resolution with
respect to the Securities of such series.

                                       73
<PAGE>

SECTION 14.02.  Conversion Procedure; Conversion Rate; Fractional Shares.
                ---------------------------------------------------------

          (a) Each Security to which this Article is applicable shall be
convertible at the office of the Conversion Agent, and at such other place or
places, if any, specified in a Board Resolution or supplemental indenture with
respect to the Securities of such series, into fully paid and nonassessable
shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate
at which shares of Common Stock shall be delivered upon conversion (the
"Conversion Rate") shall be initially the rate therefor specified in a Board
Resolution or supplemental indenture with respect to the Securities of such
series. No payment or adjustment shall be made in respect of dividends on the
Common Stock or accrued interest on a converted Security, except as described in
Section 14.09. The Company may, but shall not be required to, in connection with
any conversion of Securities, issue a fraction of a share of Common Stock and,
if the Company shall determine not to issue any such fraction, the Company shall
make a cash payment (calculated to the nearest cent) equal to such fraction
multiplied by the Closing Price of the Common Stock on the last Trading Day
prior to the date of conversion.

          (b) Before any Holder of a Security shall be entitled to convert such
Security into Common Stock, such Holder shall surrender such Security duly
endorsed or assigned to the Company or in blank, at the office of the Conversion
Agent or at such other place or places, if any, specified in a Board Resolution
with respect to the Securities of such series (each, a "Place of Conversion"),
accompanied by written notice of conversion substantially in the form set forth
in Section 2.05 (or such other notice, as is acceptable to the Company) at such
office or place that the Holder elects to convert such Security or, if less than
entire principal amount thereof is to be converted, the portion thereof to be
converted, and shall state in writing therein the principal amount of Securities
to be converted and the name or names (with addresses), if different than the
Holder, in which such Holder wishes the certificate or certificates for Common
Stock to be issued. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares of Common
Stock which shall be deliverable upon conversion shall be computed on the basis
of the aggregate principal amount of the securities (or specified portions
thereof to the extent permitted thereby) so surrendered. Subject to the next
succeeding sentence, the Company will, as soon as practicable thereafter, issue
and deliver at such office or place to such Holder of a Security, or to such
Holder's nominee or nominees, certificates for the number of full shares of
Common Stock to which such Holder shall be entitled as aforesaid, together with
cash in lieu of any fraction of a share to which such Holder would otherwise be
entitled. The Company shall not be required to deliver certificates for shares
of Common Stock while the stock transfer books for such stock or the Security
Register are duly closed for any purpose, but certificates for shares of Common
Stock shall be issued and delivered as soon as practicable after the opening of
such books or Security Register. A Security shall be deemed to have been
converted as of the close of business on the date of the surrender of such
Security for conversion as provided above, and at such time the rights of the
Holders of such Security as Holder shall cease, the Person or Persons entitled
to receive the Common Stock issuable upon such conversion shall be treated for
all purposes as the record Holder or Holders of such Common Stock immediately
prior to the close of business on such date. In case any Security shall be
surrendered for partial conversion, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of the
Securities so surrendered, without charge to such Holder (subject to the
provisions of Section 14.08), a new

                                       74
<PAGE>

Security or securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Security.

SECTION 14.03.  Adjustment of Conversion Rate.
                ------------------------------

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

               (1) In case the Company shall, at any time or from time to time
     while any of such Securities are outstanding, (i) pay a dividend in shares
     of its Common Stock to holders of Common Stock, (ii) combine its
     outstanding shares of Common Stock into a smaller number of shares of
     Common Stock, (iii) subdivide its outstanding shares of Common Stock into a
     greater number of shares of Common Stock or (iv) make a distribution in
     shares of Common Stock to holders of Common Stock, then the Conversion Rate
     in effect immediately before such action shall be adjusted so that the
     Holders of such Securities, upon conversion thereof into Common Stock
     immediately following such event, shall be entitled to receive the kind and
     amount of shares of capital stock of the Company which they would have
     owned or been entitled to receive upon or by reason of such event if such
     Securities had been converted immediately before the record date (or, if no
     record date, the effective date) for such event. An adjustment made
     pursuant to this Section 14.03(1) shall become effective retroactively
     immediately after the record date in the case of a dividend or distribution
     and shall become effective retroactively immediately after the effective
     date in the case of a subdivision or combination. For the purposes of this
     Section 14.03(1), each Holder of Securities shall be deemed to have failed
     to exercise any right to elect the kind or amount of securities receivable
     upon the payment of any such dividend, subdivision, combination or
     distribution (provided that if the kind or amount of securities receivable
     upon such dividend, subdivision, combination or distribution is not the
     same for each non-electing share, then the kind and amount of securities or
     other property receivable upon such dividend, subdivision, combination or
     distribution for each non-electing share shall be deemed to be the kind and
     amount so receivable per share by a plurality of the non-electing shares).

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

                                       75
<PAGE>

     the date of issuance of such rights or warrants plus the number of shares
     or securities which the aggregate offering price of the total number of
     shares or securities so offered for subscription or purchase (or the
     aggregate purchase price of the convertible securities so offered plus the
     aggregate amount of any additional consideration initially payable upon
     conversion of such securities into Common Stock) would purchase at such
     Current Market Price of the Common Stock, and the denominator of which
     shall be the number of shares of Common Stock outstanding on the date of
     issuance of such rights or warrants plus the number of additional shares of
     Common Stock offered for subscription or purchase (or into which the
     convertible securities so offered are initially convertible). Such
     adjustment shall become effective retroactively immediately after the
     record date for the determination of stockholders entitled to receive such
     rights or warrants.

               (3) In case the Company shall, at any time or from time to time
     while any of such Securities are outstanding, distribute to all holders of
     shares of its Common Stock (including any such distribution made in
     connection with a consolidation or merger in which the Company is the
     continuing corporation and the Common Stock is not changed or exchanged)
     cash, evidences of its indebtedness, securities or assets (excluding (i)
     dividends payable in shares of Common Stock for which adjustment is made
     under Section 14.03(1), (ii) rights or warrants to subscribe for or
     purchase securities of the Company for which adjustment is made under
     Section 14.03(2), (iii) dividends or distributions paid exclusively in cash
     and (iv) distributions referred to in Section 14.03(4)), then in each such
     case the Conversion Rate with respect to such Securities shall be adjusted
     so that it shall equal the rate determined by dividing the Conversion Rate
     in effect immediately prior to the close of business on the date fixed for
     determination of holders of shares of Common Stock entitled to receive such
     distribution by a fraction, the numerator of which shall be the Current
     Market Price of the Common Stock on the date fixed for determination of
     holders of shares of Common Stock entitled to receive such distribution
     less the then fair market value (as determined by the Board of Directors of
     the Company, whose determination shall be conclusive and described in a
     Board Resolution filed with the Trustee) of the portion of the cash or
     assets or evidences of indebtedness or securities so distributed or of such
     subscription rights or warrants applicable to one share of Common Stock,
     and the denominator of which shall be such Current Market Price; provided,
     however, that no adjustment shall be made with respect to any distribution
     of rights to purchase securities of the Company if a Holder of Securities
     would otherwise be entitled to receive such rights upon conversion at any
     time of such Securities into Common Stock unless such rights are
     subsequently redeemed by the Company, in which case such redemption shall
     be treated for purposes of this section as a dividend on the Common Stock.
     Such adjustment shall become effective retroactively immediately after the
     record date for the determination of stockholders entitled to receive such
     distribution; and in the event that such distribution is not so made, the
     Conversion Rate shall again be adjusted to the Conversion Rate which would
     then be in effect if such record date had not been fixed.

               (4) In case the Company shall, at any time or from time to time
     while any of such Securities are outstanding, by dividend or otherwise,
     distribute to all holders of its Common Stock cash (excluding any cash that
     is distributed upon a merger or

                                       76
<PAGE>

     consolidation to which Section 14.04 applies or as part of a distribution
     referred to in Section 14.03(3)) in an aggregate amount that, combined
     together with:

               (i) the aggregate amount of any other distributions to all
          holders of its Common Stock made exclusively in cash within the 12
          months preceding the date of payment of such distribution and in
          respect of which no adjustment pursuant to this Section 14.03(4) has
          been made, and

               (ii) the aggregate of any cash plus the fair market value (as
          determined by the Board of Directors, whose determination shall be
          conclusive and described in a Board Resolution filed with the Trustee)
          of consideration payable in respect of any tender offer by the Company
          or any of its Subsidiaries for all or any portion of the Common Stock
          concluded within the 12 months preceding the date of payment of such
          distribution and in respect of which no adjustment pursuant to Section
          14.03(5) has been made (the amount of such cash distribution together
          with the amounts described in clause (i) above and this clause (ii)
          being referred to herein as the "Aggregate Cash Distribution Amount"),

     exceeds 10% of the product of (x) the Current Market Price of the Common
     Stock on the date fixed for determination of holders of shares of Common
     Stock entitled to receive such distribution, times (y) the number of shares
     of Common Stock outstanding on such date (the "Aggregate Current Market
     Price"), then, and in each such case, immediately after the close of
     business on the date fixed for such determination, the Conversion Rate with
     respect to such Securities shall be adjusted so that it shall equal the
     rate determined by dividing the Conversion Rate in effect immediately prior
     to the close of business on the date fixed for determination of holders of
     shares of Common Stock entitled to receive such distribution by a fraction,
     the numerator of which shall be the Current Market Price of the Common
     Stock on the date fixed for such determination less an amount equal to the
     quotient of (A) the excess of such Aggregate Cash Distribution Amount over
     10% of such Aggregate Current Market Price divided by (B) the number of
     shares of Common Stock outstanding on the date fixed for such
     determination, and the denominator of which shall be the Current Market
     Price of the Common Stock on the date fixed for such determination.

               (5) In case a tender offer made by the Company or any of its
     Subsidiaries for all or any portion of the Common Stock shall expire and
     any such tender offer (as amended upon the expiration thereof) shall
     require the payment to stockholders (based upon the acceptance (up to any
     maximum specified in the terms of the tender offer) of Purchased Shares) of
     an aggregate consideration having a fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive) that, combined
     together with:

               (i) the aggregate of cash plus the fair market value (as
          determined by the Board of Directors, whose determination shall be
          conclusive and described in a Board Resolution filed with the
          Trustee), as of the expiration of such tender offer, of consideration
          payable in respect of any other tender offer by the Company or any of
          its Subsidiaries for all or any portion of the Common Stock

                                       77
<PAGE>

          concluded within the 12 months preceding the expiration of such tender
          offer and in respect of which no adjustment pursuant to Section
          14.03(4) has been made, and

               (ii) the aggregate amount of any distributions to all holders of
          the Common Stock made exclusively in cash with the 12 months preceding
          the expiration of such tender offer and in respect of which no
          adjustment pursuant to Section 14.03(4) has been made (the amount of
          such cash distribution together with the amounts described in clause
          (i) above and this clause (ii) being referred to herein as the
          "Aggregate Tender Distribution Amount"),

     exceeds 10% of the product of (x) the Current Market Price of the Common
     Stock as of the last time (the "Expiration Time") tenders could have been
     made pursuant to such tender offer (as it may be amended), times (y) the
     number of shares of Common Stock outstanding (including any tendered
     shares) on the Expiration Time, then, and in each such case, immediately
     prior to the opening of business on the day after the date of the
     Expiration Time, the Conversion Rate with respect to such Securities shall
     be adjusted so that it shall equal the rate determined by dividing the
     Conversion Rate in effect immediately prior to the close of business on the
     date of the Expiration Time by a fraction, the numerator of which shall be
     equal to the product of (A) the Current Market Price of the Common Stock on
     the date of the Expiration Time multiplied by (B) the number of shares of
     Common Stock outstanding (including any tendered shares) on the date of the
     Expiration Time, less the Aggregate Tender Distribution Amount, and the
     denominator of which shall be equal to the product of (A) the Current
     Market Price of the Common Stock on the date of the Expiration Time
     multiplied by (B) the difference between the number of shares of Common
     Stock outstanding (including any tendered shares) on the date of the
     Expiration Time and the number of all shares validly tendered and not
     withdrawn as of the Expiration Time.

               (6) The Company shall be entitled to make such additional
     adjustments in the Conversion Rate, in addition to those required by
     subsections 14.03(1), 14.03(2), 14.03(3), 14.03(4) and 14.03(5), as shall
     be necessary in order that any dividend or distribution of Common Stock,
     any subdivision, reclassification or combination of shares of Common Stock
     or any issuance of rights or warrants referred to above shall not be
     taxable to the holders of Common Stock for United States Federal income tax
     purposes.

               (7) In any case in which this Section 14.03 shall require that
     any adjustment be made effective as of or retroactively immediately
     following a record date, the Company may elect to defer (but only for five
     (5) Trading Days following the filing of the statement referred to in
     Section 14.05)) issuing to the Holder of any Securities converted after
     such record date the shares of Common Stock and other capital stock of the
     Company issuable upon such conversion over and above the shares of Common
     Stock and other capital stock of the company issuable upon such conversion
     on the basis of the Conversion Rate prior to adjustment; provided, however,
     that the Company shall deliver to such Holder a due bill or other
     appropriate instrument evidencing such Holder's right

                                       78
<PAGE>

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

               (8) All calculations under this Section 14.03 shall be made to
     the nearest cent or one-hundredth of a share or security, with one-half
     cent and 0.005 of a share, respectively, being rounded upward.
     Notwithstanding any other provision of this Section 14.03, the Company
     shall not be required to make any adjustment of the Conversion Rate unless
     such adjustment would require an increase or decrease of at least 1% of
     such rate. Any lesser adjustment shall be carried forward and shall be made
     at the time of and together with the next subsequent adjustment which,
     together with any adjustment or adjustments so carried forward, shall
     amount to an increase or decrease of at least 1% in such rate. Any
     adjustments under this Section 14.03 shall be made successively whenever an
     event requiring such an adjustment occurs.

               (9) In the event that at any time, as a result of an adjustment
     made pursuant to this Section 14.03, the Holder of any Security thereafter
     surrendered for conversion shall become entitled to receive any shares of
     stock of the Company other than shares of Common Stock into which the
     Securities originally were convertible, the Conversion Rate of such other
     shares so receivable upon conversion of any such Security shall be subject
     to adjustment from time to tine in a manner and on terms as nearly
     equivalent as practicable to the provisions with respect to Common Stock
     contained in this Article XIV with respect to the Common Stock shall apply
     on like or similar terms to any such other shares and the determination of
     the Board of Directors as to any such adjustment shall be conclusive.

               (10) No adjustment shall be made pursuant to this Section,
     subject to 14.03(7) hereof, with respect to any Security that is converted
     prior to the time such adjustment otherwise would be made.

               (11) To the extent permitted by applicable law, the Company from
     time to time may increase the Conversion Rate by any amount for any period
     of time if the period is at least 20 days, the increase is irrevocable
     during such period, and the Board of Directors shall have made a
     determination that such increase would be in the best interests of the
     Company, which determination shall be conclusive and described in a Board
     Resolution filed with the Trustee; provided, however, that no such increase
     shall be taken into account for purposes of determining whether the Closing
     Price Per Share of the Common Stock exceeds the Conversion Price by 105% in
     connection with an event which would otherwise be a Change of Control.
     Whenever the Conversion Rate is increased pursuant to the preceding
     sentence, the Company shall give notice of the increase to the Holders in
     the manner provided in Section 1.06 at least 15 days prior to the date the
     increased Conversion Rate takes effect, and such notice shall state the
     increased Conversion Rate and the period during which it will be in effect.

SECTION 14.04.  Consolidation, Sale of Assets or Merger of the Company.
                -------------------------------------------------------

          In case of either (a) any consolidation or merger to which the Company
is a party, other than a merger or consolidation in which the company is the
surviving or continuing

                                       79
<PAGE>

corporation and which does not result in a reclassification of, cancellation of
or change (other than a change in par value or from par value to no par value or
from no par value to par value, as a result of a subdivision or combination) in,
outstanding shares of Common Stock or (b) any sale or conveyance of all or
substantially all of the property and assets of the Company to another Person,
then each Security then outstanding shall be convertible from and after such
merger, consolidation, sale or conveyance of property and assets into the kind
and amount of shares of stock or other securities and property (including cash)
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock into which such Securities would have been
converted immediately prior to such consolidation, merger, sale or conveyance,
subject to adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article XIV (and assuming such holder of
Common Stock failed to exercise his rights of election, if any, as to the kind
or amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance (provided that, if the kind or
amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance is not the same for each
nonelecting share, then the kind and amount of securities, cash or other
property (including cash) receivable upon such consolidation, merger, sale or
conveyance for each non-electing share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing shares or
securities)). The Company shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made so as to give effect to the provisions set forth in this Section
14.04. The provisions of this Section 14.04 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

SECTION 14.05.  Notice of Adjustment of Conversion Rate.
                ----------------------------------------

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

               (1) the Company shall compute the adjusted Conversion Rate in
     accordance with Section 14.04 and forthwith place on file with the Trustee
     and any Conversion Agent for such Securities a certificate of the Treasurer
     of the Company, stating the adjusted Conversion Rate determined as provided
     herein and setting forth in reasonable detail such facts as shall be
     necessary to show the reason for and the manner of computing such
     adjustment, such certificate to be conclusive evidence that the adjustment
     is correct; and

               (2) a notice stating that the Conversion Rate has been adjusted
     and setting forth the adjusted Conversion Rate shall forthwith be required,
     and as soon as practicable after it is required, such notice shall be
     mailed, first class postage prepaid, by the Company to the Holders of such
     Outstanding Securities at their last addresses as they shall appear in the
     Security Register.

                                       80
<PAGE>

SECTION 14.06.  Notice in Certain Events.
                -------------------------

          In case:

          (a) the Company shall declare a dividend (or any other distribution)
on its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 14.03;

          (b) the Company shall authorize the granting to the holders of its
Common Stock of rights, options or warrants to subscribe for or purchase any
shares of capital stock of any class or of any other rights;

          (c) of any reclassification of the Common Stock of the company (other
than a subdivision or combination of its outstanding Common Stock), or of any
consolidation or merger to which the Company is a party and for which approval
of any shareholders of the company is required, or of the sale or transfer of
all or substantially all of the assets of the Company;

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

          (e) the Company or any Subsidiary of the Company shall commence a
tender offer for all or a portion of the Company's outstanding Common Stock (or
shall amend any such tender offer);

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

          (g) of any action triggering an adjustment of the Conversion Rate
pursuant to this Article XIV not otherwise specified in this Section 14.06;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Securities, and shall cause to be mailed,
first class postage prepaid, to the Holders of record of applicable securities,
at least 20 days (or 10 days in any case specified in clause (a) or (b) above)
prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of any dividend
distribution or grant of rights, options or warrants triggering an adjustment to
the Conversion Rate pursuant to this Article XIV, or, if a record is not to be
taken, the date as of which the holders of record of Common Stock entitled to
such dividend distribution, rights, options or warrants are to be determined, or
(y) the date on which any reclassification, consolidation, merger, sale,
conveyance, dissolution, liquidation, tender offer or winding up triggering an
adjustment to the Conversion Rate pursuant to this Article XIV is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities,
tender offer or other property deliverable upon such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation, cash or
winding up.

                                       81
<PAGE>

          Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in this Section.

SECTION 14.07.  Company To Reserve Stock: Registration; Listing.
                ------------------------------------------------

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

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

SECTION 14.08.  Taxes on Conversion.
                --------------------

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

SECTION 14.09.  Conversion After Record Date.
                -----------------------------

          If any Securities are surrendered for conversion subsequent to the
record date preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Securities called for redemption on a Redemption Date
between such record date and such Interest Payment Date), the Holder of such
Securities at the close of business on such record date

                                       82
<PAGE>

shall be entitled to receive the interest payable on such Securities on such
Interest Payment Date notwithstanding the conversion thereof. Securities
surrendered for conversion during the period from the close of business on any
record date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall (except in the case of Securities which have
been called for redemption on a Redemption Date within such period) be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the securities being surrendered for conversion.
Subject to the provisions of Section 3.07 relating to the payment of Defaulted
Interest by the Company, the interest payment with respect to a Security called
for redemption on a Redemption Date during the period from the close of business
on any regular record date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date shall be payable on such
Interest Payment Date to the Holder of such Security at the close of business on
such regular record date notwithstanding the conversion of such Security after
such Regular Record Date and prior to such Interest Payment Date, and the Holder
converting such Security need not include a payment of such interest payment
amount upon surrender of such Security for conversion. Except as provided in
this Section 14.09, no adjustments in respect of payments of interest on
securities surrendered for conversion or any dividends or distributions or
interest on the Common Stock issued upon conversion shall be made upon the
conversion of any Securities.

SECTION 14.10.  Corporate Action Regarding Par Value of Common Stock.
                -----------------------------------------------------

          The Company agrees that all shares of Common Stock which may be issued
upon conversion of the Securities will, upon issuance, have been duly authorized
and validly issued and will be fully paid and nonassessable and, except as
provided in Section 14.08, the Company will pay all taxes, liens and charges
with respect to the issue thereof.

SECTION 14.11.  Company Determination Final.
                ----------------------------

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

SECTION 14.12.  Trustee's Disclaimer.
                ---------------------

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

                                       83
<PAGE>

                                  ARTICLE XV

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 15.01.  Applicability of Article; Company's Option to Effect Defeasance
                ---------------------------------------------------------------
                or Covenant Defeasance.
                -----------------------

          Unless pursuant to Section 3.01 provision is made for the
inapplicability of either or both of (a) defeasance of the Securities of a
series under Section 15.02 or (b) covenant defeasance of the Securities of a
series under Section 15.03, 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 Company may at its option
by Board Resolution, at any time, with respect to the Securities of such series,
elect to have either Section 15.02 (unless inapplicable) or Section 15.03
(unless inapplicable) be applied to the Outstanding Securities of such series
upon compliance with the applicable conditions set forth below in this Article.

SECTION 15.02.  Defeasance and Discharge.
                -------------------------

          Upon the Company's exercise of the option provided in Section 15.01 to
defease the Outstanding Securities of a particular series, the Company shall be
discharged from its obligations with respect to the Outstanding Securities of
such series on the date the applicable conditions set forth in Section 15.04 are
satisfied (hereinafter, "defeasance").  Defeasance shall mean that the Company
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 Company, shall execute
proper instruments acknowledging the same); provided, however, that the
following rights, obligations, powers, trusts, duties and immunities shall
survive until otherwise terminated or discharged hereunder:  (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund provided for in Section 15.04, payments in respect of the principal
of (and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to such Securities under
Sections 3.04, 3.05, 3.06, 10.02 and 10.09, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, (D) the rights of Holders of
Outstanding Securities of such series to convert such Securities under Article
XIV and (E) this Article.  Subject to compliance with this Article, the Company
may exercise its option with respect to defeasance under this Section 15.02
notwithstanding the prior exercise of its option with respect to covenant
defeasance under Section 15.03 in regard to the Securities of such series.

SECTION 15.03.  Covenant Defeasance.
                --------------------

          Upon the Company's exercise of the option provided in Section 15.01 to
obtain a covenant defeasance with respect to the Outstanding Securities of a
particular series, the Company shall be released from its obligations under this
Indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.06, 10.08 and 10.09 and Article XIV) with respect to the
Outstanding Securities of such series on and after the date the applicable
conditions set forth in Section 15.04 are satisfied (hereinafter, "covenant
defeasance").  Covenant defeasance shall mean that, with respect to the
Outstanding Securities of such series,

                                       84
<PAGE>

the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in this Indenture (except its
obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02,
10.06, 10.08 and 10.09 and Article XIV), 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) 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 15.04.  Conditions to Defeasance or Covenant Defeasance.
                ------------------------------------------------

          The following shall be the conditions to defeasance under Section
15.02 and covenant defeasance under Section 15.03 with respect to the
Outstanding Securities of a particular series:

               (1) the Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.09 who shall agree to comply with the provisions of this
     Article applicable to it), 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) dollars in an amount, or (B) U.S.
     Government Obligations which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, after payment of all federal,
     state and local taxes or other charges or assessments in respect thereof
     payable by the Trustee, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, and which shall be applied
     by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any, on) and each installment of principal of
     (and premium, 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, and no Default or Event
     of Default under clause (5) or (6) of Section 5.01 hereof shall occur and
     be continuing, at any time during the period ending on the 91st day after
     the date of such deposit (it being understood that this condition shall not
     be deemed satisfied until the expiration of such period).

               (3) Such deposit, defeasance or covenant defeasance shall not
     result in a breach or violation of, or constitute a default under, any
     other agreement or instrument to which the Company is a party or by which
     it is bound.

                                       85
<PAGE>

               (4) Such defeasance or covenant defeasance shall not cause any
     Securities of such series then listed on any national securities exchange
     registered under the Exchange Act to be delisted.

               (5) In the case of an election with respect to Section 15.02, the
     Company 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 15.03, the
     Company shall have delivered to the Trustee an Opinion of Counsel or a
     ruling directed to the Trustee received from the Internal Revenue Service
     to the effect that the Holders of the Outstanding Securities of such series
     will not recognize income, gain or loss for federal income tax purposes as
     a result of such covenant defeasance and will be subject to federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

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

               (8) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section
     15.02 or the covenant defeasance under Section 15.03 (as the case may be)
     have been complied with.

SECTION 15.05.  Deposited Money and Government Obligations To Be Held In Trust.
                --------------------------------------------------------------

          Subject to the provisions of the last paragraph of Section 10.09, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee--collectively for purposes of this
Section 15.05, the "Trustee") pursuant to Section 15.04 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 the Company 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, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

                                       86
<PAGE>

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 15.04 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 Company from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 15.04 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.

                                  ARTICLE XVI

                           SECURITYHOLDERS' MEETINGS

SECTION 16.01.  Purposes for Which Meetings May Be Called.
                ------------------------------------------

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

               (1) to give any notice to the Company or to the Trustee, or to
     give any directions to the Trustee, or to consent to the waiving of any
     default hereunder and its consequences, or to take any other action
     authorized to be taken by Holders of Securities of any or all series, as
     the case may be, pursuant to any of the provisions of Article V;

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

               (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 9.02; or

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

SECTION 16.02.  Manner of Calling Meetings.
                ---------------------------

          The Trustee may at any time call a meeting of Securityholders to take
any action specified in Section 16.01, to be held at such time and at such place
in the City of Wilmington, Delaware, as the Trustee shall determine. Notice of
every meeting of Securityholders, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed not less than 20 nor more than 60 days prior to the date fixed
for the meeting.

                                       87
<PAGE>

SECTION 16.03.  Call of Meeting by the Company or Securityholders.
                --------------------------------------------------

          In case at any time the Company pursuant to a Board Resolution or the
Holders of not less than 10% in principal amount of the Securities of any or all
series, as the case may be, then Outstanding, shall have requested the Trustee
to call a meeting of Holders of Securities of any or all series, as the case may
be, to take any action authorized in Section 16.01 by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders of Securities in the
amount above specified may determine the time and place in either the City of
____________________ or the City of ____________________ for such meeting and
may call such meeting to take any action authorized in Section 16.01, by mailing
(and publishing, if required) notice thereof as provided in Section 16.02.

SECTION 16.04.  Who May Attend and Vote at Meetings.
                ------------------------------------

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

SECTION 16.05.  Regulations May Be Made by Trustee; Conduct of the Meeting;
                -----------------------------------------------------------
                Voting Rights - Adjournment.
                ----------------------------

          Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.  Except as otherwise permitted or
required by any such regulations, the holding of Securities and the appointment
of any proxy shall be proved in the manner specified in Section 3.08; provided,
however, that such regulations may provide that written instruments appointing
proxies regular on their face, may be presumed valid and genuine without the
proof herein above or in said Section 3.08 specified. The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Securityholders as provided
in Section 16.03, in which case the Company or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by majority vote of the meeting.

          At any meeting each Securityholder or proxy shall be entitled to one
vote for each $1,000 principal amount (in the case of Original Issue Discount
Securities, such principal amount shall be equal to such portion of the
principal amount as may be specified in the terms of such series) of Securities
held or represented by such Holder; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding

                                       88
<PAGE>

and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Securities held
by such Person or instruments in writing as aforesaid duly designating such
Person as the Person to vote on behalf of other Securityholders. Any meeting of
Securityholders duly called pursuant to the provisions of Section 16.02 or 16.03
may be adjourned from time to time, and the meeting may be held so adjourned
without further notice. At any meeting of Securityholders, the presence of
Persons holding or representing Securities in principal amount sufficient to
take action on the business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the Persons
holding or representing a majority in principal amount of the Securities
represented at the meeting may adjourn such meeting with the same effect for all
intents and purposes, as though a quorum had been present.

SECTION 16.06.  Manner of Voting at Meetings and Record to Be Kept.
                ---------------------------------------------------

               The vote upon any resolution submitted to any meeting of
Securityholders shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amount or amounts of the Securities held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting.  A record in duplicate of
the proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 16.02. The record shall show the principal amount or
principal amounts of the Securities voting in favor of or against any
resolution.  The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one copy thereof shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

SECTION 16.07.  Exercise of Rights of Trustee and Securityholders Not to Be
                -----------------------------------------------------------
                Hindered or Delayed.
                --------------------

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

                                       89
<PAGE>

               IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.



                                      HANOVER COMPRESSOR COMPANY

                                      By   /s/ William S. Goldberg
                                        ----------------------------------------
                                        Name:  William S. Goldberg
                                        Title: Chief Financial Officer

[SEAL]

Attest:

   /s/ Richard S. Meller
---------------------------------
Name:  Richard S. Meller
Title: Secretary

                                      WILMINGTON TRUST COMPANY,
                                      not in its individual capacity, but solely
                                      as Trustee

                                      By   /s/ [illegible]
                                        ----------------------------------------
                                        Name:
                                        Title:
[SEAL]

Attest:

   /s/ Anita Dallago
---------------------------------
Name:  Anita Dallago
Title: Financial Services Officer

                                       90
<PAGE>

STATE OF DELAWARE                    )
                                     )   SS.:
COUNTY OF NEW CASTLE                 )

          On the 19th day of March, 2001, before me personally came James P.
Lawler, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of Wilmington Trust Company, one of the parties described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



                                 /s/ Leigh Emmi
                                 --------------------------------------
                                 Leigh Emmi
                                 Notary Public
                                 My commission expires:
                                 August 1, 2002


                                       91